Taken from http://download.autodesk.com/us/FY18/Suites/LSA/en-US/lsa.html

*Autodesk*

*LICENSE AND SERVICES AGREEMENT*

*READ CAREFULLY:* AUTODESK LICENSES THE SOFTWARE AND OTHER LICENSED
MATERIALS ONLY ON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS
CONTAINED OR REFERENCED IN THIS AGREEMENT.

By selecting the “I accept” button or other button or mechanism designed
to acknowledge agreement to the terms of an electronic copy of this
Agreement, or by installing, downloading, accessing, or otherwise
copying or using all or any portion of the Autodesk Materials, (i) you
accept this Agreement on behalf of the entity for which you are
authorized to act (e.g., an employer) and acknowledge that such entity
is legally bound by this Agreement (and you agree to act in a manner
consistent with this Agreement) or, if there is no such entity for which
you are authorized to act, you accept this Agreement on behalf of
yourself as an individual and acknowledge that you are legally bound by
this Agreement, and (ii) you represent and warrant that you have the
right, power and authority to act on behalf of and bind such entity (if
any) or yourself. You may not accept this Agreement on behalf of another
entity unless you are an employee or other agent of such other entity
with the right, power and authority to act on behalf of such other entity.

If Licensee is unwilling to accept this Agreement, or you do not have
the right, power and authority to act on behalf of and bind such entity
or yourself as an individual (if there is no such entity), (a) DO NOT
SELECT THE “I ACCEPT” BUTTON OR OTHERWISE CLICK ON ANY BUTTON OR OTHER
MECHANISM DESIGNED TO ACKNOWLEDGE AGREEMENT, AND DO NOT INSTALL,
DOWNLOAD, ACCESS, OR OTHERWISE COPY OR USE ALL OR ANY PORTION OF THE
AUTODESK MATERIALS; AND (b) WITHIN THIRTY (30) DAYS FROM THE DATE OF
ACQUIRING THE AUTODESK MATERIALS, LICENSEE MAY RETURN THE AUTODESK
MATERIALS (INCLUDING ANY COPIES) TO THE ENTITY FROM WHICH THEY WERE
ACQUIRED FOR A REFUND OF THE APPLICABLE LICENSE FEES PAID BY THE LICENSEE.

The words “Autodesk", “Agreement” and “Licensee” and other capitalized
terms used in this Agreement are defined terms. The definitions can be
found in Exhibit A (if the terms are not defined in the main body of the
Agreement).

1.*License*

1.1 License Grant. Subject to and conditioned on Licensee’s continuous
compliance with this Agreement and payment of the applicable fees,
Autodesk grants Licensee a nonexclusive, nonsublicensable,
nontransferable, limited license to Install and Access the Licensed
Materials, in each case solely (a) in the Territory, (b) within the
scope of the License Type and Permitted Number specified in the
applicable License Identification, and (c) in accordance with the other
terms of this Agreement. Various License Types are described in Exhibit
B. In any case where the License Identification does not specify a
License Type or Permitted Number, or there is no License Identification,
the License Type will, by default, be the Evaluation License and the
Permitted Number will, by default, be one (1).

1.2 Upgrades and Previous Versions.

1.2.1 Effect of Upgrades. If Autodesk or a Reseller provides Licensee
with an Upgrade to other Licensed Materials previously licensed to
Licensee, the Licensed Materials previously licensed to Licensee and any
other Autodesk Materials relating thereto will thereafter be deemed to
be a “Previous Version.” Except as set forth in Section 1.2.2 (Exception
for Subscription 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
Subscription 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 Subscription 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 has a
Subscription and the Subscription 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 this 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 Subscription. Autodesk may offer to Licensee, and (if so) Licensee
may elect to acquire, Subscriptions for the Licensed Materials licensed
to Licensee under this Agreement (and such Subscriptions may include
rights in addition to or different from those set forth in this
Agreement). Any Subscriptions are subject to Autodesk’s terms therefor,
which terms are set forth in the applicable Subscription Program Terms.
Licensee agrees that if it requests, accepts, or makes use of any
Subscription, Licensee will be bound by such terms, as they may be
modified from time to time in accordance with the applicable
Subscription 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 providing Subscriptions.

1.8Services. 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).

