AUTODESK
SOFTWARE LICENSE AGREEMENT - 
WORLDWIDE (AUTODESK CROSSWALK FY 2010)

READ CAREFULLY: AUTODESK, INC. (“AUTODESK”) LICENSES THE LICENSED SOFTWARE (DEFINED BELOW) TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”).

BY SELECTING THE “I ACCEPT” BUTTON BELOW THIS AGREEMENT OR BY INSTALLING, UPLOADING, ACCESSING, OR OTHERWISE COPYING OR USING ALL OR ANY PORTION OF THE LICENSED SOFTWARE YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. A CONTRACT IS THEN FORMED BETWEEN AUTODESK AND EITHER YOU PERSONALLY, IF YOU LICENSE THE LICENSED SOFTWARE FOR YOURSELF, OR THE COMPANY OR OTHER LEGAL ENTITY FOR WHICH YOU ARE LICENSING THE LICENSED SOFTWARE.

IF YOU DO NOT AGREE OR DO NOT WISH TO BIND YOURSELF OR THE ENTITY YOU REPRESENT: (A) DO NOT INSTALL, UPLOAD, ACCESS, OR OTHERWISE COPY OR USE THE LICENSED SOFTWARE; (B) SELECT THE “I REJECT” BUTTON BELOW THIS AGREEMENT (WHICH WILL CANCEL THE LOADING OF THE LICENSED SOFTWARE); AND (C) WITHIN THIRTY (30) DAYS THEREAFTER, RETURN THE LICENSED SOFTWARE AND ANY ACCOMPANYING DOCUMENTATION AND MATERIALS TO THE COMPANY FROM WHICH YOU LICENSED THE LICENSED SOFTWARE.

INSTALLATION, UPLOADING, ACCESS, OR OTHER COPYING OR USE OF THIS LICENSED SOFTWARE OR ANY ACCOMPANYING DOCUMENTATION OR MATERIALS EXCEPT AS PERMITTED BY THIS AGREEMENT IS UNAUTHORIZED AND CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT AND AN INFRINGEMENT OF THE COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS IN SUCH LICENSED SOFTWARE, DOCUMENTATION AND MATERIALS. IF YOU INSTALL, UPLOAD, ACCESS, OR OTHERWISE COPY OR USE ALL OR ANY PORTION OF THIS LICENSED SOFTWARE WITHOUT ENTERING INTO THIS AGREEMENT OR OTHERWISE OBTAINING WRITTEN PERMISSION OF AUTODESK, OR YOU FAIL TO COMPLY WITH THIS AGREEMENT, YOU ARE VIOLATING COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAW. YOU MAY BE LIABLE TO AUTODESK AND ITS LICENSORS FOR DAMAGES, AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES.

SOFTWARE OBTAINED FROM THIRD PARTIES THAT HAVE NOT BEEN AUTHORIZED OR ALLOWED BY AUTODESK, DIRECTLY OR INDIRECTLY, TO SUPPLY SOFTWARE IS LIKELY TO HAVE BEEN MADE AVAILABLE IN VIOLATION OF AUTODESK’S RIGHTS. IN SUCH AN EVENT, AUTODESK IS NOT OBLIGATED TO ISSUE AN ACTIVATION CODE OR OTHERWISE PERMIT YOU TO INSTALL OR USE THE SOFTWARE.

1.	DEFINITIONS

1.1	“ACCESS” MEANS TO USE OR BENEFIT FROM USING THE FUNCTIONALITY OF THE LICENSED SOFTWARE.


1.2	“COMPUTER” MEANS A SINGLE ELECTRONIC DEVICE WITH ONE OR MORE CENTRAL PROCESSING UNITS (CPUS) THAT ACCEPTS INFORMATION IN DIGITAL OR SIMILAR FORM AND MANIPULATES THE INFORMATION FOR A SPECIFIC RESULT BASED ON A SEQUENCE OF INSTRUCTIONS.

1.3	“INSTALL” MEANS TO PLACE A COPY OF THE LICENSED SOFTWARE ONTO A HARD DISK OR OTHER STORAGE MEDIUM THROUGH ANY MEANS (INCLUDING, BUT NOT LIMITED TO, USE OF AN INSTALLATION UTILITY APPLICATION ACCOMPANYING THE LICENSED SOFTWARE).

