End User License Agreement for OTOY ORBX Cloud Game Station and Octane Cloud Workstation OTOY Subscription Purchased Services Agreement IMPORTANT - READ CAREFULLY BEFORE ACCESSING OR USING This OTOY Subscription Purchased Services Agreement (this "Agreement") sets forth the terms and conditions under which OTOY Inc. and/or its Affiliates ("OTOY") makes available to you ("You") the Purchased Services described below during the subscription period. Do not access or use the Purchased Services until you have carefully read the following terms and conditions. By accepting this Agreement, either by clicking a box indicating your acceptance or by using or accessing the Purchased Services, you agree to be legally bound by the terms and conditions of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its Affiliates to these terms and conditions, in which case the terms "You" or "Your" shall refer to such entity and its Affiliates. If you do not have such authority or do not agree to the terms of this Agreement, do not access or use the Purchased Services. This Agreement is effective between You and OTOY as of the date You accept it. TERMS AND CONDITIONS 1. Definitions "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. "System" means a server node on which You install or execute all or a portion of the Software. "Purchased Services" means any services, including Support Services that You or Your Affiliates purchase under this Agreement. "Support Services" means the support and maintenance services identified in Section 2.6 below. "Software" means the OTOY Workstation family of products for which you purchase the Purchased Services, including without limitation, as applicable (i) OTOY ORBX Cloud Game Station; and (ii) OTOY Octane Cloud Workstation, including any updates or upgrades thereto provided to You under this Agreement. "You" or "Your" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity. 2. Subscription Access and Use OTOY provides a nonexclusive, nontransferable right to access and use the Software as a service, solely for Your own internal and personal use, subject to the following requirements. 2.1 If You are a company, You must assign the subscription to one person within the company, and only that person may use or access the subscription or any subscription benefits. 2.2 The subscription provides You with access to the Software and associated benefits. When Your subscription concludes, You will no longer have access to the Software or any associated benefits and You must discontinue Your use of the Software. 2.3 OTOY reserves the right to change the benefits available under the subscription at any time without any notice to You, such as the version of the Software being made available or the Support Services. 2.4 Your use of any software components which You may download in connection with the provision of Support Services are governed by the end user license agreements provided with such components, such as click-through license terms. In addition some software that you access remotely as part of the Purchased Services without downloading may be provided by third parties, including, without, limitation, Microsoft, and your use of such third party software is governed by both the terms of this Agreement and by the terms of the additional applicable third party end user license agreements that are appended at the end of this Agreement (the "Third Party EULAs"). To the extent that any applicable Third Party EULA is more restrictive or imposes greater or additional obligations on you than this Agreement, the Third Party EULA will govern and control insofar as your right to access and use the applicable third party software is concerned. Your license to use any downloaded software components or other third party software that you may access as part of the Purchased Services will terminate automatically upon termination of your right to use the Purchased Services hereunder. 2.5 OTOY makes no representation that the Software or Purchased Services or any of the transactions facilitated by the Purchased Services are legal outside of the United States. You are solely responsible for complying with any and all laws of jurisdictions outside of the United States, which may apply to your use of the Software or Purchased Services. 2.6 OTOY reserves the right to suspend or terminate Your subscription, without any notice or obligation to You, if OTOY detects suspicious activity related to use of the Software or Purchased Services. OTOY reserves the right to determine in its sole discretion whether an activity constitutes suspicious activity. 2.7 You are solely responsible for maintaining the confidentiality and security of your user name and password for access to the Purchased Services and for any violations of Agreement by anyone who obtains access to your user name and password and uses them to access the Purchased Services. You are also solely responsible for any damages that you may suffer by reason of any access to your account by anyone who obtains access to your username and password. 2.8 You are entitled to OTOY's standard web support for unlimited number of incidents for assistance on use of the Software as a service ("Support Services"). This may include assistance on installation, configuration, and deployment or for resolution of a problem using the Software. OTOY makes no warranty that the Support Services will be provided on a timely basis or that they will be effective to address your concerns. 