gmax_eula.pdf

END-USER LICENSE AGREEMENT NOTICE TO USER:

PLEASE READ THIS FIRST. THIS IS A LICENSE AGREEMENT.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND DISCREET, A DIVISION OF

AUTODESK, INC., (“AUTODESK”), FOR AUTODESK’S GMAX SOFTWARE PRODUCT, WHICH

INCLUDES COMPUTER SOFTWARE AND ASSOCIATED MEDIA, PRINTED MATERIALS,

“ONLINE” OR ELECTRONIC DOCUMENTATION, AND ANY UPGRADES, MODIFIED

VERSIONS, OR UPDATES OF THE SOFTWARE LICENSED TO YOU BY AUTODESK

(COLLECTIVELY “SOFTWARE”). AUTODESK IS WILLING TO LICENSE THE SOFTWARE TO

YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED

IN THIS AGREEMENT AND ANY SUPPLEMENTARY OR UNIQUE LICENSE TERMS

INCLUDED HEREWITH (COLLECTIVELY "AGREEMENT").

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE

SELECTING THE "I ACCEPT" BUTTON AT THE BOTTOM OF THE PAGE. BY SELECTING

THE "I ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS OF

THE AGREEMENT AND THE SOFTWARE WILL BE INSTALLED.

IF YOU ARE NOT WILLING TO BE BOUND BY THIS AGREEMENT AND YOU DO NOT AGREE

TO ALL ITS TERMS AND CONDITIONS, SELECT "I REJECT" -- WHICH WILL CANCEL THE

LOADING OF THE SOFTWARE.

IMPORTANT: YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY

INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE. IF YOU DO NOT AGREE,

DO NOT INSTALL OR USE THE SOFTWARE.

Autodesk grants you the following rights provided that you comply with all terms and conditions of

this Agreement:

1. Grant of License.

a. Installation and Use.

Autodesk grants to you a personal, nonexclusive license to make and use the Software for the

purpose of designing, developing, testing, and producing game content provided that you are the

only individual or entity using said Software and provided that you do not modify or alter the

Software. You may also make personal copies (either in hard copy or electronic form) of any

electronic documents included with the Software only for your personal use on your premises.

This license is not sublicenseable by you without Autodesk’s prior written permission.

b. Storage/Network Use.

You may also store or install a copy of the Software on a storage device, such as a network

server, used only to install or run the Software on computers used by a licensed end user in

accordance with Section 1.a. A single license for the Software may not be shared or used

concurrently by other end users.

c. Support.

You acknowledge and agree that Autodesk is not obligated to provide technical or other support

of any kind for the Software. You acknowledge that Autodesk shall have the right, in its sole

discretion and without incurring any liability, to modify the Software or discontinue its use or

distribution at any time and for any reason.

2. Copyright./Proprietary Rights.

You agree that Autodesk and/or its licensors own all right, title and interest in the Software and in

all patents, trademarks, trade names, inventions, copyrights, know how and trade secrets relating

to the design, manufacture, operation or service of the Software. All rights not expressly granted

herein are hereby reserved by Autodesk. Unauthorized copying or use of the Software, or failure

to comply with the restrictions provided in this Agreement, will result in automatic termination of

this Agreement. Nothing in this Agreement shall change Autodesk’s or any of its licensors’

ownership rights to their respective intellectual property, including but not limited to the Software.

You acknowledge and understand that Autodesk evaluates, designs, develops, and acquires

technology, software applications, and other products, and for this reason any such technology,

software applications, or products that are independently developed, evaluated, designed or

acquired by Autodesk may contain ideas or concepts similar to those that may be developed by

you. Nothing in this Agreement shall prevent Autodesk from licensing, acquiring or independently

developing and marketing, directly or indirectly through third parties, products similar to and

competitive with software developed by you. Nothing herein shall be construed to grant you any

rights in any such products so developed or acquired, or any rights to the revenues or any portion

thereof derived by Autodesk from the use, sale, lease, license or other disposal of any such

independently developed products.

3. Restrictions.

You agree not to rent, lease, modify, adapt, translate, reverse engineer, decompile, or

disassemble the Software or otherwise attempt to discover the source code of the Software

except to the extent permitted by law where this is indispensable to obtain the information

necessary to achieve interoperability of an independently created program with the Software with

another program and such information is not readily available from Autodesk or elsewhere. You

may not decompile the Software if such information is available by licensing any Autodesk

Software Developer's Kit or other Autodesk software product. You agree not to distribute the

Software, the Software’s installer components, or any sample files provided by Autodesk for use

with the Software without the prior written permission of Autodesk.