1.4	"LICENSED SOFTWARE” MEANS THE COMPUTER PROGRAM IN WHICH THIS AGREEMENT IS EMBEDDED OR THAT IS DELIVERED PREPACKAGED WITH THIS AGREEMENT INCLUDING AS FOLLOWS: (I) EXPORT AND IMPORT PLUGINS IN DOTXSI FORMAT (.XSI FILE FORMAT) AND IN AUTODESK IMPLEMENTATION OF THE COLLADA SPECIFICATIONS, BOTH BINARY AND SOURCE CODE FORMATS, AND EXPORT AND IMPORT PLUGINS FOR AUTODESK FBX FILE FORMAT, BINARY FORMAT, FOR THE FOLLOWING SOFTWARE:  (A) AUTODESK SOFTIMAGE; (B) AUTODESK SOFTIMAGE ADVANCED; (C) AUTODESK FACE ROBOT; (D) AUTODESK SOFTIMAGE MOD TOOL; (E) AUTODESK SOFTIMAGE MOD TOOL PRO; (F) SOFTIMAGE|XSI; (G) SOFTIMAGE FACE ROBOT; AND (H) SOFTIMAGE|XSI MOD TOOL;  (II) EXPORT AND IMPORT PLUGINS IN DOTXSI FORMAT (.XSI FILE FORMAT), BINARY FORMAT, FOR THE FOLLOWING SOFTWARE: (A) AUTODESK 3DS MAX; AND (B) AUTODESK MAYA; (III) AUTODESK FACE ROBOT IMPORT SOFTWARE, BINARY FORMAT, SCRIPT FORMAT AND INTERACTIVE CREATIVE ENVIRONMENT (ICE) COMPOUND FORMAT, FOR THE FOLLOWING SOFTWARE: (A) AUTODESK MAYA; (B) AUTODESK SOFTIMAGE; (C) AUTODESK SOFTIMAGE ADVANCED;  (D) AUTODESK FACE ROBOT; (E) AUTODESK SOFTIMAGE MOD TOOL; (F) AUTODESK SOFTIMAGE MOD TOOL PRO; (G) SOFTIMAGE|XSI; (H) SOFTIMAGE FACE ROBOT; AND (I) SOFTIMAGE|XSI MOD TOOL; (IV) AUTODESK CROSSWALK SOFTWARE DEVELOPMENT KIT (SDK), BINARY FORMAT, WITH ASSOCIATED INCLUDE FILES AND LIBRARIES;  AND (V) ANY ASSOCIATED MEDIA, PRINTED MATERIALS AND/OR ONLINE OR ELECTRONIC DOCUMENTATION MADE AVAILABLE WITH THE FOREGOING.

1.5	"MODIFICATION" MEANS: (I) ANY ENHANCEMENT TO THE FUNCTIONALITY OF THE LICENSED SOFTWARE (“LICENSED SOFTWARE ENHANCEMENT”); (II) ANY CHANGE TO OR DERIVATIVE WORK (INCLUDING PORTS) OF THE LICENSED SOFTWARE (“LICENSED SOFTWARE CHANGE/DERIVATIVE”); (III) ANY CHANGE TO OR DERIVATIVE WORK OF THE LICENSED SOFTWARE SOURCE CODE (“LICENSED SOFTWARE SOURCE CODE CHANGE/DERIVATIVE”); (IV) ANY ENHANCEMENT TO THE FUNCTIONALITY OF THE SAMPLE CODE (“SAMPLE CODE ENHANCEMENT”); (V) ANY CHANGE TO OR DERIVATIVE WORK OF THE SAMPLE CODE SOURCE CODE (“SAMPLE CODE CHANGE/DERIVATIVE”); OR (VI) ANY SOFTWARE APPLICATION DESIGNED AND DEVELOPED WITH THE LICENSED SOFTWARE AND/OR THE SAMPLE CODE AND COMPATIBLE WITH ONE OR MORE OF AUTODESK'S SOFTWARE PRODUCTS THAT ADDS SIGNIFICANT AND PRIMARY FUNCTIONALITY TO THE LICENSED SOFTWARE OR THE SAMPLE CODE, AS THE CASE MAY BE (“LICENSED SOFTWARE APPLICATION”).

1.6	“SAMPLE CODE” MEANS SAMPLE SOURCE CODE LOCATED IN THE LICENSED SOFTWARE "EXAMPLES" DIRECTORIES.

1.7	“TERRITORY” MEANS THE COUNTRY IN WHICH YOU LICENSED THE LICENSED SOFTWARE, UNLESS YOU LICENSE THE LICENSED SOFTWARE IN A MEMBER COUNTRY OF THE EUROPEAN UNION OR THE EUROPEAN FREE TRADE ASSOCIATION, IN WHICH THE CASE “TERRITORY” MEANS ALL THE COUNTRIES OF THE EUROPEAN UNION AND THE EUROPEAN FREE TRADE ASSOCIATION.

1.8	“UNINSTALL” MEANS TO DESTROY OR REMOVE.

1.9	“YOU” MEANS YOU PERSONALLY (I.E., THE INDIVIDUAL WHO READS AND IS PROMPTED TO ACCEPT THIS AGREEMENT) IF YOU LICENSE THE LICENSED SOFTWARE FOR YOURSELF, OR THE COMPANY OR OTHER LEGAL ENTITY FOR WHICH YOU LICENSE THE LICENSED SOFTWARE (BUT NOT THE AFFILIATES, SUBSIDIARIES OR OTHER RELATED LEGAL ENTITIES OF SUCH COMPANY OR LEGAL ENTITY).