2.9 You acknowledge and agree that you have the following responsibilities: (a) To make sure that the information you provide to OTOY is accurate. (b) To update all information you provided to OTOY to maintain its accuracy. (c) To make full and timely payments for any purchases made involving the Software or Purchased Services. (d) To be fully responsible for all transactions or other activities that occur or are undertaken under your username and password. (e) To safeguard the confidentiality of your user name and password. (f) To immediately report to OTOY if your username or password for the Purchased Services are stolen or compromised or if you notice any unusual activity in connection with your account. (g) To pursue any problems with any non-OTOY software, products, services or content accessed through the Purchased Services directly with the provider of such products or services. (h) To refrain from any resale of the Purchased Services or any part thereof, from collecting or using any information any information provided by other users without their express written consent, or from otherwise engaging in any form of data mining or data extraction with respect to any data accessible through the Purchased Services. (i) To not use the Software or Purchased Services or any part thereof in a manner that would: (i) infringe any third party copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; (ii) be fraudulent or involve the sale of counterfeit or stolen items; (iii) violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising); (iv) be false, misleading, or inaccurate; (v) create liability for OTOY or any company providing software, products, services or content though the Purchased Services or cause OTOY or any company providing software, products, services or content though the Purchased Services to lose (in whole or in part) the benefit of any third party relationship; (vi) be defamatory, trade libelous, unlawfully threatening, or unlawfully harassing; or (vii) be obscene, pornographic, or contain child pornography. (j) To refrain from gaining access or attempting to gain access to any information, software or data on OTOY's servers or otherwise within its control which is encrypted, protected by security procedures or devices or (except for your personal information) otherwise not generally made available to the public. (k) To refrain from using the Software or Purchased Services or any part thereof in a manner which will or might interfere with the full use and enjoyment by other users of the Software or Purchased Services. (l) To refrain from using the Software or Purchased Services or any part thereof to facilitate or promote the spread of software or materials that contain a virus, corrupted files, or similar programs that may damage or impair the operation of another's computer, software, data or the System, the Software or Purchased Services. (m) To review this Agreement from time to time to be aware of any changes to it. 2.10 You agree to defend, indemnify, and hold harmless OTOY and the companies that provide software, products, services and content that may be accessed through the Purchased Services, their licensees, successors, and assignees, affiliated merchants, content providers, technology and service providers, or web site providers, the parent, affiliated and subsidiary companies of each of them and the officers, directors, employees, and agents of each of them from and against any and all third party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to any breach or alleged breach by you of this Agreement or any use of the Software or Purchased Services by you or any party under your control. OTOY reserves the right, at our expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate with us in asserting any available defenses. You will not settle any action or claims on our behalf without our prior written consent. 3. Reservation of Rights. No rights or licenses are granted by OTOY under this Agreement, expressly, by implication, inducement, estoppel or otherwise with respect to any proprietary information or patent, copyright, trade secret, maskworks or other intellectual property right owned or controlled by OTOY, except as expressly provided in this Agreement. Any additional license rights under OTOY's intellectual property rights must be express and in writing, signed by an authorized officer of OTOY. OTOY and its suppliers will remain the sole owner(s) of all right, title and interest (including, without limitation, all intellectual property rights therein) in the Software, and modifications or derivative works thereof created by or on behalf of OTOY. You hereby acknowledges OTOY's and/or its suppliers' ownership of the copyright, trademark, patent, trade secret and any other intellectual property rights in the Software and components. 4. Third Party Software. The Software may contain the software and other property of third party suppliers. No third party software that is provided with the Software will be used independently from the Software. 5. OTOY's Trademarks and Logos. No rights or licenses are granted by this Agreement, expressly or by implication, to use any OTOY or third party trademarks or trade names, or any word or mark similar thereto, in connection with the Software. 6. Other Restrictions. 6.1 Except as expressly set forth in this Agreement, You will not use, rent, lease, loan, sell, or distribute the Software in whole or in part, nor sublicense to any third party the right to reproduce or distribute the Software. 6.2 You will not reverse engineer, disassemble, decompile, or otherwise attempt to derive or modify the Software, nor assist in any way, directly or indirectly, in any effort to do so. 6.3 You will not alter, remove or obscure any proprietary notices from the Software relating to OTOY's (or its suppliers') intellectual property rights. 6.4 You will not access the Software or be entitled to Purchased Services if You do not have an active subscription. 6.5 You will not share, transfer, resell, or assign Your subscription or your access to the Software or Purchased Services. 