CVS commit: pkgsrc/licenses

["Tobias Nygren" <tnn%netbsd.org@localhost>]

Module Name:    pkgsrc
Committed By:   tnn
Date:           Wed Apr 26 21:29:16 UTC 2017

Added Files:
        pkgsrc/licenses: autodesk-license
Removed Files:
        pkgsrc/licenses: eagle-license

Log Message:
replace eagle-license with autodesk-license


To generate a diff of this commit:
cvs rdiff -u -r0 -r1.1 pkgsrc/licenses/autodesk-license
cvs rdiff -u -r1.1 -r0 pkgsrc/licenses/eagle-license

Please note that diffs are not public domain; they are subject to the
copyright notices on the relevant files.

Added files:

Index: pkgsrc/licenses/autodesk-license
diff -u /dev/null pkgsrc/licenses/autodesk-license:1.1
--- /dev/null   Wed Apr 26 21:29:16 2017
+++ pkgsrc/licenses/autodesk-license    Wed Apr 26 21:29:16 2017
@@ -0,0 +1,1419 @@
+http://download.autodesk.com/us/FY18/Suites/LSA/en-US/lsa.html
+
+Autodesk
+
+LICENSE AND SERVICES AGREEMENT
+
+READ CAREFULLY: AUTODESK LICENSES THE SOFTWARE AND OTHER LICENSED MATERIALS
+ONLY ON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS CONTAINED OR
+REFERENCED IN THIS AGREEMENT.
+
+By selecting the ?I accept? button or other button or mechanism designed to
+acknowledge agreement to the terms of an electronic copy of this Agreement, or
+by installing, downloading, accessing, or otherwise copying or using all or any
+portion of the Autodesk Materials, (i) you accept this Agreement on behalf of
+the entity for which you are authorized to act (e.g., an employer) and
+acknowledge that such entity is legally bound by this Agreement (and you agree
+to act in a manner consistent with this Agreement) or, if there is no such
+entity for which you are authorized to act, you accept this Agreement on behalf
+of yourself as an individual and acknowledge that you are legally bound by this
+Agreement, and (ii) you represent and warrant that you have the right, power
+and authority to act on behalf of and bind such entity (if any) or yourself.
+You may not accept this Agreement on behalf of another entity unless you are an
+employee or other agent of such other entity with the right, power and
+authority to act on behalf of such other entity.
+
+If Licensee is unwilling to accept this Agreement, or you do not have the
+right, power and authority to act on behalf of and bind such entity or yourself
+as an individual (if there is no such entity), (a) DO NOT SELECT THE ?I ACCEPT?
+BUTTON OR OTHERWISE CLICK ON ANY BUTTON OR OTHER MECHANISM DESIGNED TO
+ACKNOWLEDGE AGREEMENT, AND DO NOT INSTALL, DOWNLOAD, ACCESS, OR OTHERWISE COPY
+OR USE ALL OR ANY PORTION OF THE AUTODESK MATERIALS; AND (b) WITHIN THIRTY (30)
+DAYS FROM THE DATE OF ACQUIRING THE AUTODESK MATERIALS, LICENSEE MAY RETURN THE
+AUTODESK MATERIALS (INCLUDING ANY COPIES) TO THE ENTITY FROM WHICH THEY WERE
+ACQUIRED FOR A REFUND OF THE APPLICABLE LICENSE FEES PAID BY THE LICENSEE.
+
+The words ?Autodesk", ?Agreement? and ?Licensee? and other capitalized terms
+used in this Agreement are defined terms. The definitions can be found in
+Exhibit A (if the terms are not defined in the main body of the Agreement).
+
+1. License
+
+1.1 License Grant. Subject to and conditioned on Licensee?s continuous
+compliance with this Agreement and payment of the applicable fees, Autodesk
+grants Licensee a nonexclusive, nonsublicensable, nontransferable, limited
+license to Install and Access the Licensed Materials, in each case solely (a)
+in the Territory, (b) within the scope of the License Type and Permitted Number
+specified in the applicable License Identification, and (c) in accordance with
+the other terms of this Agreement. Various License Types are described in
+Exhibit B. In any case where the License Identification does not specify a
+License Type or Permitted Number, or there is no License Identification, the
+License Type will, by default, be the Evaluation License and the Permitted
+Number will, by default, be one (1).
+
+1.2 Upgrades and Previous Versions.
+
+1.2.1 Effect of Upgrades. If Autodesk or a Reseller provides Licensee with an
+Upgrade to other Licensed Materials previously licensed to Licensee, the
+Licensed Materials previously licensed to Licensee and any other Autodesk
+Materials relating thereto will thereafter be deemed to be a ?Previous
+Version.? Except as set forth in Section 1.2.2 (Exception for Relationship
+Program Licensees), the license grant and other rights with respect to any
+Previous Version will terminate one hundred twenty (120) days after
+Installation of the Upgrade. Within such one hundred twenty (120) day period,
+except as set forth in Section 1.2.2 (Exception for Relationship Program
+Licensees), (a) Licensee must cease all use of any Previous Version and
+Uninstall all copies of the Previous Version, and (b) upon expiration of such
+period, such Previous Version will no longer constitute Licensed Materials but
+rather will be deemed to be Excluded Materials and Licensee will no longer have
+a license for any such Previous Version. At Autodesk?s request, Licensee agrees
+to destroy or return to Autodesk or the Reseller from which they were acquired
+all copies of the Previous Version. Autodesk reserves the right to require
+Licensee to show satisfactory proof that all copies of any Previous Version
+have been Uninstalled and, if so requested by Autodesk, destroyed or returned
+to Autodesk or the Reseller from which they were acquired.
+
+1.2.2 Exception for Relationship Program Licensees. The termination of rights
+as to Previous Versions described in Section 1.2.1 (Effect of Upgrades) may not
+apply to Licensee if and to the extent (a) Licensee participates in a
+Relationship Program and the Relationship Program Terms authorize Licensee to
+retain such Previous Versions or (b) otherwise authorized in writing by
+Autodesk.
+
+1.3 Additional Terms. The Licensed Materials (or portions thereof) may be
+subject to terms (e.g., terms accompanying such Licensed Materials or made
+available in connection with ordering, installing, downloading, accessing,
+using or copying such Licensed Materials) that are in addition to or different
+from the terms set forth in this Agreement, and Licensee agrees to comply with
+such terms.
+
+1.4 Other Materials. If Autodesk provides or makes available to Licensee any
+additional materials associated with the Licensed Materials, including any
+corrections, patches, service packs, updates or upgrades to, or new versions
+of, the Licensed Materials (including Upgrades) or any Supplemental Materials
+or User Documentation for the Licensed Materials, (a) such additional materials
+may include or be subject to other terms in addition to or different from the
+terms set forth in this Agreement (including, without limitation, additional or
+different fees, license terms, or restrictions on use), and Licensee agrees to
+comply with such terms, or (b) if there are no other terms for such additional
+materials, they will (except as otherwise provided by Section 1.2 (Upgrades and
+Previous Versions)) be subject to the same terms (including, without
+limitation, the licenses, applicable License Type and Permitted Number, and
+other terms of this Agreement) as the Licensed Materials to which such
+additional materials apply. In no event will the foregoing result in any rights
+with respect to Excluded Materials.
+
+1.5 Authorized Users. Licensee may permit the Licensed Materials to be
+Installed and/or Accessed only by Licensee?s Personnel (except as otherwise
+designated in the applicable License Type), and any such Installation or Access
+will be subject to any other requirements imposed by this Agreement and the
+applicable License Type and Permitted Number. Licensee will be responsible for
+compliance with this Agreement by Licensee?s Personnel and any other persons
+who may have Access to the Autodesk Materials through Licensee (whether or not
+such Access is authorized by Autodesk or within the scope of the applicable
+License Type and Permitted Number).
+
+1.6 Third-Party Licensed Materials. The Autodesk Materials may contain or be
+accompanied by third-party software, data or other materials that are subject
+to and provided in accordance with terms that are in addition to or different
+from the terms set forth in this Agreement. Such terms may be included or
+referenced in or with such third-party software, data or other materials (e.g.,
+in the ?About box?) or a web page specified by Autodesk (the URL for which may
+be obtained on Autodesk?s website or on request to Autodesk). Licensee agrees
+to comply with such terms. In addition, Licensee will take sole responsibility
+for obtaining and complying with any licenses that may be necessary to use
+third-party software, data or other materials that Licensee uses or obtains for
+use in conjunction with the Licensed Materials. Licensee acknowledges and
+agrees that Autodesk has no responsibility for, and makes no representations or
+warranties regarding, such third-party software, data or other materials or
+Licensee?s use of such third-party software, data or other materials.
+
+1.7 Relationship Programs. Autodesk may offer to Licensee, and (if so) Licensee
+may participate in one (1) or more Relationship Programs applicable to the
+Licensed Materials licensed to Licensee under this Agreement (and such
+Relationship Programs may include rights in addition to or different from those
+set forth in this Agreement). Any Relationship Programs are subject to
+Autodesk?s terms therefor, which terms are set forth in the applicable
+Relationship Program Terms. Licensee agrees that if it requests, accepts, or
+makes use of any Relationship Program, Licensee will be bound by such terms, as
+they may be modified from time to time in accordance with the applicable
+Relationship Program Terms (and such terms, as so modified from time to time,
+are a part of and incorporated by reference into this Agreement), and Licensee
+agrees to comply with such terms. Licensee acknowledges that Autodesk may
+require a further acceptance of such terms as a condition to participation in a
+Relationship Program.
+
+1.8 Services. Autodesk may provide, and Licensee may elect to receive or
+benefit from, certain Services from time to time. Any Services are subject to
+Autodesk?s terms therefor, which terms are set forth in the applicable Services
+Terms. Licensee agrees that if it requests, accepts, or makes use of any
+Services, Licensee will be bound by such terms, as they may be modified from
+time to time in accordance with the applicable Services Terms (and such terms,
+as so modified from time to time, are a part of and incorporated by reference
+into this Agreement), and Licensee agrees to comply with such terms. Licensee
+acknowledges that Autodesk may require a further acceptance of such terms as a
+condition to providing Services.