1.10Nature of Licenses. Licensee acknowledges and agrees that when
Licensee acquires a license of Licensed Materials, a Subscription 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.

1.11APIs. 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 Subscription
period) 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 Section1.11 (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, Subscriptions 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/
<http://usa.autodesk.com/privacy/>. Without limitation of the generality
of the foregoing, Licensee acknowledges that 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, Subscriptions, 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, Subscription or Services or in connection with
enforcement of any agreements relating to Licensed Materials,
Subscription 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 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 (“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, SUBSCRIPTION,
OR SERVICES (PURSUANT TO SUBSCRIPTION OR OTHERWISE). ANY STATEMENTS OR
REPRESENTATIONS ABOUT THE AUTODESK MATERIALS, SUBSCRIPTION 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 SUBSCRIPTION 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, that 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 SUBSCRIPTION
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,
SUBSCRIPTION OR SERVICES WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY
LICENSEE FOR SUCH AUTODESK MATERIALS, SUBSCRIPTION, 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, SUBSCRIPTION 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
Subscription, upon commencement of the applicable Subscription period.
Each of Autodesk or Licensee may terminate this Agreement, Licensee’s
license as to Licensed Materials, Licensee’s Subscription, 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 Subscription,
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 Subscription, 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, Subscription,
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. In the context of
any bankruptcy 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.

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 Subscription (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
Subscription 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 Subscription (including, without limitation,
rights with respect to Previous Versions) will terminate, and (unless
otherwise authorized by the Subscription 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 has a Subscription, either party may also provide
notice as set forth in the Subscription Program Terms.

9.2 Governing Law and Jurisdiction. This Agreement will be governed by
and construed in accordance with the laws of (a) Switzerland if Licensee
acquired the Autodesk Materials in a country in Europe, Africa or the
Middle East, (b) Singapore if Licensee acquired the Autodesk Materials
in a country in Asia, Oceania or the Asia-Pacific region, or (c) the
State of California (and, to the extent controlling, the federal laws of
the United States) if Licensee acquired the Autodesk Materials in a
country in the Americas (including the Caribbean) or any other country
not specified in this Section 9.2. The laws of such jurisdictions shall
govern without reference to the conflicts-of-laws rules thereof. The UN
Convention on Contracts for the International Sale of Goods and the
Uniform Computer Information Transaction Act shall not apply to (and are
excluded from the laws governing) this Agreement. In addition, each
party agrees that any claim, action or dispute arising under or relating
to this Agreement will be brought exclusively in (and the parties will
be subject to the exclusive jurisdiction of) the Superior Court of the
State of California, County of Marin, or the United States District
Court for the Northern District of California in San Francisco, except
that if Licensee has acquired the Autodesk Materials in (a) a country in
Europe, Africa or the Middle East, any such claim or dispute will be
brought exclusively in (and the parties will be subject to the exclusive
jurisdiction of) the courts of Switzerland, or (b) a country in Asia,
Oceania or the Asia-Pacific region, any such claim or dispute will be
brought exclusively in (and the parties will be subject to the exclusive
jurisdiction of) the courts of Singapore. Nothing in the foregoing will
prevent Autodesk from bringing an action for infringement of
intellectual property rights in any country where such infringement is
alleged to occur.

9.3 No Assignment; Insolvency. Licensee may not assign this Agreement or
any rights hereunder (whether by purchase of stock or assets, merger,
change of control, operation of law, or otherwise) without Autodesk's
prior written consent, which may be withheld in Autodesk's sole and
absolute discretion, and any unauthorized purported assignment by
Licensee will be void. In the context of any bankruptcy or similar
proceeding, this Agreement is and will be treated as an executory
contract of the type described by Section 365(c)(1) of Title 11 of the
United States Code and may not be assigned without Autodesk's prior
written consent, which may be withheld in Autodesk's sole and absolute
discretion. 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
Subscriptions 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 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 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 that the use of any and all Autodesk
Materials is in conformance with this Agreement. Licensee will provide
full cooperation to enable any such audit. If Autodesk determines that
Licensee’s use is not in conformity with the Agreement, Licensee will
obtain immediately and pay for valid license(s) to bring Licensee’s use
into compliance with this Agreement and other applicable terms 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, whether under this Agreement or otherwise.