6.6 You will not perform, disclose or publish benchmark data or any other comparison data related to the performance of the Software or Purchased Services. Breach of this provision will immediately terminate Your access to the Software and Purchased Services, without refund and will subject You to suit by OTOY. 6.7 You will not use Software in any application or situation where Software failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage ("High Risk Use"). You agree that the Software is not fault-tolerant and is not guaranteed to be error free or to operate uninterruptedly. High Risk Use include but are not limited to: aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, or weaponry systems. 6.8 Other subscription benefits that do not include Software may be subject to additional terms. 7. Purchased Services. 7.1. Provision of Purchased Services. OTOY shall make available to You the Purchased Services pursuant to the terms of this Agreement. The Purchased Services are the use and benefit only of You (or, if You are company, the single individual to whom the subscription is assigned under section 2.1 above), and only for the Systems for which You purchase them. Any unauthorized use of the Purchased Services will be deemed to be a material breach of this Agreement. You agree that Your purchases hereunder are neither contingent on the delivery of any current or future functionality or features nor dependent on any oral or written public comments made by OTOY regarding current or future functionality or features. 7.2. Reservation of Rights in Purchased Services. Subject to any limited rights expressly granted hereunder, OTOY reserves all rights, title and interest in and to the Purchased Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein. 7.3. Restrictions. (a) You shall not (i) permit any third party to access the Purchased Services except as permitted herein, (ii) create derivative works based on the Purchased Services except as authorized herein, (iii) reverse engineer the Purchased Services, or (iv) access the Purchased Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Purchased Services. You shall not use the Purchased Services in a way that burdens or adversely affects the functionality of the System or that hampers, impedes, delays or otherwise impairs the full use and enjoyment of the Software by other users of the Software and Purchased Services. If OTOY believes that you have violated any terms of this section 7.3(a), then in addition to other remedies available to OTOY at law or in equity, OTOY may immediately terminate your account. (b) The Purchased Services will enable you to install and run certain third party software on the System using the Purchased Services. Note that third party software that may be licensed for your installation and use on local computers or local networks may not be licensed for installation and/or use on the System or using the Purchased Services. It is your responsibility to determine whether particular third party software is licensed for installation and use on the System using the Purchased Services, and, if it is not so licensed, to either not use such Software on the System or using the Purchased Services or to obtain the necessary license to allow you to do so. OTOY reserves the right to disable the use of particular third party software that is not licensed for use on the System or to immediately terminate your account without notice if OTOY determines that you are using third party software that is not properly licensed. (c) The Purchased Services will also enable you to store and access data and media products, such as video and audio files on the System. The rights licensed to you in such data and media products may not include the right to store or access such products on the System. It is your responsibility to determine whether particular third party data and media products are licensed for storage and/or access on the System using the Purchased Services, and, if they is not so licensed, to either not use such data and media products on the System or using the Purchased Services or to obtain the necessary license to allow you to do so. OTOY reserves the right to disable the use of particular third party data and media products that are not licensed for use on the System or to immediately terminate your account without notice if OTOY determines that you are using third party data or media products that are not properly licensed. 7.4. Suggestions. OTOY will have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into our products and services any suggestions, enhancement requests, recommendations or other feedback provided by You relating to the operation of the Purchased Services. 8. Third Parties and Disclaimer 8.1. Third Parties. OTOY does not and cannot control the performance of any data, product, connectivity or services controlled by third parties. At times, action or inaction by third parties may impair or disrupt the Purchased Services. OTOY makes no representations and expressly disclaims all warranties regarding the data, products, or services of any other party, including the providers of electrical or telecommunication products, connectivity or services. Additionally, the Purchased Services may contain products and data of independent third parties. OTOY makes no warranty of any kind as to the any third party products or data. 8.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, THE PURCHASED SERVICES AND THE SOFTWARE AND ALL THIRD PARTY SOFTWARE USED IN CONNECTION THEREWITH ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND (EXPRESS OR IMPLIED), INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER CONDITIONS, TERMS, UNDERTAKINGS AND REPRESENTATIONS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW OR OTHERWISE, ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US, OUR AFFILIATES, DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. WE DO NOT GUARANTEE OR WARRANT THAT THE USE OF THE PURCHASED SERVICES OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. 