THE SOFTWARE IS PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY

LAWS AND TREATIES. AUTODESK OR ITS SUPPLIERS OWN THE TITLE, COPYRIGHT, AND

OTHER INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE. THE PRODUCT IS

LICENSED, NOT SOLD. COPYING THE SOFTWARE EXCEPT AS PERMITTED BY THIS

AGREEMENT IS COPYRIGHT INFRINGEMENT UNDER THE LAWS OF YOUR COUNTRY. IF

YOU COPY THE SOFTWARE IN VIOLATION OF THIS AGREEMENT THEN YOU ARE

VIOLATING THE LAW. YOU MAY BE LIABLE TO AUTODESK FOR DAMAGES AND YOU MAY

BE SUBJECT TO CRIMINAL PENALTIES.

4. No Warranty.

The Software is provided to you "AS IS," and you acknowledge that it may contain errors.

Autodesk disclaims any warranty or liability obligations to you of any kind. AUTODESK AND ITS

SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU

MAY OBTAIN BY USING THE SOFTWARE. AUTODESK AND ITS SUPPLIERS MAKE NO

WARRANTIES, EXPRESS OR IMPLIED, AS TO NONINFRINGEMENT OF THIRD PARTY

RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO

EVENT WILL AUTODESK OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY

CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS

OR LOST SAVINGS, EVEN IF AN AUTODESK REPRESENTATIVE HAS BEEN ADVISED OF

THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. Some

states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or

special damages, or the exclusion of implied warranties or limitations on how long an implied

warranty may last, so the above limitations may not apply to you.

5. DISCLAIMER.

DUE TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE SOFTWARE, THE

SOFTWARE HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE

USED. AUTODESK SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE

RESULTS OBTAINED THROUGH THE USE OF THE SOFTWARE. PERSONS USING THE

SOFTWARE ARE RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT, AND CONTROL

OF THE SOFTWARE. THIS RESPONSIBILITY INCLUDES, BUT IS NOT LIMITED TO, THE

DETERMINATION OF APPROPRIATE USES FOR THE SOFTWARE AND THE SELECTION

OF THE SOFTWARE AND OTHER PROGRAMS TO ACHIEVE INTENDED RESULTS.

6. LIMITATION OF LIABILITY

IN NO EVENT WILL AUTODESK BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND,

INCLUDING LOSS OF DATA, LOST PROFITS, COST OF COVER OR OTHER SPECIAL,

INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF THE USE OR

INABILITY TO USE THE SOFTWARE OR THE PROVISION OR FAILURE TO PROVIDE

SUPPORT SERVICES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS

LIMITATION WILL APPLY EVEN IF AUTODESK HAS BEEN ADVISED OF THE POSSIBILITY

OF SUCH LOSS OR DAMAGE. YOU ACKNOWLEDGE THAT THE NO CHARGE LICENSE FEE

REFLECTS THIS ALLOCATION OF RISK.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS PROVIDED IN THIS AGREEMENT

SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF

ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

7. General Provisions.

a. Governing Law.

This Agreement shall be construed in accordance with the laws of the State of California

(excluding rules regarding conflicts of law) and the United States of America. In the event of any

dispute the parties submit to the personal jurisdiction of and venue in 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. In the alternative, this Agreement will be governed by the laws of the

country in which you acquired the Software, excluding the application of its conflicts of law rules.

This Agreement will not be governed by the United Nations Convention on Contracts for the

International Sale of Goods, the application of which is expressly excluded. If any part of this

Agreement is found void and unenforceable, it will not affect the validity of the balance of the

Agreement, which shall remain valid and enforceable according to its terms.

b. Export Controls.

You acknowledge that the Software is subject to U.S. export jurisdiction. You agree to comply

with all applicable international and national laws that apply to the Software, including the U.S.

Export Administration Regulations, as well as end-user, end-use and destination restrictions

issued by U.S. and other governments. You agree that the Software will not be shipped,

transferred, downloaded, distributed, or exported into any country or used in any manner

prohibited by the United States or any other applicable export control law, restriction, or

regulation.

c. Independent Contractors.