2.	LICENSED SOFTWARE LICENSE

2.1	LICENSE GRANT. AUTODESK GRANTS YOU A NONSUBLICENSABLE, NONEXCLUSIVE, NONTRANSFERABLE, LIMITED LICENSE TO INSTALL AND USE MACHINE-READABLE OBJECT CODE COPIES OF THE LICENSED SOFTWARE ON YOUR COMPUTER IN YOUR TERRITORY TO:

(A) DESIGN, DEVELOP, AND TEST A MODIFICATION;
(B) REPRODUCE, DISTRIBUTE AND SUBLICENSE FREE OF CHARGE TO END USERS THE:

(I) LICENSED SOFTWARE, IN BINARY CODE, IN CONJUNCTION WITH THE LICENSED SOFTWARE ENHANCEMENT, IN BINARY CODE; AND/OR
(II) LICENSED SOFTWARE, IN BINARY CODE, IN CONJUNCTION WITH THE LICENSED SOFTWARE CHANGE/DERIVATIVE, IN BINARY CODE; AND/OR
(III)	THE LICENSED SOFTWARE, IN SOURCE CODE, IN CONJUNCTION WITH ANY LICENSED SOFTWARE SOURCE CODE CHANGE/DERIVATIVE, IN SOURCE CODE; AND/OR
(IV)	THE SAMPLE CODE, IN BINARY CODE, IN CONJUNCTION WITH ANY SAMPLE CODE ENHANCEMENT, IN BINARY CODE; AND/OR
(V)	THE SAMPLE CODE, IN SOURCE CODE, IN CONJUNCTION WITH ANY SAMPLE CODE CHANGE/DERIVATIVE, IN SOURCE CODE;
(VI)	ANY LICENSED SOFTWARE APPLICATION.

UNDER THE TERMS OF A STANDARD FORM SOFTWARE LICENSE AGREEMENT BETWEEN YOU AND YOUR END USERS PROVIDED THAT:

(V) IN THE SOFTWARE LICENSE AGREEMENT YOU: (XX) PROTECT AUTODESK’S INTERESTS CONSISTENT WITH THE TERMS OF THIS AGREEMENT; (YY) DISCLAIM ALL WARRANTIES RELATING TO THE LICENSED SOFTWARE, THE SAMPLE CODE AND THE MODIFICATIONS ON BEHALF OF AUTODESK; AND (ZZ) DO NOT PERMIT FURTHER REDISTRIBUTION OF THE LICENSED SOFTWARE, SAMPLE CODE OR THE MODIFICATIONS BY YOUR END-USERS;
(W) YOU REPRODUCE AND APPLY ANY COPYRIGHT OR OTHER PROPRIETARY RIGHTS NOTICES INCLUDED ON OR EMBEDDED IN THE LICENSED SOFTWARE TO ANY COPIES OF THE LICENSED SOFTWARE;
(X) YOU PLACE YOUR COPYRIGHT OR OTHER PROPRIETARY RIGHTS NOTICES ON ANY MODIFICATION AS EVIDENCE THAT YOU CREATED THE MODIFICATION; AND
(Y) YOU PLACE THE FOLLOWING STATEMENT IN THE COPYRIGHT AREA OF ANY: (I) ON-LINE DOCUMENTATION; (II) END-USER SOFTWARE LICENSE AGREEMENT; (III) ABOUT BOX OR SIMILAR NOTICE PAGE; AND (IV) OTHER DOCUMENT THAT CONTAINS COPYRIGHT INFORMATION; IN EACH CASE RELATED TO YOUR REPRODUCING, DISTRIBUTING AND SUBLICENSING OF THE LICENSED SOFTWARE PURSUANT TO THE TERMS OF THIS AGREEMENT:
“THIS SOFTWARE CONTAINS AUTODESK® CROSSWALK CODE DEVELOPED BY AUTODESK, INC. © 2009 AUTODESK, INC.  ALL RIGHTS RESERVED.”; AND
(Z) YOU DO NOT USE AUTODESK'S NAME, LOGO, OR TRADEMARKS IN CONJUNCTION WITH THE DISTRIBUTION AND/OR SUBLICENSING.

2.2	IN THE EVENT YOU MAKE ANY MODIFICATION, YOU SHALL NOTIFY AUTODESK, IN WRITING, OF THE MODIFICATION, AND UPON REQUEST FROM AUTODESK PROVIDE AUTODESK, FREE OF CHARGE, WITH A COPY THEREOF AND MAKE THE SOURCE CODE TO THE MODIFICATION AVAILABLE TO AUTODESK EITHER AS PART OF THE BINARY CODE DISTRIBUTION OR VIA DOWNLOAD FROM A WEBSITE LINK INCLUDED WITH THE BINARY CODE DISTRIBUTION.