9. LIMITATION OF LIABILITY 9.1. Exclusion of Consequential and Related Damages. IN NO EVENT WILL OTOY OR ANY THIRD PARTY WHOSE SOFTWARE IS USED IN CONNECTION WITH THE PURCHASED SERVICES HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT OUR WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. By way of example (and without limitation) OTOY and the companies providing software, products, services or content though the Purchased Services will not be responsible for: (a) loss or damage to any data or information provided by You in connection with Your use of the Purchased Services; (b) any inability that you may have to access or use the Purchased Services at any particular time (c) any damages arising from the termination of your use of the Purchased Services or any part thereof; and (d) any damages arising from the interception, theft, or misuse of information transmitted to or through the Purchased Services. 9.2. Limitation of Liability. IN NO EVENT SHALL OTOY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU TO FOR THE PURCHASES SERVICES. 9.3. Sole Remedies; Materiality. You agree that OTOY's liability arising under this Agreement or in connection with the Software or Purchased Services shall be expressly limited to the liability and damages provided herein. You agree that the limitations referenced in this Section 9 are material terms of this Agreement. 9.4 If you believe that your work has been copied, distributed or otherwise used by OTOY in a way that constitutes copyright infringement or otherwise violates your rights, you agree to follow our procedure for giving notice of such claims. Please click here for instructions. 10. Term and Termination 10.1. Term of Agreement. This Agreement commences on the date You accept it by accessing the Software and Purchased Services and continues until your subscription has been terminated. 10.2 Termination for Convenience. You may cancel the Purchased Services at any time if You do not renew by paying the subscription fee prior to the expiration of the subscription period. OTOY may suspend or terminate Your subscription if OTOY believes that You have failed to comply with any part of this Agreement. OTOY may also terminate your subscription and any right to use the Software and Purchased Services at any time without cause by notice to you and by refunding a pro rata portion of any subscription fee that you have paid covering the subscription period that has not yet expired at the time of termination. If Your subscription ends for any reason: (i) You must stop using the Software and Purchased Services associated with the subscription, and (ii) You will no longer be entitled to receipt of Software Services. OTOY may terminate this Agreement at any time and without cause by providing You with thirty (30) days written notice. OTOY will have no liability or obligation to You for terminating this Agreement without cause. OTOY will not be responsible in any manner for any damages of any kind, including without limitation, anticipated profits or other expenses incurred by You as a result of termination of this Agreement pursuant to this Section 10.2. 10.3. Termination for Cause. OTOY may terminate this Agreement for cause in the event of Your material breach of this Agreement. 10.4. Surviving Provisions. Sections 1, 3, 4, 5, 6, 7.2, 7.3, 7.4, 8.3, 9, 10.4 will survive any termination or expiration of this Agreement. 11. Disclosure Of Information To process your transactions, You agree that the information You provide to OTOY may be disclosed to payment processors, third party providers of software, products, services and content that you may access through the Purchased Services and other parties involved in your transactions. Such information may include your name, address, contact information and billing information. OTOY may also disclose information regarding you to third party providers of software used in conjunction with the Purchased Services to the extent required by OTOY's agreements with such third parties. To provide You and other users better service and for other reasons, You agree that OTOY may use and disclose general, statistical data that may include information about You and/or Your purchases to third parties. Your name and e-mail address will not be included in this general, statistical information. In addition to the foregoing, OTOY may gather and use information about You as permitted by our Privacy Statement, which is incorporated herein by reference. 12. Notices 12.1. Manner of Giving Notice. All notices required or permitted to be given hereunder shall be in writing, shall make reference to this Agreement, and shall be delivered by hand, or dispatched by prepaid air courier or by registered or certified airmail, postage prepaid, addressed as follows: Notices to OTOY: OTOY Inc. 1010 Wilshire Boulevard, Unit 1604 Los Angeles, CA 90017 Notices to You: To the address that you furnish when you purchase the Purchased Services. Such notices shall be deemed served when received by addressee or, if delivery is not accomplished by reason of some fault of the addressee, when tendered for delivery. Either You or OTOY may give written notice of a change of address and, after notice of such change has been received, any notice or request shall thereafter be given at such changed address. 13. GOVERNING LAW AND JURISDICTION 13.1. Agreement to Governing Law and Jurisdiction. This Agreement is made under and will be construed in accordance with the laws of the State of California without giving effect to that state's choice of law rules. Each Party hereby agrees to jurisdiction and venue in the courts of the State of California or federal courts located in California for all disputes and litigation arising under or relating to this Agreement, and this Agreement shall be considered to have been signed in the United States by both Parties. The Parties agree that the terms of the United Nations Convention on Contracts for the International Sale of Goods (CISG) do not apply to this Agreement. 