+
+1.9 Archival Copy. Licensee?s license under Section 1.1 (License Grant)
+includes the right to make a single archival copy of the Licensed Materials in
+the Territory, provided that (a) the single-copy limitation will not apply to
+copies made as an incidental part of a routine backup of Licensee?s entire
+computer system on which the Licensed Materials are Installed in accordance
+with this Agreement, where such backup includes the making of copies of
+substantially all other software on such computer system and (b) any archival
+copy may be Accessed or Installed (other than on a backup storage medium from
+which the Licensed Materials cannot be Accessed) only when and for so long as
+the primary copy of the Licensed Materials is inaccessible and inoperable.
+Copies of the Licensed Materials that are Installed and are in excess of the
+Permitted Number at any time while the primary copy of the Licensed Materials
+is also Accessible are not "archival copies" as permitted under this Section
+1.9 (Archival Copy).
+
+1.10 Nature of Licenses. Licensee acknowledges and agrees that when Licensee
+acquires a license of Licensed Materials, (including through a Relationship
+Program or Services), Licensee?s acquisition is neither contingent on the
+delivery of any future features or functionality nor subject to any public or
+other comments (oral, written or otherwise) made by Autodesk regarding future
+features or functionality.
+
+1.11 APIs. Licensee acknowledges and agrees that any API Information and
+Development Materials (unless otherwise specified by Autodesk in additional or
+different terms associated with such API Information or Development Materials)
+(a) are confidential and proprietary to Autodesk, (b) may not be distributed,
+disclosed or otherwise provided to third parties, (c) may be used only
+internally and only in conjunction with and for Licensee?s own authorized
+internal use of the Licensed Materials to which the API Information or
+Development Materials relate, such as the development and support of
+applications, modules and components to operate on or with such Licensed
+Materials, and (d) may only be Installed on the same Computer(s) where such
+Licensed Materials are permitted to be Installed. Notwithstanding the foregoing
+or Section 3 (All Rights Reserved), if Licensee develops any such applications,
+modules and components in accordance with this Agreement, nothing in this
+Agreement will prohibit Licensee from using such applications, modules and
+components with (and porting such applications, modules and components to)
+other software and hardware (including the software and hardware of third
+parties), if such applications, modules and components (i) do not incorporate
+or embody any Development Materials or other Autodesk Materials (other than the
+API Information that was used in the development thereof in accordance with
+this Agreement) and (ii) do not disclose the API Information. For purposes of
+this Section 1.11 (APIs), (A) ?API Information? means the standard applications
+programming interface (?API?) information generally provided by Autodesk to
+licensees of the Licensed Materials that specifies the requirements for
+interfacing to (e.g., invoking or directing the functions of) the software
+included in such Licensed Materials; and (B) ?Development Materials? means SDKs
+and other toolkits, libraries, scripts, reference or sample code, and similar
+developer materials included in the Licensed Materials. API Information does
+not include any implementation of such interface information, any Development
+Materials, or any other software, module or component.
+
+2. License Limitations; Prohibitions
+
+2.1 Limitations and Exclusions.
+
+2.1.1 No License Granted; Unauthorized Activities. The parties acknowledge and
+agree that, notwithstanding anything to the contrary in this Agreement, no
+license is granted (whether expressly, by implication or otherwise) under this
+Agreement (and this Agreement expressly excludes any right) (a) to Excluded
+Materials, (b) to any Autodesk Materials that Licensee did not acquire lawfully
+or that Licensee acquired in violation of or in a manner inconsistent with this
+Agreement, (c) for Installation of or Access to the Licensed Materials beyond
+the applicable license term (whether a fixed term or Relationship Program
+period or term) or outside the scope of the applicable License Type or
+Permitted Number, (d) for Installation of the Licensed Materials on any
+Computer other than a Computer owned or leased, and controlled, by Licensee,
+unless otherwise authorized in writing by Autodesk, (e) to distribute, rent,
+loan, lease, sell, sublicense, transfer or otherwise provide all or any portion
+of the Autodesk Materials to any person or entity except as expressly set forth
+in this Agreement or as expressly authorized in writing by Autodesk, (f) to
+provide or make available any features or functionality of the Autodesk
+Materials to any person or entity (other than to and for Licensee itself for
+the purpose specified in the applicable License Type), whether or not over a
+network and whether or not on a hosted basis, (g) except as otherwise expressly
+provided with respect to a specific License Type, to Install or Access or allow
+the Installation of or Access to the Autodesk Materials over the Internet or
+other non-local network, including, without limitation, use in connection with
+a wide area network (WAN), virtual private network (VPN), virtualization, Web
+hosting, time-sharing, service bureau, software as a service, cloud or other
+service or technology, (h) to remove, alter or obscure any proprietary notices,
+labels or marks in the Autodesk Materials, (i) to decompile, disassemble or
+otherwise reverse engineer the Autodesk Materials, or (j) to translate, adapt,
+arrange, or create derivative works based on, or otherwise modify the Autodesk
+Materials for any purpose.
+
+2.1.2 Licensed Materials as a Single Product. The Licensed Materials are
+licensed to Licensee as a single product and the applicable components may not
+be separated for Installation or Access (and all such components must be
+Installed and Accessed on the same Computer except as authorized in writing by
+Autodesk).
+
+2.1.3 Territory. Except as otherwise authorized in writing by Autodesk, the
+licenses granted in this Agreement are granted only for the Territory. Nothing
+in this Agreement permits Licensee (including, without limitation, Licensee?s
+Personnel, if any) to Install or Access the Licensed Materials outside of the
+Territory.
+
+2.1.4 Effect of Unauthorized Use. Licensee will not engage in, and will not
+permit or assist any third party to engage in any of the uses or activities
+prohibited (or any uses or activities inconsistent with the limitations
+described) in this Section 2.1 (Limitations and Exclusions) (collectively,
+?Unauthorized Uses?). Any such Unauthorized Use, and any Installation of or
+Access to the Licensed Materials provided under this Agreement, outside of the
+scope of the applicable license grants (including, without limitation, outside
+the applicable License Type and/or Permitted Number) or otherwise not in
+accordance with this Agreement, constitute or result in infringement of
+Autodesk?s intellectual property rights as well as a breach of this Agreement.
+Licensee will notify Autodesk promptly of any such Unauthorized Uses or other
+unauthorized Installation or Access.
+
+2.2 Circumvention.
+
+2.2.1 Licensee may not (i) utilize any equipment, device, software, or other
+means to (or designed to) circumvent or remove any form of technical protection
+used by Autodesk in connection with the Autodesk Materials, or (ii) Install or
+Access the Autodesk Materials with any product code, authorization code, serial
+number, or other copy-protection device not supplied by Autodesk directly or
+through a Reseller. Without limitation of the generality of the foregoing,
+Licensee may not utilize any equipment, device, software, or other means to (or
+designed to) circumvent or remove the Autodesk License Manager or any tool or
+technical protection measure provided or made available by Autodesk for
+managing, monitoring or controlling Installation of or Access to Autodesk
+Materials.
+
+2.2.2 Licensee may not utilize any equipment, device, software, or other means
+to (or designed to) circumvent or remove any usage restrictions, or to enable
+functionality disabled by Autodesk, in connection with the Excluded Materials.
+Licensee may not bypass or delete any functionality or technical limitations of
+the Autodesk Materials that (or that are designed to) prevent or inhibit the
+unauthorized copying of, Installation or Access to the Excluded Materials.
+
+3. All Rights Reserved
+
+Autodesk and its licensors retain title to and ownership of, and all other
+rights with respect to, the Autodesk Materials and all copies thereof,
+including, without limitation, any related copyrights, trademarks, trade
+secrets, patents, and other intellectual property rights. Licensee has only the
+limited licenses granted with respect to the Licensed Materials expressly set
+forth in this Agreement, and Licensee has no other rights, implied or
+otherwise. Licensee acknowledges and agrees that the Autodesk Materials are
+licensed, not sold, and that rights to Install and Access the Licensed
+Materials are acquired only under the license from Autodesk. The structure and
+organization of Software included in the Autodesk Materials, any source code or
+similar materials relating to such Software, any API Information and
+Development Materials (both as described in Section 1.11 (APIs)), and any other
+Licensed Materials identified as confidential or proprietary are valuable trade
+secrets of, and confidential and proprietary information of, Autodesk and its
+suppliers, and (a) may not be distributed, disclosed or otherwise provided to
+third parties, and (b) may be used only internally and only in conjunction with
+and for Licensee?s own authorized internal use of the Licensed Materials.
+
+4. Privacy; Use of Information; Connectivity
+
+4.1 Privacy and Use of Information. Licensee acknowledges and agrees that
+Licensee (and third parties acting on Licensee?s behalf) may provide, and
+Autodesk and its Resellers (and third parties acting on behalf of Autodesk and
+its Resellers) may obtain, certain information and data with respect to
+Licensee (including, without limitation, personal information) and Licensee?s
+business in connection with this Agreement, including, without limitation,
+information and data provided to or obtained by Autodesk and its Resellers (or
+third parties acting on behalf of Autodesk and its Resellers) through the
+Customer Information Form and otherwise, in connection with ordering,
+registration, activation, updating, validating entitlement to, auditing,
+monitoring Installation of and Access to Autodesk Materials, Relationship
+Programs and Services and managing the relationship with Licensee. Licensee
+hereby consents to Autodesk maintaining, using, storing and disclosing such
+information and data (including, without limitation, personal information, if
+any) in conformity with Autodesk?s policies on privacy and data protection, as
+such policies may be updated from time to time, including without limitation
+Autodesk?s Privacy Statement, as currently located at http://usa.autodesk.com/
+privacy/. Without limitation of the generality of the foregoing, Licensee
+acknowledges and agrees that: (a) Autodesk may from time to time prompt
+Licensee (and third parties acting on Licensee?s behalf) to provide express
+agreement to the terms of Autodesk?s Privacy Statement and/or express agreement
+to specific uses of information and data (including, without limitation,
+personal information); (b) Autodesk may provide information and data,
+including, without limitation, information and data about Licensee?s use of
+Autodesk Materials, Relationship Programs, and Licensee?s support requests, to
+Autodesk subsidiaries and affiliates, Resellers and other third parties in
+connection with the provision, maintenance, administration or usage of Licensed
+Materials, Relationship Programs or Services or in connection with enforcement
+of any agreements relating to Licensed Materials, Relationship Programs or
+Services; and (c) Autodesk may make cross-border transfers of such information
+and data, including to jurisdictions with privacy or data protection laws that
+are less protective of Licensee than the jurisdiction in which Licensee is
+domiciled. Licensee acknowledges and agrees that such policies may be changed
+from time to time by Autodesk and that, effective upon posting on Autodesk?s
+website or other written notice from Autodesk, Licensee will be subject to such
+changes.