2.3	YOU HEREBY AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND AUTODESK FROM AND AGAINST ANY CLAIMS OR LAWSUITS, INCLUDING ATTORNEYS' FEES, THAT ARISE OR RESULT FROM THE DISTRIBUTION AND USE PURSUANT TO SECTION 2.1(B)

2.4	LICENSED SOFTWARE COMPONENTS. THE LICENSED SOFTWARE IS LICENSED TO YOU AS A SINGLE PRODUCT AND ITS COMPONENTS MAY NOT BE SEPARATED FOR INSTALLATION OR ACCESS ON MORE THAN ONE (1) COMPUTER.

2.5	AUTODESK’S LICENSE GRANT (AND, WITH THAT GRANT, YOUR RIGHT TO INSTALL AND USE THE LICENSED SOFTWARE) IS CONDITIONED ON YOUR CONTINUOUS COMPLIANCE WITH ALL LICENSE LIMITATIONS, RESTRICTIONS AND OTHER TERMS IN THIS AGREEMENT. IF YOU VIOLATE ANY OF THESE LIMITATIONS, RESTRICTIONS OR OTHER TERMS, THE LICENSE GRANT WILL AUTOMATICALLY AND IMMEDIATELY TERMINATE. THE LICENSE DESCRIPTIONS IN THIS SECTION 2 DEFINE THE SCOPE OF RIGHTS THAT AUTODESK GRANTS TO YOU. ANY USAGE OF THE LICENSED SOFTWARE OUTSIDE THE SCOPE OF THE APPLICABLE LICENSE GRANT OR OTHERWISE NOT IN ACCORDANCE WITH THIS AGREEMENT CONSTITUTES AN INFRINGEMENT OF AUTODESK’S INTELLECTUAL PROPERTY RIGHTS AS WELL AS A MATERIAL BREACH OF THIS AGREEMENT. NO LICENSE IS GRANTED UNDER THE TERMS OF THIS AGREEMENT IF YOU DID NOT LAWFULLY LICENSE THE LICENSED SOFTWARE FROM AUTODESK OR FROM A THIRD PARTY WHO HAS BEEN PERMITTED OR AUTHORIZED BY AUTODESK EITHER DIRECTLY OR INDIRECTLY TO SUPPLY THE LICENSED SOFTWARE. NO RIGHTS ARE GRANTED TO YOU TO USE ANY OF AUTODESK’S TRADEMARKS, TRADE NAMES OR TRADE DRESS.

2.6	SUPPORT. AUTODESK IS UNDER NO OBLIGATION TO PROVIDE MAINTENANCE, SUPPORT, OR UPGRADES FOR THE LICENSED SOFTWARE.

2.7	TERMINATION. THE GRANT OF A PERPETUAL LICENSE NOTWITHSTANDING, AUTODESK MAY IMMEDIATELY TERMINATE THIS AGREEMENT AND REVOKE THE LICENSE GRANTED TO YOU UPON WRITTEN NOTICE TO YOU IF YOU FAIL TO COMPLY WITH ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT.  UPON TERMINATION OF THE LICENSE GRANT OR THIS AGREEMENT, (I) YOU MUST CEASE ALL USE OF AND UNINSTALL ALL COPIES OF THE LICENSED SOFTWARE; AND (II) DESTROY THE LICENSED SOFTWARE OR, UPON REQUEST BY AUTODESK, RETURN THE LICENSED SOFTWARE TO AUTODESK OR THE COMPANY FROM WHICH IT WAS LICENSED. AUTODESK RESERVES THE RIGHT TO REQUIRE YOU TO SHOW SATISFACTORY PROOF THAT ALL COPIES OF THE LICENSED SOFTWARE HAVE BEEN UNINSTALLED AND HAVE BEEN DESTROYED OR RETURNED.