13.2. Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. 14. General Provisions 14.1. Export Compliance. The Purchased Services, other technology OTOY makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not access or use Purchased Services in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation. 14.2. Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of OTOY's employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify OTOY at the address listed in Section 11.1 above. 14.3. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. 14.4. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. 14.5. Assignment. You may not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of OTOY and any purported assignment by You will be void. OTOY may assign this Agreement in its entirety or any portion thereof, without Your consent. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. 14.6. Continuing Business. Nothing in this Agreement will be understood to preclude or limit OTOY from providing software, materials, or services for ourselves or other clients, irrespective of the possible similarity of such software, materials or services to those which might be delivered to You. 14.7. Limited Release Purchased Services. From time to time OTOY may invite You to try, at no charge, products or services that are not generally available to OTOY's customers ("Limited Release Purchased Services"). You may accept or decline any such trial in Your sole discretion. Any Limited Release Purchased Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a similar description. Limited Release Purchased Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. LIMITED RELEASE SERVICES ARE NOT CONSIDERED "SERVICES" HEREUNDER AND ARE PROVIDED "AS IS" WITH NO EXPRESS OR IMPLIED WARRANTY. OTOY may discontinue Limited Release Purchased Services at any time in OTOY's sole discretion and may never make them generally available. 14.8. Entire Agreement. This Agreement, including all attachments and appendices and all quotes issued by OTOY or an authorized third party, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. 14.9 CHANGES OTOY reserves the right to add to, remove, or change any of the content or functions of the Software and Purchased Services or the other software, products, services and content that may be accessed using the Purchased Services without giving specific notice to you. In addition, OTOY may change the terms of this Agreement from time to time. When such a change is made, OTOY will post a revised version of this Agreement at the same location where You have accessed it. Changes will be effective when they are posted. It is Your responsibility to review this Agreement from time to time to be aware of any such changes. Your continued use of the Purchased Services will indicate your agreement to any such changes. 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. 1.8 Services. Autodesk may provide, and Licensee may elect to receive or benefit from, certain Services from time to time. Any Services are subject to Autodesk's terms therefor, which terms are set forth in the applicable Services Terms. Licensee agrees that if it requests, accepts, or makes use of any Services, Licensee will be bound by such terms, as they may be modified from time to time in accordance with the applicable Services Terms (and such terms, as so modified from time to time, are a part of and incorporated by reference into this Agreement), and Licensee agrees to comply with such terms. Licensee acknowledges that Autodesk may require a further acceptance of such terms as a condition to providing Services. 1.9 Archival Copy. Licensee's license under Section 1.1 (License Grant) includes the right to make a single archival copy of the Licensed Materials in the Territory, provided that (a) the single-copy limitation will not apply to copies made as an incidental part of a routine backup of Licensee's entire computer system on which the Licensed Materials are Installed in accordance with this Agreement, where such backup includes the making of copies of substantially all other software on such computer system and (b) any archival copy may be Accessed or Installed (other than on a backup storage medium from which the Licensed Materials cannot be Accessed) only when and for so long as the primary copy of the Licensed Materials is inaccessible and inoperable. Copies of the Licensed Materials that are Installed and are in excess of the Permitted Number at any time while the primary copy of the Licensed Materials is also Accessible are not "archival copies" as permitted under this Section 1.9 (Archival Copy). 1.10 Nature of Licenses. Licensee acknowledges and agrees that when Licensee acquires a license of Licensed Materials, 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. 