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 compliance with United States and other
applicable country export control and trade sanctions laws, rules and
regulations, including, without limitation the regulations promulgated
by the U.S. Department of Commerce and the U.S. Department of the
Treasury (collectively, "Export Control Laws"). Licensee represents,
warrants and covenants that neither Licensee nor Licensee’s Personnel
(i) are a citizen or resident of, or located within, a nation that is
subject to U.S. trade sanctions or other significant trade restrictions
(including, without limitation, Cuba, Iran, Sudan, Syria and North
Korea), (ii) are identified on any of the U.S. government restricted
party lists (including, without limitation, the U.S. Treasury
Department's 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 any restricted end use,
including, without limitation, design, analysis, simulation, estimation,
testing, or other activities related to nuclear, chemical/biological
weapons, rocket systems or unmanned air vehicles applications, 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. Licensee shall
be solely responsible for (i) determining the precise controls
applicable to the Autodesk Materials or Services, and (ii) complying
with the Export Control Laws and monitoring any modifications to them.

9.13 Entire Agreement. This Agreement and any other terms referenced in
this Agreement (such as the Subscription Program Terms and the Services
Terms) constitute the entire agreement between the parties (and merges
and supersedes 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 Subscription 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 Subscriptions 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 Subscription 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 The following Section 10.1. applies to the following Software that
may be included within the Licensed Materials: (i) Autodesk Maya; (ii)
Autodesk Softimage; (iii) Autodesk 3ds Max; and (iv) Autodesk 3ds Max
Design.

10.1.1Rendering.

A. 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.

B. 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.

C. 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.

D. 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.

E. 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. The following Section 10.2. applies to the Autodesk
Media & Entertainment 3D entertainment Software that may be included
within the Licensed Materials. 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;

(2) prohibits the redistribution of the Redistributable Component;

H. in addition to the foregoing, if the Redistributable Component
operates with the Autodesk 3ds Max Software and/or Autodesk 3ds Max
Design 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;

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.

10.2.1 Definitions.

A. "Licensee Application" means, with regard to the Software, a
Modification made by Licensee for designing, developing, and testing an
application program made by Licensee.

B. "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.

C. "Redistributable Component" means the Sample(s) and/or a Modification.

D. "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.

10.3 The following Section 10.3 applies to the following Software that
may be included within the Licensed Materials: (i) Autodesk Softimage
Mod Tool software; and (ii) Autodesk Softimage Mod Tool Pro software.
10.3.1 Autodesk Softimage Mod Tool Software. In the event the Software
is Autodesk Softimage Mod Tool Software then the applicable Exhibit B
License Type is B. 7. Student License.

10.3.2 Autodesk Softimage Mod Tool Pro Software. In the event the
Software is Autodesk Softimage Mod Tool Pro Software, then the
applicable Exhibit B License Type is B. 1. Stand-alone (Individual)
License, however, Licensee’s Internal Business Needs are limited to the
design, development and testing of an application program designed to
function with the Software for Licensee’s internal use in producing
multimedia content in conjunction with Licensee’s valid XNA® Creators
Club Online Premium Membership.

11. Additional Terms: Quantity Take Off. The following Section 11
applies to the Quantity Take Off Software that may be included within
the Licensed Materials (“QTO Software”):

11.1 The QTO Software is based in part on the work of the Independent
JPEG Group.

11.2 Portions of the QTO Software include Crystal Reports Runtime
Software (“Runtime Software”) licensed from Business Objects Software
Ltd (“Business Objects”). Licensee’s use of the Runtime Software is
subject to the following terms:

11.2.1 Licensee agrees not to alter disassemble, decompile, translate,
adapt or reverse-engineer the Runtime Software or the report file (.RPT)
format;

11.2.2 Licensee agrees not to distribute the Runtime Software with any
general-purpose report writing, data analysis or report delivery product
or any other product that performs the same or similar functions as
Business Objects’ product offerings;

11.2.3 Licensee agrees not to use the Runtime Software to create for
distribution a product that is generally competitive with Business
Objects' product offerings;

11.2.4 Licensee agrees not to use the Runtime Software to create for
distribution a product that converts the report file (.RPT) format to an
alternative report file format used by any general-purpose report
writing, data analysis or report delivery product that is not the
property of Business Objects;

11.2.5 Licensee agrees not to use the Crystal Reports Software on a
rental or timesharing basis or to operate a service bureau facility for
the benefit of third-parties.