+
+4.2 Connectivity. Certain Licensed Materials may facilitate or require
+Licensee?s access to and use of content and services that are hosted on
+websites maintained by Autodesk or by third parties. In some cases, such
+content and services may appear to be a feature or function within, or
+extension of, the Licensed Materials on Licensee?s Computer even though hosted
+on such websites. Accessing such content or services and use of Licensed
+Materials may cause Licensee?s Computer, without additional notice, to connect
+automatically to the Internet (transitorily, intermittently or on a regular
+basis) and to communicate with an Autodesk or third-party website?for example,
+for purposes of providing Licensee with additional information, features and
+functionality or to validate that the Licensed Materials and/or content or
+services are being used as permitted under this Agreement or other applicable
+terms. Such connectivity to Autodesk websites is governed by Autodesk?s
+policies on privacy and data protection described in this Section 4 (Privacy;
+Use of Information; Connectivity). Such connectivity to websites of third
+parties is governed by the terms (including the disclaimers and notices) found
+on such sites or otherwise associated with the third-party content or services.
+Autodesk does not control, endorse, or accept responsibility for any such
+third-party content or services, and any dealings between Licensee and any
+third party in connection with such content or services, including, without
+limitation, such third party?s privacy policies, use of personal information,
+delivery of and payment for goods and services, and any other terms associated
+with such dealings, are solely between Licensee and such third party. Autodesk
+may at any time, for any reason, modify or discontinue the availability of any
+third-party content or services. Access to and use of certain content and
+services (whether of Autodesk or third parties) may require assent to separate
+terms and/or payment of additional fees.
+
+5. Limited Warranty and Disclaimers
+
+5.1 Limited Warranty. Autodesk warrants that, as of the date on which the
+Licensed Materials are delivered to Licensee and for ninety (90) days
+thereafter or if the license term is shorter, such shorter period (?Warranty
+Period?), the Licensed Materials will provide the general features and
+functions described in the User Documentation portion of the Licensed
+Materials. Autodesk's entire liability and Licensee?s exclusive remedy during
+the Warranty Period (?Limited Warranty?) will be, with the exception of any
+statutory warranty or remedy that cannot be excluded or limited under law, at
+Autodesk's option, (i) to attempt to correct or work around errors, if any, or
+(ii) to refund the license fees, if any, paid by Licensee and terminate this
+Agreement or the license specific to such Licensed Materials. Such refund is
+subject to the return, during the Warranty Period, of the Autodesk Materials,
+with a copy of Licensee?s License Identification, to Licensee?s local Autodesk
+office or the Reseller from which Licensee acquired the Autodesk Materials. THE
+LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES LICENSEE SPECIFIC LEGAL
+RIGHTS. LICENSEE MAY HAVE ADDITIONAL LEGAL RIGHTS UNDER LAW WHICH VARY FROM
+JURISDICTION TO JURISDICTION. AUTODESK DOES NOT SEEK TO LIMIT LICENSEE?S
+WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW.
+
+5.2 Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN SECTION 5.1
+(LIMITED WARRANTY), AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
+AUTODESK AND ITS SUPPLIERS MAKE, AND LICENSEE RECEIVES, NO WARRANTIES,
+REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING,
+WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
+PARTICULAR PURPOSE, OR NONINFRINGEMENT, OR WARRANTIES OTHERWISE IMPLIED BY
+STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE) WITH RESPECT TO ANY
+AUTODESK MATERIALS, RELATIONSHIP PROGRAMS, OR SERVICES (PURSUANT TO A
+RELATIONSHIP PROGRAM OR OTHERWISE). ANY STATEMENTS OR REPRESENTATIONS ABOUT THE
+AUTODESK MATERIALS, RELATIONSHIP PROGRAMS OR SERVICES AND THEIR FEATURES OR
+FUNCTIONALITY IN THE LICENSED MATERIALS OR ANY COMMUNICATION WITH LICENSEE ARE
+FOR INFORMATION PURPOSES ONLY, AND DO NOT CONSTITUTE A WARRANTY,
+REPRESENTATION, OR CONDITION. WITHOUT LIMITING THE FOREGOING, AUTODESK DOES NOT
+WARRANT: (a) THAT THE OPERATION OR OUTPUT OF THE LICENSED MATERIALS OR SERVICES
+WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, RELIABLE, OR COMPLETE,
+WHETHER OR NOT UNDER A RELATIONSHIP PROGRAM OR SUPPORT BY AUTODESK OR ANY THIRD
+PARTY; (b) THAT ERRORS WILL BE CORRECTED BY AUTODESK OR ANY THIRD PARTY; OR (c)
+THAT AUTODESK OR ANY THIRD PARTY WILL RESOLVE ANY PARTICULAR SUPPORT REQUEST OR
+THAT SUCH RESOLUTION WILL MEET LICENSEE?S REQUIREMENTS OR EXPECTATIONS. NOTHING
+IN THE FOREGOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE
+IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED NOTWITHSTANDING
+A CONTRACTUAL RESTRICTION TO THE CONTRARY.
+
+6. Warnings
+
+6.1 Functionality Limitations. The Licensed Materials and Services (except for
+Licensed Materials designed for non-commercial use, such as Autodesk Materials
+designed to be used for household or other consumer purposes or licensed only
+for purposes of educational or individual learning) are commercial professional
+tools intended to be used by trained professionals only. Particularly in the
+case of commercial professional use, the Licensed Materials and Services are
+not a substitute for Licensee?s professional judgment or independent testing.
+The Licensed Materials and Services are intended only to assist Licensee with
+its design, analysis, simulation, estimation, testing and/or other activities
+and are not a substitute for Licensee?s own independent design, analysis,
+simulation, estimation, testing, and/or other activities, including those with
+respect to product stress, safety and utility. Due to the large variety of
+potential applications for the Licensed Materials and Services, the Licensed
+Materials and Services have not been tested in all situations under which they
+may be used. Autodesk will not be liable in any manner whatsoever for the
+results obtained through use of the Licensed Materials or Services. Persons
+using the Licensed Materials or Services are responsible for the supervision,
+management, and control of the Licensed Materials and Services and the results
+of using the Licensed Materials and Services. This responsibility includes,
+without limitation, the determination of appropriate uses for the Licensed
+Materials and Services and the selection of the Licensed Materials, Services
+and other computer programs and materials to help achieve intended results.
+Persons using the Licensed Materials or Services are also responsible for
+establishing the adequacy of independent procedures for testing the
+reliability, accuracy, completeness, and other characteristics of any output of
+the Licensed Materials or Services, including, without limitation, all items
+designed with the assistance of the Licensed Materials or Services. Licensee
+further acknowledges and agrees that the Licensed Materials form part of
+Licensee?s total unique hardware and software environment to deliver specific
+functionality, and that the Licensed Materials and Services provided by
+Autodesk may not achieve the results Licensee desires within Licensee?s design,
+analysis, simulation, estimation, and/or testing constraints.
+
+6.2 Activation Codes and Security.
+
+6.2.1 Activation Code Required for Installation/Access and Continued Use.
+Installation of and Access to the Licensed Materials require, and the continued
+use thereof may from time to time require, activation codes issued by Autodesk.
+Registration may be required before an activation code is issued by Autodesk.
+Licensee will provide Autodesk and its Reseller with any information required
+for such registration and agrees that any information provided to Autodesk or
+its Reseller will be accurate and current. Licensee will also maintain and
+update Licensee?s registration information, on an ongoing basis, through
+customer data registration processes, including without limitation the Customer
+Information Form, which may be provided by Autodesk. Licensee acknowledges and
+agrees that Autodesk may use such information in accordance with its Privacy
+Statement (as described or referenced in Section 4 (Privacy; Use of
+Information; Connectivity)).
+
+6.2.2 Disabling Access. LICENSEE ACKNOWLEDGES AND AGREES THAT INSTALLATION OF
+AND ACCESS TO LICENSED MATERIALS MAY BE DISABLED BY THE ACTIVATION, SECURITY,
+AND TECHNICAL PROTECTION MECHANISMS IF LICENSEE TRIES TO TRANSFER ALL OR A PART
+OF THE LICENSED MATERIALS TO ANOTHER COMPUTER, IF LICENSEE TAMPERS WITH THE
+TECHNICAL PROTECTION MECHANISMS OR DATE-SETTING MECHANISMS ON A COMPUTER OR IN
+THE LICENSED MATERIALS, IF LICENSEE USES THE LICENSED MATERIALS PAST AN
+APPLICABLE RELATIONSHIP PROGRAM PERIOD OR FIXED TERM, OR IF LICENSEE UNDERTAKES
+CERTAIN OTHER ACTIONS THAT AFFECT THE SECURITY MODE OR UNDER OTHER
+CIRCUMSTANCES AND THAT, IN ANY SUCH EVENT, LICENSEE?S ACCESS TO LICENSEE?S WORK
+PRODUCT AND OTHER DATA MAY BE AFFECTED. MORE INFORMATION IS CONTAINED IN THE
+APPLICABLE LICENSED MATERIALS OR AVAILABLE FROM AUTODESK ON REQUEST.
+
+6.2.3 Effect of Activation Codes. Licensee acknowledges and agrees that receipt
+of an activation code (whether or not provided to Licensee in error) will not
+constitute evidence of or affect the scope of Licensee?s license rights. Those
+rights will be only as set forth in this Agreement and the applicable License
+Identification.
+
+6.3 Affected Data. Work product and other data created with Licensed Materials
+made available under certain License Types, including licenses that limit the
+permitted purpose to educational purposes or personal learning purposes, may
+contain certain notices and limitations that make the work product and other
+data usable only in certain circumstances (e.g., only in the education field).