1.11 APIs. Licensee acknowledges and agrees that any API Information and Development Materials (unless otherwise specified by Autodesk in additional or different terms associated with such API Information or Development Materials) (a) are confidential and proprietary to Autodesk, (b) may not be distributed, disclosed or otherwise provided to third parties, (c) may be used only internally and only in conjunction with and for Licensee's own authorized internal use of the Licensed Materials to which the API Information or Development Materials relate, such as the development and support of applications, modules and components to operate on or with such Licensed Materials, and (d) may only be Installed on the same Computer(s) where such Licensed Materials are permitted to be Installed. Notwithstanding the foregoing or Section 3 (All Rights Reserved), if Licensee develops any such applications, modules and components in accordance with this Agreement, nothing in this Agreement will prohibit Licensee from using such applications, modules and components with (and porting such applications, modules and components to) other software and hardware (including the software and hardware of third parties), if such applications, modules and components (i) do not incorporate or embody any Development Materials or other Autodesk Materials (other than the API Information that was used in the development thereof in accordance with this Agreement) and (ii) do not disclose the API Information. For purposes of this Section 1.11 (APIs), (A) "API Information" means the standard applications programming interface ("API") information generally provided by Autodesk to licensees of the Licensed Materials that specifies the requirements for interfacing to (e.g., invoking or directing the functions of) the software included in such Licensed Materials; and (B) "Development Materials" means SDKs and other toolkits, libraries, scripts, reference or sample code, and similar developer materials included in the Licensed Materials. API Information does not include any implementation of such interface information, any Development Materials, or any other software, module or component. 2. License Limitations/Prohibitions 2.1 Limitations and Exclusions. 2.1.1 No License Granted/Unauthorized Activities. The parties acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, no license is granted (whether expressly, by implication or otherwise) under this Agreement (and this Agreement expressly excludes any right) (a) to Excluded Materials, (b) to any Autodesk Materials that Licensee did not acquire lawfully or that Licensee acquired in violation of or in a manner inconsistent with this Agreement, (c) for Installation of or Access to the Licensed Materials beyond the applicable license term (whether a fixed term or 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/. 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 d'sir que cet accord ainsi que tous les documents, y compris tous avis qui s'y rattachent, soient r'dig's 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. 10.1.1 Rendering. 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(r) 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". 12.1.5 "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. 12.1.6 "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 Sarl 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 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 at http://usa.autodesk.com/company/legal-notices-trademarks/support-terms-and-conditions or any successor or supplemental web page of Autodesk (the URL for which may be obtained on Autodesk's website or on request). 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. UDK EULA Licensing Terms End User License Agreement (EULA) This End User License Agreement ("Agreement") is a legal agreement between either you as an individual or the entity you represent ("You" or "Your"), and Epic Games, Inc., a Maryland Corporation located at 620 Crossroads Boulevard, Cary, North Carolina, 27518, U.S.A. ("Epic"). The purpose of this license is to allow You to use the Unreal Engine 3 UDK and any updates thereto provided by Epic (the "UDK") on the terms set forth below. If You do not agree to the terms of this Agreement, You may not use the UDK. 1. Third Party Software. THE UDK CONTAINS THIRD PARTY SOFTWARE. CERTAIN ADDITIONAL TERMS AND CONDITIONS WITH RESPECT TO SUCH SOFTWARE ARE LOCATED AT THE END OF THIS AGREEMENT. THESE ADDITIONAL THIRD PARTY TERMS AND CONDITIONS ARE MADE A PART OF AND INCORPORATED BY REFERENCE INTO THIS AGREEMENT. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS AND CONDITIONS APPLICABLE TO THE THIRD PARTY SOFTWARE AND THIS AGREEMENT, THE TERMS AND CONDITIONS APPLICABLE TO THE THIRD PARTY SOFTWARE SHALL GOVERN. BY ACCEPTING THIS AGREEMENT, YOU ARE ACCEPTING THE ADDITIONAL TERMS AND CONDITIONS, IF ANY, SET FORTH THEREIN. THE THIRD PARTY SOFTWARE IS ONLY LICENSED FOR USE IN CONJUNCTION WITH THE UDK - ANY OTHER USE IS PROHIBITED. 2. License Grant. Provided that You comply with all terms and conditions of this Agreement, including the License Restrictions in Section 3 below, Epic grants You, for the entire duration of the legal protection of the intellectual property rights of the UDK pursuant to applicable law (subject to Section 7), a limited, personal, non-exclusive, worldwide, non-sublicensable, and non-transferable license to (a) install and use the UDK for the purpose of developing an unlimited number of applications; (b) develop derivative works of the UDK; (c) use derivative works of the UDK developed by You for the purpose of developing an unlimited number of applications; and (d) distribute the applications You develop using the UDK and derivative works of the UDK only in object code form, only as an inseparable part of the applications, and only to end users pursuant to an end user license agreement with terms consistent with and no less protective of Epic's rights than those contained in this Agreement. This license is being provided to You free of charge. 