3.	PROHIBITED ACTIONS

3.1	PROHIBITED ACTIONS. AUTODESK DOES NOT PERMIT ANY OF THE FOLLOWING ACTIONS AND YOU ACKNOWLEDGE THAT SUCH ACTIONS SHALL BE PROHIBITED:
	3.1.1	USE. YOU MAY NOT (AND MAY NOT PERMIT ANY THIRD PARTY TO) INSTALL, ACCESS, OR OTHERWISE COPY OR USE THE LICENSED SOFTWARE EXCEPT AS EXPRESSLY AUTHORIZED BY THIS AGREEMENT.
	3.1.2	REVERSE ENGINEERING. YOU MAY NOT (AND MAY NOT PERMIT ANY THIRD PARTY TO) REVERSE ENGINEER, DECOMPILE, OR DISASSEMBLE THE LICENSED SOFTWARE.
	3.1.3	TRANSFERS. YOU MAY NOT DISTRIBUTE, RENT, LOAN, LEASE, SELL, SUBLICENSE, OR OTHERWISE TRANSFER: (A) EXCEPT AS EXPRESSLY PROVIDED HEREIN ALL OR ANY PORTION OF THE LICENSED SOFTWARE; OR (B) ANY RIGHTS GRANTED IN THIS AGREEMENT TO ANY OTHER PERSON OR LEGAL ENTITY WITHOUT THE PRIOR WRITTEN CONSENT OF AUTODESK.
	3.1.4	NOTICES. YOU MAY NOT REMOVE, ALTER, OR OBSCURE ANY PROPRIETARY NOTICES, LABELS, OR MARKS FROM OR ON THE LICENSED SOFTWARE.
	3.1.5	REDISTRIBUTABLE CODE. EXCEPT AS EXPRESSLY PROVIDED HEREIN YOU MAY NOT MODIFY, TRANSLATE, ADAPT, ARRANGE, OR CREATE DERIVATIVE WORKS BASED ON THE LICENSED SOFTWARE FOR ANY PURPOSE.
	3.1.6	CIRCUMVENTION. YOU MAY NOT UTILIZE ANY EQUIPMENT, DEVICE, SOFTWARE, OR OTHER MEANS DESIGNED TO CIRCUMVENT OR REMOVE ANY FORM OF COPY PROTECTION USED BY AUTODESK IN CONNECTION WITH THE LICENSED SOFTWARE, OR USE THE LICENSED SOFTWARE TOGETHER WITH ANY AUTHORIZATION CODE, SERIAL NUMBER, OR OTHER COPY-PROTECTION DEVICE NOT SUPPLIED BY AUTODESK DIRECTLY OR THROUGH AN AUTHORIZED DISTRIBUTOR. IN THE CASE OF A NETWORK VERSION YOU MAY NOT UTILIZE ANY EQUIPMENT, DEVICE, SOFTWARE, OR OTHER MEANS DESIGNED TO CIRCUMVENT OR REMOVE THE AUTODESK LICENSE MANAGER (IF ANY).
	3.1.7	EXPORT. YOU MAY NOT EXPORT THE LICENSED SOFTWARE, THE SAMPLE CODE OR ANY MODIFICATION IN VIOLATION OF THIS AGREEMENT, OR U.S., OR OTHER APPLICABLE EXPORT CONTROL LAWS.
	3.1.8	USE OUTSIDE OF TERRITORY. YOU MAY NOT ACCESS THE LICENSED SOFTWARE OUTSIDE OF THE TERRITORY.
	3.1.9	EXCEPTIONS FROM PROHIBITIONS. THE PROHIBITIONS CONTAINED IN THIS SECTION 3.1 (PROHIBITED ACTIONS) SHALL APPLY TO THE EXTENT THAT APPLICABLE LAW (INCLUDING LAWS IMPLEMENTING EC DIRECTIVE 91/250 ON THE LEGAL PROTECTION OF COMPUTER PROGRAMS) ALLOWS SUCH PROHIBITION TO BE ENFORCED. YOU WILL BEAR THE BURDEN OF PROOF IN DEMONSTRATING THAT APPLICABLE LAW DOES NOT ALLOW ENFORCEMENT OF ANY SUCH PROHIBITION.

4.	FEES

USE OF THE LICENSED SOFTWARE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT SHALL NOT REQUIRE PAYMENT OF A LICENSE FEE.

5.	ALL RIGHTS RESERVED

AUTODESK AND ITS LICENSORS RETAIN TITLE TO AND OWNERSHIP OF THE LICENSED SOFTWARE AND ALL COPIES THEREOF, AND ALL OTHER RIGHTS AND INTEREST, INCLUDING, WITHOUT LIMITATION, PATENTS, COPYRIGHTS, TRADEMARKS, TRADE SECRETS, AND OTHER INTELLECTUAL PROPERTY RIGHTS, IN AND TO THE LICENSED SOFTWARE AND ANY COPIES THEREOF. YOU HAVE ONLY THE LIMITED RIGHTS WITH RESPECT TO THE LICENSED SOFTWARE EXPRESSLY SET FORTH IN THIS AGREEMENT AND YOU HAVE NO OTHER RIGHTS, IMPLIED OR OTHERWISE. THE STRUCTURE, ORGANIZATION, AND CODE OF THE LICENSED SOFTWARE ARE VALUABLE TRADE SECRETS OF AUTODESK AND ITS LICENSORS AND YOU SHALL KEEP SUCH TRADE SECRETS CONFIDENTIAL. THE LICENSED SOFTWARE IS LICENSED, NOT SOLD.

6.	DISCLAIMER OF WARRANTY

6.1	THE LICENSED SOFTWARE IS PROVIDED “AS IS” AND WITH ANY WARRANTY OF ANY KIND.

6.2	AUTODESK AND ITS LICENSORS DO NOT MAKE AND HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THE LICENSED SOFTWARE. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE LICENSED SOFTWARE OR ANY COMMUNICATION WITH YOU CONSTITUTES TECHNICAL INFORMATION AND NOT AN EXPRESS WARRANTY OR GUARANTEE. IN ADDITION, AUTODESK AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY OTHER WARRANTY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, AUTODESK DOES NOT WARRANT THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