+In addition, if Licensee combines or links work product or other data created
+with such Licensed Materials with work product or other data otherwise created,
+then such other work product or data may also be affected by these notices and
+limitations. Autodesk will have no responsibility or liability whatsoever if
+Licensee combines or links work product or other data created with such
+Licensed Materials with work product or other data otherwise created. In
+addition, Licensee will not remove, alter or obscure any such notices or
+limitations.
+
+7. Limitations of Liability
+
+7.1 Limitation on Type and Amount of Liability. IN NO EVENT WILL AUTODESK OR
+ITS SUPPLIERS HAVE ANY LIABILITY (DIRECTLY OR INDIRECTLY) FOR ANY INCIDENTAL,
+SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES; FOR LOSS OF PROFITS, USE,
+REVENUE, OR DATA; OR FOR BUSINESS INTERRUPTION (REGARDLESS OF THE LEGAL THEORY
+FOR SEEKING SUCH DAMAGES OR OTHER LIABILITY). IN ADDITION, THE LIABILITY OF
+AUTODESK AND ITS SUPPLIERS ARISING OUT OF OR RELATING TO ANY AUTODESK
+MATERIALS, RELATIONSHIP PROGRAMS OR SERVICES WILL NOT EXCEED THE AMOUNT PAID OR
+PAYABLE BY LICENSEE FOR SUCH AUTODESK MATERIALS, RELATIONSHIP PROGRAMS, OR
+SERVICES, RESPECTIVELY.
+
+7.2 Application of and Basis for Limitations. THE LIMITATIONS OF LIABILITY IN
+THIS SECTION 7 (LIMITATIONS OF LIABILITY) WILL APPLY TO THE MAXIMUM EXTENT
+PERMITTED BY APPLICABLE LAW TO ANY DAMAGES OR OTHER LIABILITY, HOWEVER CAUSED
+AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT
+(INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, EVEN IF AUTODESK HAS
+BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND REGARDLESS OF WHETHER THE
+LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE. ALSO,
+LICENSEE AGREES THAT THE LICENSE, RELATIONSHIP PROGRAMS AND SERVICES FEES AND
+OTHER FEES CHARGED BY AUTODESK AND PAID BY LICENSEE ARE BASED ON AND REFLECTIVE
+OF THE ALLOCATION OF RISK CONTEMPLATED BY THIS SECTION 7 (LIMITATIONS OF
+LIABILITY) AND THAT THE LIABILITY LIMITATIONS IN THIS SECTION 7 (LIMITATIONS OF
+LIABILITY) ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES.
+
+8. Term and Termination
+
+8.1 Term; Termination or Suspension. Each license under this Agreement, with
+respect to each specific set of Licensed Materials covered by this Agreement,
+will become effective as of the latest to occur of: (a) this Agreement becoming
+effective, (b) payment by Licensee of the applicable fees, excluding licenses
+(such as evaluation licenses) where no fees are required, (c) delivery of the
+specific Licensed Materials, and (d) in the case of Autodesk Materials provided
+in connection with a Relationship Program, upon commencement of the applicable
+Relationship Program period or fixed term. Each of Autodesk or Licensee may
+terminate this Agreement, Licensee?s license as to Licensed Materials,
+Licensee?s Relationship Program, and/or the provision of Services relating to
+the Licensed Materials if the other party is in breach of this Agreement and
+fails to cure such breach within ten (10) days after written notice of the
+breach; however, if Licensee is in breach of Section 1 (License) or Section 2
+(License Limitations; Prohibitions), Autodesk may terminate this Agreement,
+Licensee?s license as to Licensed Materials, Licensee?s Relationship Program,
+and/or the provision of Services relating to the Licensed Materials immediately
+upon written notice of the breach. In addition, Autodesk may, as an alternative
+to termination, suspend Licensee?s license as to the Licensed Materials,
+Licensee?s Relationship Program, the provision of Services relating to the
+Licensed Materials, and/or other Autodesk obligations or Licensee rights under
+this Agreement (or under other terms, if any, relating to materials associated
+with the Licensed Materials), if Licensee fails to make a payment to Autodesk
+or a Reseller or otherwise fails to comply with the provisions of this
+Agreement or other terms relating to any such license, Relationship Program,
+Services, or other associated materials. Autodesk may also terminate this
+Agreement if Licensee becomes subject to bankruptcy proceedings, becomes
+insolvent, or makes an arrangement with Licensee?s creditors. This Agreement
+will terminate automatically without further notice or action by Autodesk if
+Licensee goes into liquidation.
+
+Licensee acknowledges and agrees that Autodesk may assign or sub-contract any
+of its rights or obligations under this Agreement.
+
+8.2 Effect of Termination of Agreement or License. Upon termination or
+expiration of this Agreement, the licenses granted hereunder will terminate.
+Upon termination or expiration of any license granted to Licensee, Licensee
+must cease all use of Autodesk Materials to which such license applies, any
+Relationship Program (including, without limitation, associated services), and
+any Services and Uninstall all copies of the Autodesk Materials. At Autodesk?s
+request, Licensee agrees to destroy or return to Autodesk or the Reseller from
+which they were acquired all Autodesk Materials. Autodesk reserves the right to
+require Licensee to show satisfactory proof that all copies of the Autodesk
+Materials have been Uninstalled and, if so requested by Autodesk, destroyed or
+returned to Autodesk or the Reseller from which they were acquired. If
+Licensee?s Relationship Program is terminated or expires, but this Agreement
+and Licensee?s license to the Licensed Materials remains in effect, any rights
+of Licensee based on the Relationship Program (including, without limitation,
+rights with respect to Previous Versions) will terminate, and (unless otherwise
+authorized by the Relationship Program Terms) Licensee must comply with the
+obligations of Section 1.2.1 (Effect of Upgrades) with respect to (including
+the obligations to cease use of, Uninstall and destroy or return) all copies of
+such Previous Versions.
+
+8.3 Survival. Sections 1.3 (Additional Terms), 1.4 (Other Materials), 1.5
+(Authorized Users), 1.6 (Third-Party Licensed Materials), 1.11 (APIs), 2.1.1
+(No License Granted;Unauthorized Activities), 2.1.4 (Effect of Unauthorized
+Use), 2.2 (Circumvention), 3 (All Rights Reserved), 4 (Privacy; Use of
+Information; Connectivity), 5.2 (Disclaimer), 6 (Warnings), 7 (Limitations of
+Liability), 8 (Term and Termination), and 9 (General Provisions) and Exhibit A
+will survive any termination or expiration of this Agreement.
+
+9. General Provisions
+
+9.1 Notices. Notices in connection with this Agreement by either party will be
+in writing and will be sent by electronic mail, postal service, or a delivery
+service (such as UPS, FedEx or DHL), except that Licensee may not provide
+notice to Autodesk of an Autodesk breach or provide notice of termination of
+this Agreement by electronic mail. Notices from Autodesk to Licensee will be
+effective (a) in the case of notices by email, one (1) day after sending to the
+email address provided to Autodesk, or (b) in the case of notices by mail or
+delivery service, five (5) days after sending by regular post or delivery
+service to the address provided to Autodesk. Licensee hereby consents to
+service of process being effected on Licensee by registered mail sent to the
+address set forth on Licensee?s Customer Information Form (or, if no Customer
+Information Form has been provided, Licensee?s last address known by Autodesk)
+if so permitted by applicable law. Notices from Licensee to Autodesk will be
+effective (a) in the case of notices by email, one (1) day after sending to
+(and receipt by Autodesk at) CopyrightAgent%autodesk.com@localhost, or (b) in the case of
+notices by mail or delivery service, when received by Autodesk at Autodesk,
+Inc., 111 McInnis Parkway, San Rafael, California 94903, USA, Attention:
+Copyright Agent. If Licensee participates in a Relationship Program, either
+party may also provide notice as set forth in the Relationship Program Terms.
+
+9.2 Governing Law and Jurisdiction. This Agreement will be governed by and
+construed in accordance with the laws of (a) Switzerland if Licensee acquired
+the Autodesk Materials in a country in Europe, Africa or the Middle East, (b)
+Singapore if Licensee acquired the Autodesk Materials in a country in Asia,
+Oceania or the Asia-Pacific region, or (c) the State of California (and, to the
+extent controlling, the federal laws of the United States) if Licensee acquired
+the Autodesk Materials in a country in the Americas (including the Caribbean)
+or any other country not specified in this Section 9.2 (Governing Law and
+Jurisdiction). The laws of such jurisdictions shall govern without reference to
+the conflicts-of-laws rules thereof. The UN Convention on Contracts for the
+International Sale of Goods and the Uniform Computer Information Transaction
+Act shall not apply to (and are excluded from the laws governing) this
+Agreement. In addition, each party agrees that any claim, action or dispute
+arising under or relating to this Agreement will be brought exclusively in (and
+the parties will be subject to the exclusive jurisdiction of) the Superior
+Court of the State of California, County of Marin, or the United States
+District Court for the Northern District of California in San Francisco, except
+that if Licensee has acquired the Autodesk Materials in (a) a country in
+Europe, Africa or the Middle East, any such claim or dispute will be brought
+exclusively in (and the parties will be subject to the exclusive jurisdiction
+of) the courts of Switzerland, or (b) a country in Asia, Oceania or the
+Asia-Pacific region, any such claim or dispute will be brought exclusively in
+(and the parties will be subject to the exclusive jurisdiction of) the courts
+of Singapore. Nothing in the foregoing will prevent Autodesk from bringing an
+action for infringement of intellectual property rights in any country where
+such infringement is alleged to occur.
