Autodesk
Software LICENSE AGREEMENT
Worldwide
READ CAREFULLY: Autodesk, Inc. (“Autodesk”) licenses THIS software to you only upon the condition that you accept all of the terms contained in this Software LICENSE Agreement (“aGREEMENT”).
BY SELECTING the “I ACCEPT” button BELOW this Agreement OR by copying, installing, uploading, accessing or USING ALL OR ANY PORTION OF THE SOFTWARE you agree to enter into this Agreement. A contract is then formed between Autodesk and either you personally, if you acquire the Software for yourself, or the company or other legal entity for which you are acquiring the software.
IF YOU do not agree or do not wish to bind yourself or the entity you represent: (a) do not copy, install, upload, access or use the Software; (B) SELECT THE “I reject” BUTTON BELOW this Agreement (which will CANCEL THE LOADING OF THE SOFTWARE); AND (C) WITHIN thirty (30) DAYS FROM the date of ACQUISITION, RETURN the SOFTWARE TO THE LOCATION WHERE YOU ACQUIRED IT for a refund.
COPYING, INSTALLATION, UPLOADING, ACCESS OR USE OF THIS SOFTWARE OR any accompanying DOCUMENTATION OR MATERIALS EXCEPT AS PERMITTED BY AGREEMENT IS UNAUTHORIZED AND CONSTITUTES a material breach of this agreement and an INFRINGEMENT of the copyright and other intellectual property rights in such software and documentation. IF YOU COPY, INSTALL, UPLOAD, ACCESS OR USE ALL OR ANY PORTION OF THIS SOFTWARE OR ITS USER DOCUMENTATION WITHOUT entering into this Agreement or otherwise obtaining written PERMISSION OF Autodesk, YOU ARE VIOLATING COPYRIGHT and other intellectual property LAW. YOU MAY BE LIABLE TO Autodesk and its licensors FOR DAMAGES, AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES.
1. Definitions
1.1 “Access” means to use or benefit from using the functionality of the Software.
1.2 “Autodesk Materials” is the collective term for the Software, User Documentation and Excluded Materials.
1.3 “Computer” means a single electronic device with one or more central processing units (CPUs) that accepts information in digital or similar form and manipulates the information for a specific result based on a sequence of instructions.
1.4 “Excluded Materials” means any programs, modules, components or functionality, if any, that may be included on media or with materials delivered to You that are not within the License Parameters as described in the User Documentation, or for which You have not paid the applicable fees.
1.5 “Install” means to place a copy of Software onto a hard disk or other storage medium through any means (including, but not limited to, use of an installation utility application accompanying the Software).
1.6 “License Parameters” means the definition and limitation of the applicable license scope in Section 2.2 hereof.
1.7 “Permitted Number” means a number relevant for the applicable License Parameters that Autodesk may specify in the applicable User Documentation. The Permitted Number is one (1) unless otherwise provided by in such User Documentation.
1.8 “Software” means the computer program in which this Agreement is embedded or that is delivered prepackaged with this Agreement. If programs are delivered to You as part of a bundled package, suite or series, the term Software shall include all programs delivered to You as part of that bundled package, suite or series and described in the User Documentation.
1.9 “Territory” means the country in which You acquire the Software, unless you acquire the Software in a member country of the European Economic Area (“E.E.A.”), in which the case “Territory” means the E.E.A.
1.10 “User Documentation” means the explanatory printed or electronic materials that Autodesk or its authorized distributor incorporates in or delivers in or on a package with the Software or sends to You on an invoice, via email, facsimile or otherwise after You acquire or Install the Software, including, but not limited to, license specifications, activation code, license files, instructions on how to use the Software, and/or technical specifications.
1.11 “You” means you personally (i.e., the individual who reads and is prompted to accept this Agreement) if you acquire the Software for yourself or the company or other legal entity for whom you acquire the Software.
2. Software License
2.1 License Grant. Autodesk grants You a non-sublicensable, non-exclusive, non-transferable, limited license to use copies of the Software and User Documentation in Your Territory, in accordance with the applicable User Documentation, within the scope of the License Parameters. Autodesk’s license grant is conditioned on Your continuous compliance with all license limitations and restrictions described in this Agreement. If You violate any of these limitations or restrictions, the license grant will automatically and immediately expire. The license descriptions in this Section 2 (Software License) define the scope of rights that Autodesk grants to You. Any usage of the Software or User Documentation outside the scope of the applicable license grant constitutes an infringement of Autodesk’s intellectual property rights as well as a material breach of this Agreement. No license is granted under the terms of this Agreement to Excluded Materials (if any). No license is granted under the terms of this Agreement if you did not lawfully acquire the Software.
2.2 License Parameters. Autodesk’s license grant is subject to one or more of the License Parameters defined in this Section 2.2 (License Parameters) as specified in the User Documentation. Unless Autodesk expressly specifies or agrees otherwise in the User Documentation, all Software shall be governed solely by license for Standalone (Individual) Versions set forth in Section 2.2.1 (Standalone (Individual) Version).
2.2.1 Standalone (Individual) Version. If Autodesk identifies the Software as a “Standalone Version” or as an “Individual Version” or if the User Documentation does not identify the Software by any of the version designations set forth in Sections 2.2.2 (Multi-Seat Standalone) through 2.2.6 (Evaluation Version), You may Install and Access one (1) copy of the Software on one (1) individual Computer, solely for Your internal business needs. You may not allow the Software to be Accessed, , operated, or viewed from, or Installed or uploaded to, other Computers through a network connection. Except as otherwise explicitly permitted, You may not Install or Access the Software other than on one (1) Computer at a time.