7.	WARNINGS

7.1	FUNCTIONALITY LIMITATIONS. COMPUTER-AIDED DESIGN SOFTWARE AND OTHER TECHNICAL SOFTWARE ARE TOOLS INTENDED TO BE USED BY TRAINED PROFESSIONALS ONLY. THEY ARE NOT SUBSTITUTES FOR YOUR PROFESSIONAL JUDGMENT OR INDEPENDENT TESTING. COMPUTER-AIDED DESIGN SOFTWARE AND OTHER TECHNICAL SOFTWARE ARE INTENDED TO ASSIST WITH PRODUCT DESIGN AND ARE NOT SUBSTITUTES FOR INDEPENDENT DESIGN ANALYSIS, ESTIMATION, OR TESTING OF PRODUCT STRESS, SAFETY, AND UTILITY. DUE TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE LICENSED SOFTWARE, THE LICENSED SOFTWARE HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE USED. AUTODESK SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE RESULTS OBTAINED THROUGH THE USE OF THE LICENSED SOFTWARE. PERSONS USING THE LICENSED SOFTWARE ARE RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT, AND CONTROL OF THE LICENSED SOFTWARE. THIS RESPONSIBILITY INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE LICENSED SOFTWARE AND THE SELECTION OF THE SOFTWARE AND OTHER PROGRAMS TO ACHIEVE INTENDED RESULTS. PERSONS USING THE LICENSED SOFTWARE ARE ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY AND ACCURACY OF ANY PROGRAM OUTPUT, INCLUDING ALL ITEMS DESIGNED BY USING THE LICENSEDSOFTWARE.

7.2	ACTIVATION CODE REQUIRED.
	A.	INSTALLATION, ACCESS, AND CONTINUED USE OF THE LICENSED SOFTWARE MAY REQUIRE AN ACTIVATION CODE. REGISTRATION IS REQUIRED BEFORE AN ACTIVATION CODE IS ISSUED BY AUTODESK. YOU AGREE THAT AUTODESK MAY USE DATA AND INFORMATION PROVIDED BY YOU, A LICENSED SOFTWARE RESELLER, OR ANY OTHER THIRD PARTY ACTING ON YOUR BEHALF IN CONNECTION WITH YOUR LICENSE OF THE LICENSED SOFTWARE TO REGISTER THE LICENSED SOFTWARE. YOU AGREE TO PROVIDE AUTODESK, ANY LICENSED SOFTWARE RESELLER, OR ANY OTHER THIRD PARTY ACTING ON YOUR BEHALF WITH ACCURATE AND CURRENT REGISTRATION INFORMATION REQUIRED BY AUTODESK, AND YOU FURTHER AGREE TO MAINTAIN AND UPDATE YOUR REGISTRATION INFORMATION THROUGH CUSTOMER DATA REGISTRATION PROCESSES THAT MAY BE PROVIDED BY AUTODESK. YOU CONSENT TO AUTODESK’S USING THE PERSONAL INFORMATION PROVIDED TO AUTODESK AT REGISTRATION, OR UPDATED THEREAFTER, TO ISSUE ACTIVATION CODES, TO MANAGE AUTODESK’S RELATIONSHIP WITH YOU (INCLUDING AUTOMATING THE ISSUANCE OF ACTIVATION CODES FOR FUTURELICENSES), TO VALIDATE ENTITLEMENT AND USAGE OF LICENSED SOFTWARE AND TO OTHERWISE USE AND DISCLOSE SUCH PERSONAL INFORMATION IN CONFORMANCE WITH ITS APPLICABLE PRIVACY POLICY (AS UPDATED FROM TIME TO TIME), WHICH IS AVAILABLE ON AUTODESK’S WEBSITE OR ON REQUEST.
	B.	THE ACTIVATION SECURITY MECHANISMS MAY DISABLE THE LICENSED SOFTWARE IF YOU TRY TO TRANSFER IT TO ANOTHER COMPUTER, IF YOU TAMPER WITH THE DATE-SETTING MECHANISMS ON YOUR COMPUTER, IF YOU USE THE LICENSED SOFTWARE PAST AN APPLICABLE EVALUATION PERIOD OR LIMITED TERM, OR IF YOU UNDERTAKE CERTAIN OTHER ACTIONS THAT MAY OFFSET THE SECURITY MODE. MORE INFORMATION IS AVAILABLE FROM AUTODESK ON REQUEST.

8.	LIMITATION OF LIABILITY

IN NO EVENT SHALL AUTODESK OR ITS LICENSORS HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, OR DATA; BUSINESS INTERRUPTION, OR COST OF COVER. IN ADDITION, IN NO EVENT SHALL THE LIABILITY OF AUTODESK OR ITS LICENSORS FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE LICENSED SOFTWARE, OR THIS AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU FOR THE LICENSED SOFTWARE DIRECTLY RESPONSIBLE FOR SUCH DAMAGES. THE LIMITATIONS OF LIABILITY IN THIS SECTION 8 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW TO ANY DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EVEN IF AUTODESK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE.
AUTODESK SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE LICENSED SOFTWARE OR THE MEDIA ON WHICH THE LICENSED SOFTWARE IS FURNISHED TO YOU. AUTODESK SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN LICENSED SOFTWARE OR LICENSED SOFTWARE MEDIA. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE LICENSED SOFTWARE AND THE MEDIA ON WHICH THE LICENSED SOFTWARE IS FURNISHED AND FOR BACKING UP ANY DATA.