3. License Restrictions. Epic and its suppliers reserve all rights not expressly granted to You in this Agreement. Unless applicable law gives You more rights despite this limitation, You may use the UDK only as expressly permitted in this Agreement. Thus, You may use the UDK as set forth in Section 2, but You may not: use or exploit the following in any way that results in direct or indirect compensation or commercial gain in any form, personal or otherwise, to You or any other party: (a) the UDK (or any portions thereof); (b) derivative works of the UDK (or any portions thereof); or (c) applications which contain any UDK code and/or content; or (d) applications which contain any derivative works of any UDK code and/or content. Notwithstanding the forgoing, entrance of Your UDK Application and acceptance of prize money (in an amount not to exceed $100,000) in a contest (e.g. Make Something Unreal or Independent Games Festival) is permitted; use the UDK to develop applications that compete with or could compete with the UDK or any other middleware or game development software produced by Epic; reverse engineer or decompile the UDK except and only to the extent that applicable law expressly permits, despite this limitation; release any UDK code or content under a license that is not from Epic Games, Inc.; use, reproduce, copy, redistribute, encumber, sell, rent, lease, assign, sublicense, transfer rights in, or display the UDK for any purpose other than as expressly stated in Section 2; transfer this Agreement to any third party; use the UDK to develop cheats, hacks, or similar applications; remove or modify any product identification or trademark, copyright, or proprietary notices, legends, symbols, labels, or this Agreement from the UDK, , except that You have the right to change the splash screen, including the right to remove the UDK logo and product identification from the splash screen, but you do not have the right to remove or alter the Powered by Unreal Technology and Bink Video logo videos following the splash screen; use any Epic trademarks, logos, trade names, or service marks in any manner (other than keeping trademark notices on the UDK as described in the above bullet point); infringe or violate any intellectual property or proprietary rights, or rights or privacy or publicity, of Epic or any third party; use the UDK to develop applications that, whether through images, audio, video, or text, are unlawful (such as child pornography); objectionable or offensive under the laws of the country in which you reside, install or use the UDK; use the UDK in any way that violates your application's target platform's (i.e. Apple, Microsoft, Google, Sony, etc.) guidelines or license agreement(s); modify this Agreement, or adopt or use this Agreement (or a modified version of it) as Your own; or substitute Your own version of this Agreement in any form or version of the UDK. 4. UDK Add-ons. There is no official clearinghouse for UDK add-ons. Add-on software applications are not endorsed by Epic and You use them at your own risk. Epic does not provide instructions for installing add-ons. You may integrate Your add-on software with the UDK and state that your add-on software works with the "UDK(r)" or "Unreal(r) Development Kit" only under the following conditions: The add-on software application is your own work. You do not violate these UDK License terms. The add-on does not use the UDK logo in any way, shape or form. You must make the required "no endorsement or support" statement visible to your users and on Your website that promotes the add-on: "This product was not developed by, cannot be supported by and is not endorsed by Epic Games, Inc. For more information on Epic Games(r) Unreal Development Kit (UDK) please visit www.udk.com." You may attribute the add-on in the manner You as the author desire without using "Unreal Development Kit" or "UDK" in the add-on's name. Also, You must not suggest that Epic Games, Inc. endorses you, your add-on or your use of the UDK. You may not combine the add-on with the UDK to make a single shipping product. You may only make Your add-on available separate from the UDK. 5. Ownership. As between the parties, Epic or its suppliers (as described in Section 1) own the title, copyright, and other intellectual property rights in the UDK, including all derivative works of the UDK. You own the title, copyright, and other intellectual property rights in the applications You develop using the UDK and any derivative works thereof, but ownership of the UDK and derivative works of the UDK, and any portion(s) of the UDK and derivative works of the UDK remains with Epic. You agree that Epic may seek and shall be entitled to injunctive, equitable, or other similar relief to protect, maintain, defend, enforce, and preserve such rights, in addition to any other available remedies. If the law of Your jurisdiction provides that You shall be the owner of derivative works of the UDK, You are not allowed to make any use of such derivative work without the prior written explicit approval of Epic, except for permitted uses set forth otherwise in this Agreement. 6. UDK Network. To the extent made available by Epic, You may choose to participate in Epic's UDK Network. You hereby grant to Epic a non-exclusive, fully-paid, royalty-free, worldwide, perpetual, irrevocable, sublicensable, non-terminable, transferable, assignable license for all known types of use to reproduce, distribute, publicly perform, publicly display, make, sell, import, modify and make derivative works based on, and otherwise use and exploit: (a) any and all information, code and other tangible or intangible materials You post to Epic's UDK Network or otherwise provide to Epic; and (b) any modifications or additions to the UDK that You provide to Epic via the UDK Network or otherwise provide to Epic, including, without limitation, those which are intended to correct errors or other unwanted and unintended conditions that cause the UDK to fail, malfunction or operate in a manner other than as anticipated. Notwithstanding the foregoing, where applicable, Your statutory rights as an author under the law of Your jurisdiction remain unaffected. To the extent perpetual and/or non-terminable licenses are not permitted in Your jurisdiction, the license granted from You to Epic and described in this Section 5 above shall be for the entire duration of the legal protection of the intellectual property rights being granted to Epic pursuant to applicable law. 7. Export. The UDK is subject to U.S. domestic and international export laws and regulations. You must comply with all applicable export laws and regulations that apply to the UDK. The laws include restrictions on destinations, end users and end use. 8. Termination. Without prejudice to any other rights, (a) this Agreement will terminate immediately without notice from the other party if either party fails to comply with any of the terms or conditions of this Agreement, and (b) Epic may terminate this Agreement at any time, upon notice to You. Upon termination of this Agreement, You must cease all use and destroy all copies of the UDK and all of its component parts, and any documentation related thereto. If You breach this Agreement, and Epic decides to take legal action against You, You shall pay for the reasonable costs of Epic's attorneys. 