+
+9.3 No Assignment; Insolvency. Licensee 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) without Autodesk's prior written
+consent, which may be withheld in Autodesk's sole and absolute discretion, and
+any unauthorized purported assignment by Licensee will be void. In the context
+of any bankruptcy or similar proceeding, Licensee acknowledges and agrees this
+Agreement is and shall be treated as an executory contract that may not be
+assumed and/or assigned without Autodesk's prior written consent, which consent
+may be withheld in Autodesk's sole and absolute discretion whether pursuant to
+Section 365(c)(1) of Title 11 of the United States Code or any other applicable
+law respecting the treatment of executory contracts within bankruptcy. Any
+assignment (regardless of how or on what basis the assignment may occur) will
+be conditioned on compliance with the following: at least thirty (30) days
+before assigning or agreeing to any assignment of rights under this Agreement
+(including transferring any copies of or right to use the Software), (a)
+Licensee must provide written notice to Autodesk, Uninstall all copies of the
+Software, and (without limitation of the generality of Section 9.7 (Audits))
+allow Autodesk or its designee to inspect the records, systems and facilities
+of (or operated for) Licensee and its subsidiaries and affiliates to verify (by
+any means available to Autodesk, whether remotely or on premises) that all
+copies of the Software have been Uninstalled, (b) the proposed assignee must
+agree to comply (and Licensee must ensure that the assignee will comply) with
+all of the obligations of this Agreement with respect to such Software, which
+agreement must provide that Autodesk is a third-party beneficiary of the
+assignee?s agreement, and the assignee must provide a copy of the agreement to
+Autodesk, and (c) Licensee and proposed assignee must comply with all other
+transfer procedures identified by Autodesk.
+
+9.4 Autodesk Subsidiaries and Affiliates. Licensee acknowledges and agrees that
+Autodesk may arrange to have its subsidiaries and affiliates engage in
+activities in connection with this Agreement, including, without limitation,
+delivering Autodesk Materials and providing Relationship Programs and Services,
+provided that Autodesk (and not such subsidiaries and affiliates) will remain
+subject to the obligations of Autodesk under this Agreement. Licensee also
+agrees that Autodesk?s subsidiaries and affiliates may enforce (including
+taking actions for breach of) this Agreement.
+
+9.5 Exceptions to Prohibitions; Severability.
+
+9.5.1 Exceptions to Prohibitions. The prohibitions contained in this Agreement
+will not apply where and to the extent applicable law does not allow such
+prohibitions to be enforced. Licensee may have other rights under the laws of
+the state or country within the Territory where the Licensed Materials are
+acquired, and this Agreement does not change Licensee?s rights under the laws
+of such state or country if and to the extent the laws of such state or country
+do not permit this Agreement to do so. Licensee will bear the burden of proof
+to demonstrate that applicable law does not allow (i) the enforcement of such
+prohibitions; or (ii) this Agreement to change particular rights in a state or
+country (and that Licensee has not exceeded the bounds of the unenforceable
+prohibitions and unchangeable rights).
+
+9.5.2 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 will be ineffective as to the
+jurisdiction in which it is illegal, invalid, or unenforceable to the extent of
+its illegality, invalidity, or unenforceability and will 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 will not in any way
+affect the legality, validity, or enforceability of such provision or any other
+provision of this Agreement in any other jurisdiction.
+
+9.6 No Waiver. No term or provision of this Agreement will be considered
+waived, and no breach excused, unless such waiver is in writing signed on
+behalf of the party against which the waiver is asserted. No waiver (whether
+express or implied) will constitute consent to, waiver of, or excuse of any
+other, different, or subsequent breach.
+
+9.7 Audits. Licensee agrees that Autodesk has the right to require an audit
+(electronic or otherwise) of the Autodesk Materials and the Installation
+thereof and Access thereto. As part of any such audit, Autodesk or its
+authorized representative will have the right, on fifteen (15) days? prior
+notice to Licensee, to inspect Licensee?s records, systems and facilities,
+including machine IDs, serial numbers and related information, to verify
+Licensee?s Installation of and Access to the Autodesk Materials. Additionally,
+within fifteen (15) days of the audit request, Licensee will provide to
+Autodesk all records and information requested by Autodesk in order to verify
+Licensee?s Installation of and Access to the Autodesk Materials. Licensee will
+provide full cooperation to enable any such audit. If Autodesk determines that
+Licensee?s Installation of or Access to the Autodesk Materials is not in
+conformity with the applicable agreements or terms of service, Licensee will
+obtain immediately and pay for valid license(s) to bring Licensee?s
+Installation and Access into compliance and pay the reasonable costs of the
+audit. In addition to such payment rights, Autodesk reserves the right to seek
+any other remedies available at law or in equity.
+
+9.8 Language. The English language version of this Agreement is legally binding
+in case of any inconsistencies between the English version and any
+translations. If Licensee purchased the license for the Licensed Materials in
+Canada, Licensee agrees 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 d?sir que cet accord ainsi que tous les
+documents, y compris tous avis qui s'y rattachent, soient r?dig?s en langue
+anglaise.
+
+9.9 Construction. Ambiguities in this Agreement will not be construed against
+the drafter.
+
+9.10 Force Majeure. Autodesk will not be liable for any loss, damage or penalty
+resulting from delays or failures in performance resulting from acts of God,
+supplier delay or other causes beyond Autodesk's reasonable control.
+
+9.11 U.S. Government Rights. For U.S. Government procurements, all Autodesk
+Materials are deemed to be commercial computer software as defined in FAR
+12.212 and subject to restricted rights as defined in FAR Section 52.227-19
+"Commercial Computer Software - Restricted Rights" and DFARS 227.7202, ?Rights
+in Commercial Computer Software or Commercial Computer Software Documentation?,
+as applicable, and any successor regulations. Any use, modification,
+reproduction release, performance, display or disclosure of the Autodesk
+Materials by the U.S. Government shall be solely in accordance with license
+rights and restrictions described herein.
+
+9.12 Export Control. Licensee acknowledges and agrees that the Autodesk
+Materials and Services (including any data submitted by Licensee in connection
+with a Service and any Licensee-specific output generated by a Service) are
+subject to the export control and trade sanctions laws, rules and regulations
+of the United States and may be subject to the export control and trade
+sanctions laws, rules and regulations of other countries, including but not
+limited to countries where Licensee is located or operates. Together, these
+United States and other country laws, rules, and regulations are referred to as
+the ?Export Control Laws.? Licensee will comply with the Export Control Laws in
+all respects. Licensee represents, warrants and covenants that neither Licensee
+nor Licensee?s Personnel (i) are a citizen or resident of, or located within, a
+nation or region that is subject to U.S. trade sanctions or other significant
+trade restrictions (including, without limitation, the Crimean peninsula, Cuba,
+Iran, Sudan, Syria and North Korea), (ii) are identified on any applicable
+government restricted party lists (including, without limitation, the U.S.
+Treasury Department's Sectoral Sanctions List and List of Specially Designated
+Nationals and Blocked Persons, the U.S. Department of Commerce?s Denied Party
+List, Entity List and Unverified List and the U.S. Department of State?s
+proliferation-related lists), (iii) will, unless otherwise authorized under the
+Export Control Laws, use Autodesk Materials or Services in connection with any
+restricted end use, including, without limitation, design, analysis,
+simulation, estimation, testing, or other activities related to nuclear
+activities, chemical/biological weapons, rocket systems or unmanned air
+vehicles, or (iv) will use the Autodesk Materials or Services to disclose,
+transfer, download, export, or re-export, directly or indirectly, any
+Licensee-specific output generated by the Autodesk Materials or Services,
+Licensee content, third party content, or any other content or material to any
+country, entity, or party that is ineligible to receive such items under the
+Export Control Laws or other laws or regulations to which Licensee may be
+subject. Licensee understands that the requirements and restrictions of the
+Export Control Laws as applicable to Licensee may vary depending on the
+Autodesk Materials or Services provided under this Agreement and may change
+over time. If Licensee learns that Autodesk Materials or Services have been
+provided to any person or entity in violation of the Export Control Laws,
+Licensee will notify Autodesk immediately. If Autodesk determines that a
+violation of the Export Control Laws should be disclosed to the applicable
+export control authority, provide such assistance and information as Autodesk
+reasonably requests in connection with such disclosure.
+
+9.13 Entire Agreement. This Agreement and any other terms referenced in this
+Agreement (such as the Relationship Program Terms and the Services Terms)
+constitute the entire agreement between the parties (and merge and supersede
+any prior or contemporaneous agreements, discussions, communications,
+agreements, representations, warranties, advertising or understandings) with
+respect to the subject matter hereof, except that particular Autodesk Materials
+may be subject to additional or different terms associated with such Autodesk
+Materials. The parties acknowledge that, in entering into this Agreement, they
+are not relying on any agreements, discussions, communications, agreements,
+representations, warranties, advertising or understandings other than as
+expressly set forth in this Agreement. Licensee acknowledges and agrees that
+Autodesk may add to or change the Relationship Program Terms and the Services
+Terms from time to time, provided that Autodesk will provide written notice of
+the additions or changes (and may allow Licensee not to renew, may permit
+Licensee to terminate, and may offer other options with respect to Relationship
+Programs or Services) before the additions or changes are effective as to
+Licensee. In the event of a conflict between this Agreement and any other terms
+of Autodesk (including, without limitation, the Relationship Program Terms, the
+Services Terms, or such additional or different terms), the other terms will
+apply. Terms stipulated by Licensee in any communication by Licensee which
+purport to vary this Agreement or such other terms will be void and of no
+effect unless agreed in a writing signed by an authorized representative of
+Autodesk. Any other modifications to this Agreement will also be invalid unless
+agreed to in a writing signed by an authorized representative of Autodesk.
+
+10. Additional Terms.
+
+10.1 Rendering. This Section 10.1 (Rendering) applies to the following Software
+that may be included within the Licensed Materials: (i) Autodesk Maya; and (ii)
+Autodesk 3ds Max
+
+10.1.1 With regard to the Rendering Software (defined below), in addition to
+any other license granted in this Agreement, Licensee may allow the Rendering
+Software to be Installed or Accessed on a Networked Basis, solely for
+Licensee?s Internal Business Needs, specifically to render files created with
+the Software. However, if the Rendering Software is mental ray, and the
+Software is provided with a finite number of mental ray rendering nodes, then
+with regard to mental ray the foregoing is restricted to that number of mental
+ray rendering nodes.
+
+10.1.2 With regard to the mental ray Batch Software (defined below), in
+addition to any other license granted in this Agreement, Licensee may allow the
+mental ray Batch Software to be Installed or Accessed on a Networked Basis,
+solely for Licensee?s Internal Business Needs, and used (i) specifically to
+render files created with the Software; or (ii) by the Rendering Software
+specifically to render files created with the Software. The total number of
+CPUs used by the mental ray Batch Software cannot exceed the number specified
+in the License Identification.