9.	U.S. GOVERNMENT RESTRICTED RIGHTS

ALL LICENSED SOFTWARE PROVIDED TO THE U.S. GOVERNMENT ARE PROVIDED WITH THE SAME COMMERCIAL LICENSE RIGHTS AND RESTRICTIONS DESCRIBED ELSEWHERE HEREIN.

10.	USE OF OPEN SOURCE SOFTWARE BY YOU

IF YOU USE ANY THIRD PARTY SOFTWARE (INCLUDING FREE OR OPEN SOURCE SOFTWARE), WHETHER OR NOT IN CONJUNCTION WITH THE LICENSED SOFTWARE, YOU SHALL ENSURE THAT ITS USE DOES NOT: (I) CREATE, OR PURPORT TO CREATE, OBLIGATIONS OF AUTODESK OR ANY OF ITS AFFILIATES WITH RESPECT TO THE LICENSED SOFTWARE; (II) GRANT, OR PURPORT TO GRANT, TO ANY THIRD PARTY ANY RIGHTS TO OR IMMUNITIES UNDER AUTODESK’S OR ANY OF ITS AFFILIATES INTELLECTUAL PROPERTY RIGHTS; OR (III) CAUSE THE LICENSED SOFTWARE TO BE SUBJECT TO ANY LICENSING TERMS OTHER THAN THOSE SET FORTH IN THIS AGREEMENT.

11.	FEEDBACK

YOU MAY PROVIDE TO AUTODESK REASONABLE SUGGESTIONS, COMMENTS AND OTHER FEEDBACK WITH RESPECT TO THE LICENSED SOFTWARE (“FEEDBACK”). YOU GRANT AUTODESK, UNDER ALL OF YOUR  INTELLECTUAL PROPERTY RIGHTS, THE FOLLOWING WORLDWIDE, EXCLUSIVE, TRANSFERABLE, PERPETUAL, IRREVOCABLE, ROYALTY-FREE, FULLY PAID-UP RIGHTS: (I) TO MAKE, HAVE MADE, USE, COPY, MODIFY, AND CREATE DERIVATIVE WORKS OF THE FEEDBACK AS PART OF ANY AUTODESK PRODUCT, TECHNOLOGY, SERVICE, SPECIFICATION OR DOCUMENTATION; (II) TO PUBLICLY PERFORM OR DISPLAY, IMPORT, BROADCAST, TRANSMIT, DISTRIBUTE, LICENSE, OFFER TO SELL AND SELL, RENT, LEASE OR LEND COPIES OF THE FEEDBACK (AND DERIVATIVE WORKS THEREOF AND IMPROVEMENTS THEREON); AND (III) TO SUBLICENSE TO THIRD PARTIES THE FOREGOING RIGHTS, INCLUDING THE RIGHT TO SUBLICENSE TO FURTHER THIRD PARTIES.

12.	GENERAL

12.1.	NO ASSIGNMENT; INSOLVENCY. YOU MAY NOT ASSIGN THIS AGREEMENT OR ANY RIGHTS HEREUNDER (WHETHER BY PURCHASE OF STOCK OR ASSETS, MERGER, CHANGE OF CONTROL, OPERATION OF LAW, OR OTHERWISE) AND ANY PURPORTED ASSIGNMENT BY YOU SHALL BE VOID. THE AGREEMENT AND THE LICENSES GRANTED HEREUNDER SHALL TERMINATE WITHOUT FURTHER NOTICE OR ACTION BY AUTODESK IF YOU BECOME BANKRUPT OR INSOLVENT, MAKE AN ARRANGEMENT WITH YOUR CREDITORS, OR GO INTO LIQUIDATION.

12.2.	CHOICE OF LAW. THIS AGREEMENT AND ANY DISPUTES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, U.S.A., WITHOUT REFERENCE TO CONFLICT-OF-LAWS PRINCIPLES AND EXCLUDING THE UN CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.

12.3	ENTIRE AGREEMENT. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN US AND SUPERSEDES ANY OTHER PREVIOUS OR CONTEMPORANEOUS COMMUNICATIONS, AGREEMENTS, REPRESENTATIONS, WARRANTIES OR ADVERTISING WITH RESPECT TO THE LICENSED SOFTWARE. ANY MODIFICATIONS TO THIS AGREEMENT SHALL BE INVALID, UNLESS MADE IN WRITING AND SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF AUTODESK.

