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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.
IF YOU PURCHASED A SUBSCRIPTION TO ANY AUTODESK MATERIALS, THE TERMS AVAILABLE AT 
https://www.autodesk.com/terms (“Current Subscription Terms”) APPLY TO THAT SUBSCRIPTION.  In that case, by 
selecting the “I accept” button or other button or mechanism designed to acknowledge agreement, or by installing, 
downloading, accessing, or otherwise copying or using all or any portion of the Autodesk Materials, you acknowledge 
and agree that (i) you have read and agree to such Current Subscription Terms (ii) such Current Subscription Terms 
apply to all Autodesk Materials associated with such subscription, including any such Autodesk Materials delivered 
with or otherwise accompanied by this Agreement, and (iii) to the extent that the Current Subscription Terms are not 
applicable or binding on you, that you have read and agree to this Agreement.
FOR ANY OTHER AUTODESK MATERIALS OR RELATED SERVICES (FOR EXAMPLE, IF YOU PURCHASED AN 
AUTODESK MAINTENANCE PLAN), THE TERMS CONTAINED OR REFERENCED IN THIS AGREEMENT APPLY.  
In that case, 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, you acknowledge and agree that (i) you have read and agree to this 
Agreement and (ii) the terms of this Agreement apply to all Autodesk Materials other than those subject to the Current 
Subscription Terms.  
You acknowledge and agree that (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, 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) Ireland 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 Ireland, 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 désir que cet accord ainsi que tous les documents, y compris tous avis qui s'y 
rattachent, soient rédigés 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 Ireland 
Operations Limited 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 otherwise provided in 
this Agreement.