+
+10.1.3 With regard to the mental ray Standalone (defined below), Licensee may
+allow the mental ray Standalone to be Installed or Accessed, on a Networked
+Basis, solely on Computing Device(s) (defined below) solely for Licensee?s
+Internal Business Needs specifically to render files created with the Software.
+With regard to mental ray Standalone, any reference in the Agreement to
+Computer is hereby deleted and ?Computing Device(s)? substituted therefor.
+
+10.1.4 With regard to the mental ray Satellite (defined below) for each of
+Autodesk 3ds Max, Autodesk Maya and Autodesk Softimage Software each mental ray
+Satellite executable(s) may run on one (1) or more host no more than four (4)
+client Computing Devices. With regard to mental ray Satellite, any reference in
+the Agreement to Computer is hereby deleted and ?Computing Device(s)?
+substituted therefor.
+
+10.1.5 Definitions.
+
+(1) ?mental ray Standalone? means the mental ray Standalone client/server
+executable, including the mental ray standard shader libraries and utility
+programs, used specifically for rendering files created with the Software.
+
+(2) ?Rendering Software? means a subset of the Software used specifically for
+rendering files created with the Software.
+
+(3) ?mental ray Batch Software? means a subset of the Software used: (i)
+specifically for rendering files created with the Software or (ii) by the
+Rendering Software specifically for rendering files created with the Software.
+
+(4) ?mental ray Satellite? means the mental ray Satellite server executable,
+including the mental ray standard shader libraries. mental ray Satellite is
+functionally equivalent to the mental ray Standalone server executable, used
+specifically for rendering files created with the Software except it is not
+able to read and write files in the complete mi2 format.
+
+(5) ?Computing Device? means (i) a single electronic assembly with a maximum
+of: (a) four (4) CPUs (regardless of the number of cores in each CPU) each CPU
+having one or more microprocessors, (b) four (4) discrete GPU-based computing
+boards; or (ii) a software implementation of the single electronic assembly, (a
+so-called 'virtual machine') described in (i) above, which single electronic
+assembly accepts information in digital or similar form and manipulates the
+information for a specific result based on a sequence of instructions.
+
+10.2 Exceptions. This Section 10.2 (Exceptions) applies to the following
+Software that may be included within the Licensed Materials: (i) Autodesk Maya;
+(ii) Autodesk 3ds Max; and (iii) Autodesk Stingray.
+
+10.2.1 Notwithstanding the provisions set forth in Section 2.1.1 (No License
+Granted; Unauthorized Activities) if: (i) the Redistributable Component
+(defined below) operates with the Software and with Licensee Application; and
+(ii) the Redistributable Component is linked to Licensee Application; then
+Licensee may reproduce and distribute the Redistributable Component and
+Licensee Application together, subject to Licensee?s strict adherence to all of
+the following terms and conditions:
+
+(a) the class identifications for any classes of objects Licensee created shall
+be different from and clearly distinguishable from the class identifications
+used by Autodesk;
+
+(b) modified Sample (defined below) code and any resulting binary files in
+Licensee Application are identified as developed by Licensee, and not by
+Autodesk;
+
+(c) Licensee Application has Licensee?s copyright notice;
+
+(d) any Modification (defined below), and resulting binary files, shall include
+the copyright notices of Autodesk, Inc. as well as the following statement:
+"This software contains copyrighted code owned by Autodesk, Inc. but has been
+modified and is not endorsed by Autodesk, Inc." The language of the copyright
+notice and the statement shall be in the same language as the Software
+language;
+
+(e) distribution is strictly for not-for-profit purposes;
+
+(f) distribution is either in binary form or text form;
+
+(g) distribution is subject to a standard form of click-through end-user
+license agreement which license agreement, among other things: (1) protects
+Autodesk's interests consistent with the terms of this Agreement; and (2)
+prohibits the redistribution of the Redistributable Component;
+
+(h) if the Redistributable Component operates with the Autodesk 3ds Max
+Software and with Licensee Application then prior to reproduction and
+distribution of the Redistributable Component and Licensee Application all MIDI
+files have been excluded from the Redistributable Component and Licensee
+Application; and
+
+(i) Licensee agrees to defend, indemnify and hold harmless Autodesk and its
+subsidiaries and affiliates from and against any and all damages, costs,
+losses, liabilities, expenses and settlement amounts incurred in connection
+with any suit, claim or action by any third party alleging that the
+Redistributable Component and/or Licensee Application infringes or
+misappropriates any patent, copyrights, moral rights, trademark, trade secret
+and design rights, whether registered or unregistered, and including any
+application for registration of any of the foregoing and all rights or forms of
+protections of a similar nature having equivalent or similar effect to any of
+these, which may subsist anywhere in the world, of such third party.
+
+10.2.2 Definitions.
+
+(1) "Licensee Application" means, with regard to the Software, a Modification
+made by Licensee for designing, developing, and testing an application program
+made by Licensee.
+
+(2) "Modification" means any: (i) addition to the substance of a Sample or any
+addition to the substance of the contents of a file containing a Sample; (ii)
+any deletion from the structure of a Sample, or any deletion from the structure
+of the contents of a file containing a Sample; and/or (iii) any new file that
+contains any part of a Sample; all of which, in Autodesk?s sole discretion,
+ensures that the Sample is not the primary source of value.
+
+(3) "Redistributable Component" means the Sample(s) and/or a Modification.
+
+(4) "Sample(s)" means sample source code, or individual animations, still
+images, and/or audio files contained in the Software, and located in the
+samples directory, the examples subdirectory, samples files or any similar type
+directory or file; and in the case of Autodesk Stingray Software only, runtime
+engine files and associated DLLs in binary form only that are identified by
+Autodesk and are necessary to allow users of the Licensee Application to use
+and/or run the Licensee Application.
+
+11. Autodesk Creative Finishing Tools. If the Software is an Autodesk Creative
+Finishing compositing, grading, editing and/or finishing tool, including,
+without limitation, Autodesk Flame Premium, Autodesk Flame, Autodesk Flame
+Assist, Autodesk Flare, Autodesk Lustre, and Autodesk Backdraft Conform, then
+following additional terms apply: with regard to the Autodesk Wiretap API, (a)
+Licensee may Install and Access such API on a Computer even if a licensed copy
+of the Creative Finishing Tools is not Installed; and (b) Installation and
+Access of such API does not need to be solely in connection with Licensee's
+Installation and Access to the Creative Finishing Tools.
+
+12. Autodesk download technology may use the Akamai NetSession Interface, which
+may utilize a limited amount of your upload bandwidth and PC resources to
+connect you to a peered network and improve speed and reliability of Web
+content. The Akamai NetSession Interface is secure client-side networking
+technology that harnesses the power of your computer to deliver software and
+media available on the Akamai network. Your Akamai NetSession Interface works
+collectively with other Akamai NetSession Interfaces, along with thousands of
+Akamai edge servers, and runs as a networking service utilizing a limited
+amount of your computer's available resources. More information about the
+Akamai NetSession Interface is available here: http://www.akamai.com/client. By
+clicking "Accept" and using the Autodesk download technology, you accept the
+Akamai License Agreement (http://www.akamai.com/eula) in addition to the
+Autodesk License and Service Agreement.
+
+Exhibit A
+
+Definitions
+
+1. ?Access? or ?Accessible? means, with respect to a computer program or other
+materials, (a) to use or execute the computer program or other materials or (b)
+to use or otherwise benefit from the features or functionality of the computer
+program or other materials.
+
+2. ?Agreement? means this License and Services Agreement, including all
+exhibits and schedules thereto, as the License and Services Agreement may be
+amended from time to time in accordance with the terms thereof.
+
+3. ?Authorized User? means any individual person who Installs or Accesses, or
+is authorized to Install or Access, any of the Licensed Materials.
+
+4. ?Autodesk? means Autodesk, Inc., a Delaware corporation, except that if,
+Licensee acquires a license to the Autodesk Materials in (a) a country in
+Europe, Africa or the Middle East, ?Autodesk? means Autodesk Development S?rl
+or (b) a country in Asia, Oceania or the Asia-Pacific region, ?Autodesk? means
+Autodesk Asia Pte Ltd.
+
+5. ?Autodesk License Manager? means the tool known as Autodesk License Manager
+or any future Autodesk tool for managing, monitoring or controlling
+Installation of or Access to Autodesk Materials.
+
+6. ?Autodesk Materials? means any materials distributed or made available by
+Autodesk, directly or indirectly, including Software, Supplemental Materials,
+User Documentation and Excluded Materials (whether or not licensed to
+Licensee).
+
+7. ?Computer? means (i) 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, or (ii) a software implementation of such a device (or so-called
+virtual machine).
+
+8. ?Customer Information Form? means a form completed by or on behalf of
+Licensee and submitted to Autodesk or a Reseller, directly or indirectly, in
+connection with Licensee?s order for a license of Autodesk Materials,
+Relationship Program or Services.
+
+9. ?Educational Licensee? means a Licensee who is also (a) a Qualified
+Educational Institution, (b) Faculty, (c) Student or (d) Other Authorized
+Educational Licensee. An Educational Licensee may be required to show proof of
+eligibility if requested by Autodesk. Autodesk, in its sole discretion, retains
+the right to determine the eligibility of an Educational Licensee.
+
+10. ?Educational Purposes? means (i) in the case of a Qualified Educational
+Institution, Faculty or Other Authorized Educational Licensees, purposes
+directly related to learning, teaching, training, research and development that
+are part of the instructional functions performed by a Qualified Educational
+Institution or Other Authorized Educational Licensee and (ii) in the case of
+Students, purposes related to learning, training, research or development.
+?Educational Purposes? does not include commercial, professional or any other
+for-profit purposes, except as designated at http://www.autodesk.com/
+educationterms or otherwise authorized in writing by Autodesk.
+
+11. ?Evaluation Purposes? means purposes of evaluation and demonstration of the
+capabilities of the Software or Supplemental Materials but excludes competitive
+analysis and any commercial, professional, or other for-profit purposes.