12.4	SEVERABILITY. IF AND TO THE EXTENT ANY PROVISION OF THIS AGREEMENT IS HELD ILLEGAL, INVALID, OR UNENFORCEABLE IN WHOLE OR IN PART UNDER APPLICABLE LAW, SUCH PROVISION OR SUCH PORTION THEREOF SHALL BE INEFFECTIVE AS TO THE JURISDICTION IN WHICH IT IS ILLEGAL, INVALID, OR UNENFORCEABLE TO THE EXTENT OF ITS ILLEGALITY, INVALIDITY, OR UNENFORCEABILITY AND SHALL BE DEEMED MODIFIED TO THE EXTENT NECESSARY TO CONFORM TO APPLICABLE LAW SO AS TO GIVE THE MAXIMUM EFFECT TO THE INTENT OF THE PARTIES. THE ILLEGALITY, INVALIDITY, OR UNENFORCEABILITY OF SUCH PROVISION IN THAT JURISDICTION SHALL NOT IN ANY WAY AFFECT THE LEGALITY, VALIDITY, OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER JURISDICTION OR AFFECT THE LEGALITY, VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT.

12.5	NO WAIVER. NO TERM OR PROVISION HEREOF WILL BE CONSIDERED WAIVED, AND NO BREACH EXCUSED, UNLESS SUCH WAIVER IS IN WRITING SIGNED ON BEHALF OF THE PARTY AGAINST WHOM THE WAIVER IS ASSERTED. NO WAIVER (WHETHER EXPRESS OR IMPLIED) WILL CONSTITUTE A CONSENT TO, WAIVER OF, OR EXCUSE OF ANY OTHER, DIFFERENT, OR SUBSEQUENT BREACH.

12.6	AUDITS. TO ENSURE COMPLIANCE WITH THIS AGREEMENT, YOU AGREE THAT UPON REASONABLE NOTICE, AUTODESK OR AUTODESK’S AUTHORIZED REPRESENTATIVE SHALL HAVE THE RIGHT TO INSPECT AND AUDIT YOUR INSTALLATION, ACCESS, AND USE OF THE LICENSED SOFTWARE. ANY SUCH INSPECTION OR AUDIT SHALL BE CONDUCTED DURING REGULAR BUSINESS HOURS AT YOUR FACILITIES OR ELECTRONICALLY, EITHER BY AUTODESK OR BY REPRESENTATIVES AUTHORIZED BY AUTODESK FOR THIS PURPOSE. IF SUCH INSPECTIONS OR AUDITS DISCLOSE THAT YOU HAVE INSTALLED, ACCESSED, OR PERMITTED ACCESS TO THE LICENSED SOFTWARE IN A MANNER THAT IS NOT PERMITTED UNDER THIS AGREEMENT, THEN (I) YOU ARE LIABLE TO PAY FOR ANY UNPAID LICENSE FEES AS WELL AS THE REASONABLE COSTS OF THE AUDIT; AND (II) WITHOUT LIMITATION OF SECTION 2.1 (LICENSE GRANT), AND UNLESS AUTODESK OTHERWISE ELECTS IN WRITING, THE LICENSE GRANT WITH RESPECT TO THE LICENSED SOFTWARE WILL TERMINATE IMMEDIATELY. ANY INFORMATION OBTAINED BY AUTODESK OR AUTODESK’S AUTHORIZED REPRESENTATIVE DURING THE COURSE OF SUCH INSPECTION AND AUDIT WILL BE USED AND DISCLOSED BY AUTODESK SOLELY FOR PURPOSES OF SUCH INSPECTION AND AUDIT AND FOR ENFORCEMENT OF AUTODESK’S RIGHTS UNDER THIS AGREEMENT AND APPLICABLE LAW, UNLESS OTHER USES OR DISCLOSURES ARE REQUIRED UNDER APPLICABLE LAW. NOTHING IN THIS SECTION SHALL BE DEEMED TO LIMIT ANY LEGAL OR EQUITABLE REMEDIES AVAILABLE TO AUTODESK FOR VIOLATION OF THIS AGREEMENT OR APPLICABLE LAW.

12.7	LANGUAGE. THE ENGLISH LANGUAGE VERSION OF THIS AGREEMENT IS LEGALLY BINDING IN CASE OF ANY INCONSISTENCIES BETWEEN THE ENGLISH VERSION AND ANY TRANSLATIONS.

12.8	CONSTRUCTION. AMBIGUITIES IN THIS AGREEMENT WILL NOT BE CONSTRUED AGAINST THE DRAFTER.

12.9	CANADIAN LICENSE. IF YOU LICENSED THE LICENSE FOR THIS LICENSED SOFTWARE IN CANADA, YOU AGREE TO THE FOLLOWING: THE PARTIES HERETO CONFIRM THAT IT IS THEIR WISH THAT THIS AGREEMENT, AS WELL AS OTHER DOCUMENTS RELATING HERETO, INCLUDING NOTICES, HAVE BEEN AND SHALL BE WRITTEN IN THE ENGLISH LANGUAGE ONLY. LES PARTIES CI-DESSUS CONFIRMENT LEUR DÉSIR QUE CET ACCORD AINSI QUE TOUS LES DOCUMENTS, Y COMPRIS TOUS AVIS QUI S'Y RATTACHENT, SOIENT RÉDIGÉS EN LANGUE ANGLAISE.
