1、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 ackn
2、owledge 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)
3、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 lega
4、lly 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 wit
5、h 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 AC
6、CEPT” 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
7、 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 definition
8、s can be found in Exhibit A (if the terms are not defined in the main body of the Agreement). 1.License 1.1License Grant. Subject to and conditioned on Licensees continuous compliance with this Agreement and payment of the applicable fees, Autodesk grants Licensee a nonexclusive, nonsublicensable, n
9、ontransferable, 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. Vari
10、ous 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
11、.2Upgrades and Previous Versions. 1.2.1Effect 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
12、 be deemed to be a “Previous Version.” Except as set forth in Section 1.2.2 (Exception for Relationship Program Licensees), the license grant and other rights with respect to any Previous Version will terminate one hundred twenty (120) days after Installation of the Upgrade. Within such one hundred
13、twenty (120) day period, except as set forth in Section 1.2.2 (Exception for Relationship Program Licensees), (a) Licensee must cease all use of any Previous Version and Uninstall all copies of the Previous Version, and (b) upon expiration of such period, such Previous Version will no longer constit
14、ute 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 Autodesks request, Licensee agrees to destroy or return to Autodesk or the Reseller from which they were acquired all copies of the Previous Version.
15、 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. 1.2.2Exception for Relationship Program License
16、es. The termination of rights as to Previous Versions described in Section 1.2.1 (Effect of Upgrades) may not apply to Licensee if and to the extent (a) Licensee participates in a Relationship Program and the Relationship Program Terms authorize Licensee to retain such Previous Versions or (b) other
17、wise authorized in writing by Autodesk. 1.3Additional 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 Materi
18、als) that are in addition to or different from the terms set forth in this Agreement, and Licensee agrees to comply with such terms. 1.4Other Materials. If Autodesk provides or makes available to Licensee any additional materials associated with the Licensed Materials, including any corrections, pat
19、ches, 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 ter
20、ms set forth in this Agreement (including, without limitation, additional or different fees, license terms, or restrictions on use), and Licensee agrees to comply with such terms, or (b) if there are no other terms for such additional materials, they will (except as otherwise provided by Section 1.2
21、 (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 a
22、ny rights with respect to Excluded Materials. 1.5Authorized Users. Licensee may permit the Licensed Materials to be Installed and/or Accessed only by Licensees Personnel (except as otherwise designated in the applicable License Type), and any such Installation or Access will be subject to any other
23、requirements imposed by this Agreement and the applicable License Type and Permitted Number. Licensee will be responsible for compliance with this Agreement by Licensees Personnel and any other persons who may have Access to the Autodesk Materials through Licensee (whether or not such Access is auth
24、orized by Autodesk or within the scope of the applicable License Type and Permitted Number). 1.6Third-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
25、 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 Autodesks website or on re
26、quest 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 Li
27、censed 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 Licensees use of such third-party software, data or other materials. 1.7Relationship Programs. Autod
28、esk may offer to Licensee, and (if so) Licensee may participate in one (1) or more Relationship Programs applicable to the Licensed Materials licensed to Licensee under this Agreement (and such Relationship Programs may include rights in addition to or different from those set forth in this Agreemen
29、t). Any Relationship Programs are subject to Autodesks terms therefor, which terms are set forth in the applicable Relationship Program Terms. Licensee agrees that if it requests, accepts, or makes use of any Relationship Program, Licensee will be bound by such terms, as they may be modified from ti
30、me to time in accordance with the applicable Relationship Program Terms (and such terms, as so modified from time to time, are a part of and incorporated by reference into this Agreement), and Licensee agrees to comply with such terms. Licensee acknowledges that Autodesk may require a further accept
31、ance of such terms as a condition to participation in a Relationship Program. 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 Autodesks terms therefor, which terms are set forth in the applicable Se
32、rvices 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
33、 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. 1.9Archival Copy. Licensees license under Section 1.1 (License Grant) includes the right to make
34、 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 Licensees entire computer system on which the Licensed Materials are Installed in accordance with this Agreement
35、, 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 c
36、opy 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 (Arc
37、hival Copy). 1.10Nature of Licenses. Licensee acknowledges and agrees that when Licensee acquires a license of Licensed Materials, (including through a Relationship Program or Services), Licensees acquisition is neither contingent on the delivery of any future features or functionality nor subject t
38、o 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 w
39、ith 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 Licensees own authorized internal use of the License
40、d 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
41、 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
42、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 w
43、as 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
44、 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 develop
45、er 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 2.1Limitations and Exclusions. 2.1.1No License Granted; Unaut
46、horized 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
47、Autodesk Materials that Licensee did not acquire lawfully or that Licensee acquired in violation of or in a manner inconsistent with this Agreement, (c) for Installation of or Access to the Licensed Materials beyond the applicable license term (whether a fixed term or Relationship Program period or
48、term) or outside the scope of the applicable License Type or Permitted Number, (d) for Installation of the Licensed Materials on any Computer other than a Computer owned or leased, and controlled, by Licensee, unless otherwise authorized in writing by Autodesk, (e) to distribute, rent, loan, lease,
49、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 o