2.2.2 Multi-Seat Standalone Version. If Autodesk identifies the Software as a “Multi-Seat Standalone Version”, You may Install and Access the Permitted Number of copies of the Software on the Permitted Number of individual Computers, solely for Your internal business needs. You may not allow the Software to be Accessed, operated or viewed from, or Installed or uploaded to, other Computers through a network connection. Except as otherwise explicitly permitted, You may not Install or Access the Software other than on the Permitted Number of Computers at any one time,
2.2.3 Network Version. If Autodesk identifies the Software as a “Network Version” in the applicable User Documentation, You may Install and Access one (1) copy of the Software on Your Computer file server, for Your own internal business needs, using the Autodesk License Manager tool (if any). The Software may be Installed on or Accessed by other Computers, or on an individual Computer, as a multiple-user installation, so long as the maximum number of concurrent users does not exceed the Permitted Number.
2.2.4 Educational Institutional Version. If Autodesk identifies the Software as an “Educational Institutional Version” in the applicable User Documentation, You may Install and Access one (1) copy of the Software on up to the Permitted Number of Computers, only for educational purposes (as further specified in the applicable User Documentation) and for no other purpose. Without limiting the foregoing, Educational Institutional Versions of the Software may not be used for commercial, professional, commercial training or other for-profit purposes. Additionally, functional limitations apply, as set forth in Section 6 (Warnings).
2.2.5 Student Version. If Autodesk identifies the Software as a “Student Version” or “Personal Learning Edition” (each, a “Student Version”) in the applicable User Documentation, You may Install and Access a single copy of the Software on up to the Permitted Number of Computers, only for personal learning purposes, and no other purpose. Unless otherwise provided by Autodesk in the User Documentation, Student Versions of the Software may be used for a period of one (1) year from the date You first Install the Software. Without limiting the foregoing, Student Versions of the Software may not be used for commercial, professional or other for-profit purposes and may only be used by persons who qualify as a permitted user of Student Versions (as further specified in the applicable User Documentation for Your Territory). Additionally, functional limitations apply, as set forth in Section 6 (Warnings).
2.2.6 Evaluation Version. If Autodesk identifies the Software as a demonstration, evaluation, trial, or not for resale version (“Evaluation Version”) in the applicable User Documentation, You may Install and Access one copy of the Software only for the purpose of commercial evaluation and demonstration. Without limiting the foregoing, You may not use it for competitive analysis, or commercial, professional, or other for-profit purposes. The Evaluation Version may only be Installed for a thirty (30) day evaluation period, unless otherwise specified by Autodesk in writing. Additionally, functional limitations apply, as set forth in Section 6 (Warnings).
2.2.7 License Term. Subject to the terms and conditions of this Agreement, the license to use the Software is perpetual, unless the Software qualifies as an Evaluation Version, a Student Version, or is designated as a fixed-term license, a limited duration license or a rental license. In such cases, the term of the license shall be the term identified by Autodesk in the applicable User Documentation (the “Designated Term”) or the term for which You have paid, whichever is less. If Autodesk identifies the Software as licensed for a fixed term, limited duration or rental and does not specify a term, then the Designated Term shall expire ninety (90) days after the date You first Install the Software. Use of this Software beyond the applicable license term, or any attempt to defeat the time-control disabling function in the Software is an unauthorized use and constitutes a material violation of this Agreement and intellectual property law.
2.3 Upgrades. If Autodesk labels the Software in the User Documentation as an upgrade or update (“New Version”) to software previously licensed to You (“Previous Version”), You must destroy all copies of the Previous Version, including any copies Installed on Your hard disk drive, and upon request by Autodesk return any User Documentation to Autodesk or the authorized distributor from whom You acquired the Previous Version within one hundred twenty (120) days of Installing the New Version. Autodesk reserves the right to require You to show satisfactory proof that the Previous Version has been destroyed. Autodesk or an authorized third-party in connection with the Software licensed to You hereunder may provide You additional software that supplements or extends the Software. Such supplemental software shall be subject to the terms and conditions of this Agreement except Section 5.1 (Limited Warranty), unless otherwise specified at the time of delivery. Notwithstanding the foregoing, You may retain and need not destroy the Previous Version and may use the Previous Version solely if and to the extent necessary (1) for the purposes of Installing the New Version hereby licensed and (2) for archival (backup) purposes in order to Install the New Version licensed by this Agreement if the initial installation fails.
2.4 Software Components. The Software is licensed to You as a single product and its components may not be separated for distribution or use on more than one (1) Computer unless expressly permitted by Autodesk in the applicable User Documentation.
3. Permitted and prohibited actions
3.1 Permitted Actions.
3.1.1 Backup Copy.
(a) Backup for All Versions Other than Network Versions. With respect to any version of the Software except a Network Version, You may make one (1) backup copy of the Software solely for backup purposes in the event that Your primary copy of the Software becomes inoperable. You may Install and Access such backup copy of the Software only in the event that the primary copy of the Software becomes inoperable and you would be otherwise unable to Access the Software.
(b) Backup for Network Versions. If you have acquired a Network Version, You may Install one (1) backup copy of the Software on another file server Computer solely for backup purposes in the event that Your primary file server Computer on which the Software is Installed becomes inoperable. You m...
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