+
+12. ?Excluded Materials? means any materials, including Software, Supplemental
+Materials or User Documentation (and including, without limitation, any
+computer programs, modules or components of a computer program, functionality
+or features of a computer program, explanatory printed or electronic materials,
+content or other materials, if any), that may be provided or become available
+to Licensee, by any means, or that are on any media delivered to Licensee, for
+which (a) Licensee does not have a License Identification, or (b) Licensee has
+not paid (and continued to pay) the applicable fees. Licensee acknowledges that
+Excluded Materials are included on media or via download for convenience of the
+licensing mechanism used by Autodesk, and inclusion does not in any way
+authorize, expressly or impliedly, a right to use such Excluded Materials.
+
+13. ?Faculty? means an individual person who is an employee or independent
+contractor working for a Qualified Educational Institution.
+
+14. ?Install? and ?Installation? means, with respect to a computer program or
+other materials, to copy the program or other materials onto a hard disk or
+other storage medium.
+
+15. ?License Identification? means one or more designations by Autodesk that
+set forth the License Type (among other things) for Licensee?s license of the
+Licensed Materials. The License Identification may be (a) located (i) in the
+Licensed Materials (e.g., in an ?About? box, license information dialog box, or
+text file of Software), (ii) on or with Autodesk packaging, or (iii) in a
+written confirmation or other notice issued to Licensee by Autodesk and
+transmitted via email, facsimile, physical delivery, or otherwise, or (b)
+obtained from Autodesk on request. For clarification, License Identification
+does not include a designation, confirmation, packaging or other document
+provided by a Reseller or other third party.
+
+16. ?License Type? means a type of license specified by Autodesk for Autodesk
+Materials, including the types set forth in Exhibit B. License Type includes
+the terms specified by Autodesk for each type of license, including the
+applicable terms set forth in Exhibit B. License Type is determined by Autodesk
+and may be specified in the applicable License Identification.
+
+17. ?Licensed Materials? means Software, Supplemental Materials and User
+Documentation (a) downloaded by clicking on the ?I accept? button or other
+button or mechanism associated with this Agreement or by otherwise indicating
+assent to this Agreement, (b) delivered prepackaged with this Agreement, or (c)
+otherwise accompanied by this Agreement, provided that (i) in the case of
+Software, the Software is identified in an applicable License Identification,
+and (ii) Licensee has paid (and continues to pay) the applicable fees. Licensed
+Materials also includes Supplemental Materials and User Documentation that
+Autodesk provides or makes available to Licensee for use with Software licensed
+under this Agreement if there are no separate terms for such materials
+specified by Autodesk. Licensed Materials includes, without limitation, any
+error corrections, patches, service packs, updates and upgrades to, and new
+versions of, the Licensed Materials that Autodesk provides or makes available
+to Licensee under Licensee?s then-current license. Licensee acknowledges that
+availability of Upgrades and new versions may be subject to additional fees and
+the Relationship Program Terms. In addition, Licensed Materials includes,
+without limitation, any Previous Versions and other Autodesk Materials that
+Licensee receives or retains pursuant to the Relationship Program Terms, but
+only for so long as and to the extent expressly authorized by the Relationship
+Program Terms. Notwithstanding the foregoing (or any other provision of this
+Agreement), Licensed Materials in all cases excludes Excluded Materials.
+
+18. ?Licensee? means (a) the company or other legal entity on behalf of which
+Autodesk Materials are acquired, if the Autodesk Materials are acquired on
+behalf of such an entity (e.g., by an employee, independent contractor, or
+other authorized representative), or (b) if there is no such entity, the
+individual who accepts this Agreement (e.g., by selecting the ?I accept? button
+or other button or mechanism associated with this Agreement or otherwise
+indicating assent to this Agreement, or by installing, downloading, accessing,
+or otherwise copying or using all or any portion of the Autodesk Materials).
+For clarification, ?Licensee? refers only to a single, specifically identified
+legal entity or individual, and does not include any subsidiary or affiliate of
+any such legal entity or individual or any other related person.
+
+19. ?Licensee?s Internal Business Needs? means, in reference to Licensed
+Materials, the use of such Licensed Materials (and the features and
+functionality thereof) by Licensee?s own Personnel to meet the internal
+requirements of Licensee?s business in the ordinary course of such business,
+provided that Internal Business Needs will in no event include providing or
+making available such Licensed Materials (or the features or functionality
+thereof) to any third party.
+
+20. ?Networked Basis? means a computing environment that includes a Computer
+acting as a file server which allows the Licensed Materials Installed on such
+Computer to be uploaded and Installed to, and operated, viewed or otherwise
+Accessed from, other Computers through a local area network connection or
+through a VPN connection subject to compliance with the VPN Requirements.
+
+21. ?Other Authorized Educational Licensee? means a Licensee described at http:
+//www.autodesk.com/educationterms or as otherwise authorized in writing by
+Autodesk.
+
+22. ?Permitted Number? means a maximum number (e.g., number of authorized
+users, number of concurrent users, number of computers, sessions, etc.)
+applicable to a license of the Licensed Materials and to the License Type
+associated with such license. Such number is determined by Autodesk and may be
+specified in the applicable License Identification.
+
+23. ?Personal Learning Purposes? means (i) personal learning as a Student or
+(ii) in the case of a non-Student, personal learning, excluding (a) in-person
+or online classroom learning in any degree-granting or certificate granting
+program, and (b) learning related to any commercial, professional or other
+for-profit purposes.
+
+24. ?Personnel? means (a) Licensee?s individual employees and (b) individual
+persons who are independent contractors working on Licensee?s premises and who
+Install and Access the Licensed Materials only on and through Computers owned
+or leased and controlled by Licensee.
+
+25. ?Previous Versions? means, as to any then-current release of Licensed
+Materials, a prior release of the Licensed Materials as to which such
+then-current release is a successor or substitute (as determined by Autodesk).
+
+26. ?Qualified Educational Institution? means an educational institution which
+has been accredited by an authorized governmental agency within its applicable
+local, state, provincial, federal, or national government and has the primary
+purpose of teaching its enrolled students. Examples, without limitation, of
+entities that are included and excluded from this definition are described at
+http://www.autodesk.com/educationterms.
+
+27. ?Relationship Program? means (i) Subscription or (ii) a rental program
+offered generally by Autodesk pursuant to which Autodesk makes available
+Licensed Materials.
+
+28. ?Relationship Program Terms? means the terms for a Relationship Program set
+forth at http://usa.autodesk.com/company/legal-notices-trademarks/
+support-terms-and-conditions or any successor or supplemental web page of
+Autodesk (the URL for which may be obtained on Autodesk?s website or on
+request).
+
+29. ?Reseller? means a distributor or reseller authorized directly or
+indirectly by Autodesk to distribute authentic Autodesk Materials to Licensee.
+
+30. ?Services? means services (including the results of services) provided or
+made available by Autodesk, including, without limitation, support services,
+storage, simulation and testing services, training and other benefits, but
+excluding services provided or made available as part of a Relationship
+Program.
+
+31. ?Services Terms? means the terms for Services set forth at a location where
+a user may order or register for, or that is displayed in connection with
+ordering or registering for, such Services (e.g., a web page) or, if there are
+no such terms, at http://usa.autodesk.com/company/legal-notices-trademarks/
+terms-of-service (if the Services are web services) or http://usa.autodesk.com/
+company/legal-notices-trademarks/terms-of-use for all other Services) or any
+successor or supplemental web pages of Autodesk.
+
+32. ?Software? means a computer program, or a module or component of a computer
+program, distributed or made available by Autodesk. The term ?Software? may
+also refer to functions and features of a computer program.
+
+33. ?Stand-alone Basis? means (i) the Licensed Materials are Installed on a
+single Computer and (ii) the Licensed Materials cannot be Installed on, or
+operated, viewed or otherwise Accessed from or through any other Computer
+(e.g., through a network connection of any kind).
+
+34. ?Student? means an individual person enrolled as a student at a Qualified
+Educational Institution.
+
+35. ?Subscription? is the program offered generally by Autodesk under which
+Autodesk provides (among other things) updates and upgrades to, new versions
+of, and certain other support, services and training relating to Autodesk
+Materials.
+
+36. ?Supplemental Materials? means materials, other than Software and related
+User Documentation, that are distributed or made available by Autodesk for use
+with Software. Supplemental Materials include, without limitation, (a) content,
+such as sample drawings and designs, modules for drawings and designs, and
+representations of elements used in drawings and designs (e.g., buildings,
+parts of buildings, fixtures, furniture, bridges, roads, characters,
+backgrounds, settings and animations), (b) background materials, such as
+building codes and descriptions of building practices, (c) tools for rendering
+the output of the Software, such as fonts, and (d) Development Materials,
+application programming interfaces (APIs), and other similar developer
+materials (including API Information).
+
+37 ?Territory? (a) means the country, countries or jurisdiction(s) specified in
+the License Identification, or (b) if there is no such License Identification,
+or no country or jurisdiction is specified in the License Identification, means
+the country in which Licensee acquires a license to the Autodesk Materials. If
+the License Identification specifies, or Licensee acquires the Autodesk
+Materials in, a member country of the European Union or the European Free Trade
+Association, Territory means all the countries of the European Union and the
+European Free Trade Association.
+
+38. ?Uninstall? means to remove or disable a copy of Autodesk Materials from a
+hard drive or other storage medium through any means or otherwise to destroy or
+make unusable a copy of the Autodesk Materials.
+
+39. ?Upgrade? means a full commercial version of Licensed Materials (a) which
+is a successor to or substitute for a qualifying prior release (and may
+incorporate error corrections, patches, service packs and updates and upgrades
+to, and may enhance or add to the features or functionality of, the prior
+release) or different release of Licensed Materials, (b) is provided to a
+Licensee who has previously licensed the applicable qualifying prior or
+different release from Autodesk and (c) for which Autodesk generally charges a
+separate fee or makes available solely to customers under a Relationship
+Program. Whether Autodesk Materials are an Upgrade may be specified in the
+applicable License Identification. Whether Autodesk Materials are an Upgrade
+and whether Licensee has met the qualifications to license particular Autodesk
+Materials as an Upgrade are determined by Autodesk.