11.3 BUSINESS OBJECTS AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT
OF THIRD PARTY RIGHTS. BUSINESS OBJECTS AND ITS SUPPLIERS SHALL HAVE NO
LIABILITY WHATSOEVER UNDER THIS AGREEMENT OR IN CONNECTION WITH THE
CRYSTAL REPORTS SOFTWARE.

12. Additional Terms: Educational Suites. If Licensee is an educational
institution, Licensee’s Territory is the United States of America or
Canada, and the Licensed Materials include an Educational Suite, defined
below, then the following additional terms and conditions set forth in
this Section 12 shall apply.

12.1 Additional Definitions.

12.1.1 “Educational Site” means computer labs, classrooms or offices
located at one of Licensee’s facilities in a single state or province,
and may include Licensee’s main campus or a satellite campus provided
that such satellite campus offers the same curricula as the main campus.

12.1.2 “Secondary Institution” means an educational institution commonly
referred to as “high school” or “secondary school” (in the United States
this typically means grades 9 through 12).

12.1.3 “Post-secondary Institution” means an educational institution
commonly referred to as a “college”, “university”, “post-secondary
school” or “tertiary school”.

12.1.4 “Educational Suite” means any Software that is a suite with a
License Identifier that identifies the License Type as either
“Educational Stand-alone (Individual) License”, “Educational Multi-seat
Stand-alone License” or “Educational Network License”, but is not either
Autodesk Animation Academy or Autodesk Entertainment Creation Suite
Ultimate, or successor educational media and entertainment suite.

12.1.5 “Public Educational Institution” means an educational institution
that is legal branch or agency of a state or local government.

12.2 Educational Site Restrictions.

12.2.1 If Licensee is a Secondary Institution, then Licensee’s use of
Licensed Materials shall be limited to use at one (1) Educational Site.

12.2.2 If Licensee is a Post-secondary Institution, then Licensee’s use
of Licensed Materials shall be limited to use at no more than five (5)
Educational Sites.

12.3 Governing Law for Public Educational Institutions. If Licensee is a
Public Educational Institution, this Agreement will be governed by and
construed in accordance with the laws of the State or Province in which
such Public Educational Institution is located. Such laws 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 local courts of the
county in which the main campus of Licensee is located, or the
administrative tribunal having exclusive jurisdiction over disputes
involving Licensee, as applicable.

13. Autodesk download technology may use the Akamai NetSession
Interface, which may utilize a limited amount of your upload bandwidth
and PC resources to connect you to a peered network and improve speed
and reliability of Web content. The Akamai NetSession Interface is
secure client-side networking technology that harnesses the power of
your computer to deliver software and media available on the Akamai
network. Your Akamai NetSession Interface works collectively with other
Akamai NetSession Interfaces, along with thousands of Akamai edge
servers, and runs as a networking service utilizing a limited amount of
your computer's available resources. More information about the Akamai
NetSession Interface is available here: *http://www.akamai.com/client*.
By clicking "Accept" and using the Autodesk download technology, you
accept the Akamai License Agreement (*http://www.akamai.com/eula*) in
addition to the Autodesk License and Service Agreement.

*Exhibit A*

*Definitions*

1. “Access” or “Accessible” means, with respect to a computer program or
other materials, (a) to use or execute the computer program or other
materials or (b) to use or otherwise benefit from the features or
functionality of the computer program or other materials.

2. “Agreement” means this License and Services Agreement, including all
exhibits and schedules thereto, as the License and Services Agreement
may be amended from time to time in accordance with the terms thereof.

3. “Authorized User” means any individual person who Installs or
Accesses, or is authorized to Install or Access, any of the Licensed
Materials.

4. “Autodesk” means Autodesk, Inc., a Delaware corporation, except that
if, Licensee acquires a license to the Autodesk Materials in (a) a
country in Europe, Africa or the Middle East, “Autodesk” means Autodesk
Development Sàrl 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, Subscription or Services.

9. “Educational Purposes” means purposes directly related to learning,
teaching, training, and research and development that are part of the
instructional functions performed by a primary or secondary educational
institution or any degree-granting or certificate-granting institution
or any learning, teaching or training facilities, but does not include
commercial, professional or for-profit instructional or other purposes.

10. “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.

11. “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.