9. Other Intellectual Property Matters. (a) In return for the consideration provided hereunder by Epic, You agree not to assert against Epic any claim, action or proceeding for infringement of any patents, patent rights or other intellectual property rights You may own or control related to any version of the UDK or use thereof. (b) You agree to indemnify and hold harmless Epic against all costs and expenses (including reasonable attorneys fees and expenses) and all other liability resulting from or related to any claim of patent or copyright infringement, misappropriation, or misuse of trade secrets or other proprietary rights based upon Your use of the UDK, or any portion thereof, in whatever form, or any exercise by You of any rights granted under this Agreement. 10. Entire Agreement; Survival. This Agreement and the terms for supplements and updates that You use, are the entire agreement between You and Epic relating to the UDK and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the UDK or any other subject matter covered by this Agreement. Sections 3, 4, 6, and 9 through 19 (inclusive) survive any termination or expiration of this Agreement. 11. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. 12. Governing Law and Jurisdiction. The laws of North Carolina shall govern the interpretation of this contract and shall apply to claims for breach of it, regardless of conflict of laws principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of Your state of residence in the United States, or if You live outside the United States, the laws of the jurisdiction in which You reside. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Wake County, North Carolina, USA for all disputes arising out of or relating to this contract. You further agree that Epic shall be allowed to apply for injunctive remedies (or any equivalent legal relief) in any jurisdiction. For the avoidance of doubt, this Agreement shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods, which shall not apply to this Agreement. 13. Disclaimer of Warranty. The UDK is licensed "as is." You bear the risk of using it. Neither Epic nor its suppliers give any express or statutory representations, warranties, guarantees or conditions. Epic and its suppliers also exclude all implied warranties, including any warranty of merchantability, title, durability, fitness for a particular purpose and non-infringement. Nothing in this Agreement shall affect those statutory rights which You are always entitled to as a consumer and that You cannot contractually agree to alter or waive. The limitations and exclusions of liability do not apply if and to the extent (a) You sustain damages which were caused by gross negligence or willful misconduct of Epic, or (b) Epic violates Your life, body, or well-being. 14. Exclusion of Incidental, Consequential, and Certain Other Damages. You can recover from Epic direct damages up to U.S. $25.00 only. You cannot recover any other damages from Epic or its suppliers, including damages for lost profits or data, or consequential, special, direct, indirect or incidental damages. This limitation includes, but is not limited to: (a) anything related to the UDK or services (if any); and (b) claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort. It also applies even if Epic knew or should have known about the possibility of the damages. The foregoing limitations on liability are intended to apply to the warranties and disclaimers above and all other aspects of this Agreement. The limitations and exclusions of liability do not apply if and to the extent (a) You sustain damages which were caused by gross negligence or willful misconduct of Epic, or (b) Epic violates Your life, body, or well-being. 15. U.S. Government End Users. The UDK and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. Section 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. 16. No Waiver. Any act by Epic to exercise, or failure or delay in exercise of, any of its rights under this Agreement, at law, or in equity shall not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity. 17. No Support. Neither Epic nor its suppliers has any obligation to provide support services for the UDK or any portion thereof. 18. No Assignment. You shall not, without the prior written consent of Epic, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Epic may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. 19. Legal Effect. This Agreement describes certain legal rights. You may have other rights under the laws of Your jurisdiction. This Agreement does not change Your rights under the laws of Your jurisdiction if the laws of Your jurisdiction do not permit it to do so. Limitations and exclusions of warranties and remedies in this Agreement may not apply to You because Your jurisdiction may not allow them in Your particular circumstance. In the event that certain provisions of this Agreement are not enforceable in Your jurisdiction, such provisions shall be enforceable to the further extent possible under applicable law.