In performing their respective duties under this Agreement, each of the parties will be operating

as an independent contractor. Nothing contained herein will in any way constitute any

association, partnership or joint venture between the parties hereto, or be construed to evidence

the intention of the parties to establish any such relationship. Neither of the parties will hold itself

out in any manner that would be contrary to the provisions of this Section. At no time shall either

party make any commitments or incur any charges or expenses for or in the name of the other

party.

d. Notices.

Any notices to Autodesk under the provisions of this Agreement shall be given in writing at the

address set forth below or to such other address as Autodesk may substitute.

General Counsel

Autodesk, Inc.

111 McInnis Parkway

San Rafael, CA 94904

e. Indemnity.

To the maximum extent permitted by law, you agree that you shall indemnify, defend, and hold

harmless Autodesk, and its respective officers, directors, employees, agents, successors, and

assigns, from any damage, allegation, cost, loss, liability, or expense (including court costs and

fees for attorneys or other professionals) arising out of or resulting from or in connection with any

breach or claimed breach of the terms of this Agreement or warranties provided herein, your

unauthorized use of the Software, or the unauthorized use of the Software by the individual(s) or

entity or entities that intend to license the Software pursuant to this Agreement.

f. U.S. Government License Rights.

The Software is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the

United States Government or any agency, department or instrumentality thereof is subject to the

restrictions set forth in the Commercial Computer Software -- Restricted Rights clause at FAR

52.227-19 or the Commercial Computer Software -- Licensing clause at NASA FAR Supplement

1852.227-86.

g. Your Warranties.

You represent and warrant to Autodesk that: (i) you have the full corporate right, power, and

authority, to enter into this Agreement and to perform the obligations and duties hereunder and

the full authority to execute and enter into this Agreement on behalf of yourself as well as the

individual(s) or entity or entities that intend to license the Software pursuant to this Agreement; (ii)

the execution of this Agreement, and the performance of the obligations and duties hereunder, do

not and will not violate any agreement to which you, or any individual or entity affiliated with you,

are a party or by which you, or any individual or entity affiliated with you, are otherwise bound; (iii)

when executed, this Agreement will constitute your legal, valid and binding obligation,

enforceable against you as well as the individual(s) or entity or entities that intend to license the

Software pursuant to this Agreement in accordance with its terms; (iv) you acknowledge that

Autodesk makes no representations, warranties, or agreements related to the subject matter

hereof which are not expressly provided for in this Agreement; (v) no consent, approval, or

authorization of or designation, declaration, or filing with or from any individual, entity, or

governmental or regulatory authority is required in connection with the valid execution and

delivery of this Agreement, the delivery of the Software, or the licenses granted herein; and (f)

your use of the Software does not and will not in any manner infringe the rights of any third party

nor violate any law, rule, or regulation.

h. Publicity.

You may not make any public statement, press release, or other announcement relating to the

terms of or existence of this Agreement, Autodesk, or any relationship between the parties,

without the prior written approval of Autodesk, except as required by law.

i. Language.

This Agreement is in the English language only, which language shall be controlling in all

respects, and all versions hereof in any other language shall not be binding on the parties hereto.

All communications and notices to be made or given pursuant to this Agreement shall be in the

English language.

j. Termination.

This Agreement shall automatically terminate upon failure by you to comply with any of its terms.

Further, Autodesk may terminate this Agreement at any time, for any reason or for no reason.

k. Conflict of Interest.

You agree that you will not engage directly or indirectly either for yourself, or with or for any other

person or entity in any work or undertaking which shall conflict with or create any legal

impediment against your performance of your obligations under this Agreement and the rights

and licenses granted to Autodesk hereunder. You represent that there is no such present conflict

of interest nor any such legal impediment.

l. Entire Agreement.

This Agreement is the entire agreement between you and Autodesk relating to the Software and it

supersedes all prior or contemporaneous oral or written communications, proposals and

representations with respect to the Software or any other subject matter covered by this

Agreement. This Agreement may be amended only by a writing signed by authorized individuals

for Autodesk. In the event that it is determined by a court of competent jurisdiction as a part of a

final non-appealable judgment that any provision of this Agreement (or part thereof) is invalid,

illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in

accordance with the stated intention of the parties, while the remainder of the Agreement will

remain in full force and effect. If you procured the Software in Canada, you agree to the following:

The parties hereto confirm that it is their wish that this Agreement, as well as other documents

relating hereto, including any notices, have been and shall be written in the English language

only. Les parties ci-dessus confirment leur désir que cet accord ainsi que tous les documents, y

compris tous avis qui s'y rattachent, soient rédigés en langue anglaise.

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