Autodesk will notify You of availability of software Benefits and the delivery method, if applicable. If Autodesk ships to You, it will make commercially reasonable efforts to deliver within thirty 30 days of its notice or, as applicable, Your request for physical shipment, but shall not be liable for any losses or expenses incurred by You as a result of late delivery or a delivery to an incorrect address. Additional fees may be payable by You for physical shipments.
The Effective Date of Your Subscription for single-user will be the date as determined by Autodesk in accordance with its policies for entering Your Subscription for single-user into the Autodesk systems.
Renewal Terms of Your Subscription for single-user shall commence on an appropriate anniversary of the Effective Date. Autodesk will endeavor to confirm Your purchase within 48 hours after the Effective Date or relevant anniversary of the Effective Date as the case may be. Each of Autodesk or You may terminate this Subscription Agreement for single-user, if the other party is in breach of this Subscription Agreement for single-user and fails to cure such breach within ten 10 days after written notice of the breach.
Autodesk may also terminate this Subscription Agreement for single-user if You become subject to bankruptcy proceedings, become insolvent, or make an arrangement with Your creditors. This Subscription Agreement for single-user will terminate automatically without further notice or action by Autodesk if You go into liquidation or if You attempt to transfer this Subscription Agreement for single-user or any Benefit without the prior written consent of Autodesk.
Autodesk reserves the right to require You to show satisfactory proof that all Benefits are no longer in use or being accessed. These limitations shall be in addition to, and not in substitution for, the limitations of liability set out in any applicable Autodesk License and Services Agreement.
This Subscription Agreement for single-user will be governed by and construed in accordance with the laws of a Switzerland if You acquired Your Subscription for single-user in a country in Europe, Africa or the Middle East, b Singapore if You acquired Your Subscription for single-user 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 You acquired Your Subscription for single-user in a country in the Americas including the Caribbean or any other country not specified in this Section 7.
The laws of such jurisdictions shall govern without reference to the conflicts-of-laws rules thereof. In addition, each party agrees that any claim, action or dispute arising under or relating to this Subscription Agreement for single-user 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 You have acquired Your Subscription for single-user 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. You may not assign this Subscription Agreement for single-user 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 purported assignment by You will be void.
In the context of any bankruptcy or similar proceeding, this Subscription Agreement for single-user is and will be treated as an executory contract of the type described by Section c 1 of Title 11 of the United States Code and may not be assigned without Autodesk's prior written consent, which may be withheld in Autodesk's sole and absolute discretion.
You acknowledge and agree that Autodesk may assign or sub-contract any of its rights or obligations under this Subscription Agreement for single-user, including, without limitation, delivering Benefits, provided that Autodesk will remain subject to the obligations of Autodesk under this Subscription for single-user Agreement.
No term or provision of this Subscription Agreement for single-user 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.
Under U. You represent, warrant and covenant that neither You nor Your Personnel nor Your Named Users a are located in, or a resident or a national of, a restricted country; b are on any of the U. You understand that the requirements and restrictions of U. All licenses to Autodesk software are offered on a subscription plan and provide term-based access to software for named users. Return to top. For both single-user and multi-user access, an internet connection is required for the initial download and installation of software.
For single-user access desktop software, users need to connect to the internet to authorize the initial use of the software, and then connect at least once every 30 days to continue using the product.
Licensee acknowledges that Autodesk may require a further acceptance of such terms as a condition to participation in a Relationship Program. 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. Licensee's license under Section 1. 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.
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.
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. API Information does not include any implementation of such interface information, any Development Materials, or any other software, module or component.
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. 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. 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.
Licensee will notify Autodesk promptly of any such Unauthorized Uses or other unauthorized Installation or Access. 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.
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. 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. 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 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.
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. 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. 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 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.
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.
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.
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. 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.
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.
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.
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. 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.
Sections 1. 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. If Licensee participates in a Relationship Program, either party may also provide notice as set forth in the Relationship Program Terms. 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.
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