+
+40. ?User Documentation? means the explanatory or instructional materials for
+Software or Supplemental Materials (including materials regarding use of the
+Software or Supplemental Materials), whether in printed or electronic form,
+that Autodesk or a Reseller incorporates in the Software or Supplemental
+Materials (or the packaging for the Software or Supplemental Materials) or
+otherwise provides to its customers when or after such customers license,
+acquire or Install the Software or Supplemental Materials.
+
+41. ?VPN Requirements? means (i) the Licensed Materials are Accessed through a
+secure virtual private network (?VPN?); (ii) the maximum number of concurrent
+users Accessing the Licensed Materials (on a Networked Basis or through the
+VPN) does not exceed the Permitted Number at any time; (iii) all copies of the
+Licensed Materials are Installed and Accessed exclusively in conjunction with
+the technical protection device (if any) supplied with the Licensed Materials;
+and (iv) the VPN connection is secure and complies with current industry
+standard encryption and protection mechanisms.
+
+Exhibit B
+
+License Types
+
+1. Stand-alone (Individual) or Single-user License. If the License
+Identification identifies the License Type as ?Stand-alone?, ?Individual" or
+?Single-user?, then Licensee may Install a single primary copy of the specific
+release of the Licensed Materials designated in the applicable License
+Identification on one (1) Computer, on a Stand-alone Basis, and permit Access
+to such primary copy of the Licensed Materials solely by Licensee?s Personnel,
+and solely for Licensee?s Internal Business Needs. Licensee may also Install a
+single additional copy of such Licensed Materials on one (1) additional
+Computer, on a Stand-alone Basis; provided that (i) such additional copy of the
+Licensed Materials is Accessed solely by the same person as the primary copy;
+(ii) such person is Licensee (if Licensee is an individual) or an employee of
+Licensee; (iii) such person Accesses the additional copy solely to perform work
+while away from that person?s usual work location and solely for Licensee?s
+Internal Business Needs; and (iv) the primary and additional copies are not
+Accessed at the same time. Stand-alone (Individual) or Single-user License is
+for a perpetual term, except as otherwise provided in this Agreement.
+
+2. Multi-seat Stand-alone License. If the License Identification identifies the
+License Type as ?Multi-seat Stand-alone", then Licensee may Install primary
+copies of the specific release of the Licensed Materials designated in the
+applicable License Identification on up to the Permitted Number of Computers,
+on a Stand-alone Basis, and permit Access to such copies of the Licensed
+Materials solely by Licensee?s Personnel, and solely for Licensee?s Internal
+Business Needs. Licensee may also Install additional copies of such Licensed
+Materials on additional Computers in an amount up to the Permitted Number of
+Computers, on a Stand-alone Basis; provided that (i) each additional copy of
+such Licensed Materials is Accessed solely by the same person as the primary
+copy; (ii) such person is Licensee (if Licensee is an individual) or an
+employee of Licensee; (iii) such person Accesses the additional copy solely to
+perform work while away from that person?s usual work location and solely for
+Licensee?s Internal Business Needs; and (iv) the primary and additional copies
+are not Accessed at the same time. Multi-seat Stand-alone License is for a
+perpetual term, except as otherwise provided in this Agreement.
+
+3. Network or Multi-user License. If the License Identification identifies the
+License Type as ?Network" or ?Multi-user?, then Licensee may Install copies of
+the specific release of the Licensed Materials designated in the applicable
+License Identification on a Computer and permit Access to such Licensed
+Materials on multiple Computers, on a Networked Basis, solely by Licensee?s
+Personnel, solely for Licensee?s Internal Business Needs, only so long as the
+maximum number of concurrent Authorized Users does not exceed the Permitted
+Number of Authorized Users or other limits imposed by the Autodesk License
+Manager (if any). Licensee may, at Licensee?s option, also Install the Licensed
+Materials on a Hot Backup Server; provided that Licensee may Access the
+Licensed Materials on the Hot Backup Server only during the time period when,
+and solely for as long as, the primary Installed copy of the Licensed Materials
+is inoperable and only subject to the same terms and conditions as are
+applicable to the primary Installed copy. A ?Hot Backup Server? means a file
+server Computer that has a second copy of the Software and Supplemental
+Materials Installed but that is not permitted to be Accessible except when the
+primary Installed copy of the Software and Supplemental Materials are
+inoperable and only for so long as such primary Installed copy is inoperable. A
+Network or Multi-user License is for a perpetual term, except as otherwise
+provided in this Agreement.
+
+4. Educational Stand-alone (Individual) License. If the License Identification
+identifies the License Type as ?Educational Stand-alone (Individual)?, then an
+Educational Licensee may Install a copy of the specific release of the Licensed
+Materials designated in the applicable License Identification on two (2)
+Computers (or as otherwise authorized in writing by Autodesk), subject to
+certain functional limitations described in Section 6.3 (Affected Data), on a
+Stand-alone Basis, and permit Access to such copy of the Licensed Materials
+solely by the Educational Licensee solely for Educational Purposes. An
+Educational Stand-alone (Individual) License is for a fixed term specified in
+the applicable License Identification or, if no such term is specified, the
+term is thirty-six (36) months from Installation or as otherwise authorized in
+writing by Autodesk.
+
+5. Educational Multi-seat Stand-alone License. If the License Identification
+identifies the License Type as ?Educational Multi-seat Stand-alone,? then an
+Educational Licensee may Install copies of the specific release of the Licensed
+Materials designated in the applicable License Identification on up to the
+Permitted Number of Computers, subject to certain functional limitations
+described in Section 6.3 (Affected Data), on a Stand-alone Basis, and permit
+Access to such copies of the Licensed Materials solely by Educational Licensees
+solely for Educational Purposes. An Educational Multi-seat Stand-alone License
+is for a fixed term specified in the applicable License Identification or, if
+no such term is specified, the term is thirty-six (36) months from Installation
+or as otherwise authorized in writing by Autodesk.
+
+6. Educational Network License. If the License Identification identifies the
+License Type as ?Educational Network?, then an Educational Licensee may Install
+copies of the specific release of the Licensed Materials designated in the
+applicable License Identification on a single file server Computer, subject to
+certain functional limitations described in Section 6.3 (Affected Data), and
+Access such Licensed Materials on multiple Computers on a Networked Basis, and
+permit Access to such copies of the Licensed Materials solely by Educational
+Licensees solely for Educational Purposes, only so long as the maximum number
+of concurrent Authorized Users does not exceed the Permitted Number of
+Authorized Users. An Educational Network License is for a fixed term specified
+in the applicable License Identification or, if no such term is specified, the
+term is thirty-six (36) months from Installation or as otherwise authorized in
+writing by Autodesk.
+
+7. Personal Learning License. If the License Identification identifies the
+License Type as ?Personal Learning?, then Licensee may Install a copy of the
+specific release of the Licensed Materials designated in the applicable License
+Identification on one (1) Computer, subject to certain functional limitations
+described in Section 6.3 (Affected Data), on a Stand-alone Basis, and permit
+Access to such copy of the Licensed Materials solely by Licensee, as an
+individual, solely for Personal Learning Purposes and only at and from
+locations that are not labs or classrooms and are not operated for commercial,
+professional or for-profit purposes. A Personal Learning License is for a fixed
+term specified in the applicable License Identification. If no such term is
+specified, the term is thirteen (13) months from Installation.
+
+8. Evaluation/Demonstration/Trial. If Autodesk identifies the License Type as a
+?demonstration?, ?evaluation?, ?trial,? ?not for resale? or ?NFR? version
+(each, an ?Evaluation License?) in the applicable License Identification,
+Licensee may Install a copy of the specific release of the Licensed Materials
+designated in the applicable License Identification on one (1) Computer,
+subject to certain functional limitations described in Section 6.3 (Affected
+Data), on a Stand-alone Basis, and permit Access to such copy of the Licensed
+Materials, solely by Licensee?s Personnel, solely for Evaluation Purposes, only
+so long as the maximum number of concurrent Authorized Users does not exceed
+one (1), and only from Licensee?s work location. An Evaluation License is for a
+fixed term specified in the applicable License Identification, or if no such
+term is specified, the term is thirty (30) days from Installation or as
+otherwise authorized in writing by Autodesk.
+
+9. Fixed Term/Limited Duration/Rental License. If Autodesk identifies a license
+in the applicable License Identification as being for a specified period or
+limited duration or as having a fixed term or as a rental license, Licensee?s
+right to Install and Access the Licensed Materials will continue only for the
+period, duration or term specified in the License Identification. Such
+Installation and Access will be in accordance with and subject to the
+applicable License Type and Permitted Number. If Autodesk identifies a license
+in the applicable License Identification as being for a specified period or
+limited duration, or as having a fixed term, or a rental license but no period,
+duration or term is specified in the License Identification, the period,
+duration or term will be ninety (90) days from Installation (or the period
+specified in Sections B.6 (Educational Network License), B.7 (Personal Learning
+License) or B.8 (Evaluation/Demonstration/Trial) of this Exhibit B with respect
+to the licenses described in those sections).
+
+10. Session Specific Network License. If the License Identification identifies
+the License Type as a "Session Specific Network License", Licensee may install
+one (1) copy of the specific release of the Licensed Materials designated in
+the applicable License Identification on a Computer and permit Access to such
+Licensed Materials from multiple Computers through a Supported Virtualization
+Application, on a Networked Basis, solely by Licensee's Personnel, solely for
+Licensee's Internal Business needs, only so long as the maximum number of
+concurrent Sessions does not exceed the Permitted Number or other limits
+imposed by the Autodesk License Manager tool (if any). For purposes of this
+Session Specific Network License, (a) a ?Session? is defined as a single
+interactive information exchange between two Computers that are connected
+through a Supported Virtualization Application, and (b) ?Supported
+Virtualization Application(s)? are those third party virtualization
+applications or methods that are specifically identified as supported by
+Autodesk in the User Documentation for the Licensed Materials. With respect to
+the applicable Supported Virtualization Application, Licensee agrees to
+activate any available session tracking mechanism, not disable any such session
+tracking mechanism and to retain all records generated by such session tracking
+mechanism. A Session Specific Network License is for a perpetual term, except
+as other wise provided in this Agreement.