12. “Faculty” means Personnel of a primary or secondary educational
institution or any degree-granting or certificate-granting educational
institution or any learning, teaching or training facilities and who
upon request by Autodesk is able to provide proof of such status.

13. “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.

14. “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.

15. “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.

16. “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 Subscription Program Terms. In
addition, Licensed Materials includes, without limitation, any Previous
Versions and other Autodesk Materials that Licensee receives or retains
pursuant to the Subscription Program Terms, but only for so long as and
to the extent expressly authorized by the Subscription Program Terms.
Notwithstanding the foregoing (or any other provision of this
Agreement), Licensed Materials in all cases excludes Excluded Materials.

17. “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.

18. “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.

19. “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.

20. “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.

21. “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.

22. “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.

23. “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).

24. “Reseller” means a distributor or reseller authorized directly or
indirectly by Autodesk to distribute authentic Autodesk Materials to
Licensee.

25. ”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 Subscription.

26. “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-use
<http://usa.autodesk.com/company/legal-notices-trademarks/terms-of-use>
or any successor or supplemental web page of Autodesk.

27. “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.

28. “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).

29. “Student” means an individual person who is, (i) at the time of
Installation of Licensed Materials, enrolled (a) at a recognized
degree-granting or certificate-granting educational institution for
three (3) or more credit hours in a degree-granting or certificate
granting education program or (b) in a nine (9) month or longer
certificate program and (ii) upon request by Autodesk is able to provide
proof of such enrollment.

30. “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.

31. “Subscription Program Terms” means the terms for Subscriptions set
forth
athttp://usa.autodesk.com/company/legal-notices-trademarks/support-terms-and-conditions
<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).

32. “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).

33. “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.

34. “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.

35. “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 Subscription. 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.

36. “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.

37. “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) License. If the License Identification
identifies the License Type as a “Stand-alone License” or as an
“Individual License," 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)
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 a “Multi-seat Stand-alone License,"
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 License. If the License Identification identifies the License
Type for the Licensed Materials as a “Network License," 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 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 an “Educational
Stand-alone (Individual) License,” 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 (a) Faculty and Students where Licensee is a
degree-granting or certificate-granting educational institution (and
such Students are deemed to be Personnel of Licensee for purposes of the
Educational Stand-alone (Individual) License), or (b) by the Student if
Licensee is a Student; or (c) by Faculty if Licensee is Faculty, in each
case solely for Educational Purposes. An Educational Stand-alone
(Individual) License where Licensee is a degree-granting or certificate
granting educational institution is for a perpetual term, except as
otherwise provided in this Agreement. An Educational Stand-alone
(Individual) License where Licensee is a Student 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 in the case of a license
granted free of charge, or for a perpetual term if Licensee has paid a
fee for the license, except as otherwise provided in this Agreement. An
Educational Stand-alone (Individual) License where Licensee is Faculty
is for a thirty-six (36) month term, in the case of a license granted
free of charge, or for a perpetual term if Licensee has paid a fee for
the license, except as otherwise provided in this Agreement.

5. Educational Multi-seat Stand-alone License. If the License
Identification identifies the License Type as an “Educational Multi-seat
Stand-alone License,” 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 Students (and such Students are deemed to be
“Personnel” of Licensee for purposes of the Educational Multi-seat
Stand-alone License) and Faculty at degree-granting or
certificate-granting educational institutions, solely for Educational
Purposes, and only at and from locations that are not operated for
commercial, professional or for-profit purposes. An Educational
Multi-seat Stand-alone License is for a perpetual term, except as
otherwise provided in this Agreement.

6. Educational Network License. If the License Identification identifies
the License Type as an “Educational Network License,” 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 Students (such Students are
deemed to be “Personnel” of Licensee for purposes of the Educational
Network License) and Faculty at degree-granting or certificate-granting
educational institutions, solely for Educational Purposes, only so long
as the maximum number of concurrent Authorized Users does not exceed the
Permitted Number of Authorized Users, and only at and from locations
that are not operated for commercial, professional or for-profit
purposes. An Educational Network License is for a perpetual term, except
as otherwise provided in this Agreement.

7. Personal Learning License. If the License Identification identifies
the License Type as a “Personal Learning 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, 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 Stand-alone 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. 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 B.6, B.7 or B.8 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.