This comprehensive agreement outlines the terms and conditions governing the use of Autodesk’s software and related services. It is crucial for users to carefully read and understand these terms before installing, downloading, accessing, or using any Autodesk materials. This document details the licensing, usage limitations, intellectual property rights, privacy policies, warranty disclaimers, and termination clauses associated with Autodesk products.
Understanding Your License and Usage Rights
Autodesk grants users a nonexclusive, limited license to install and access Licensed Materials, provided they comply with the terms of the agreement and pay applicable fees. The license is typically restricted to a specific territory, license type, and permitted number of installations or users. Various license types are available, including Stand-alone, Multi-seat Stand-alone, and Network Licenses, each with specific terms for installation and access. Educational and Personal Learning Licenses are also available with distinct terms and potential functional limitations.
It’s important to note that upgrades to existing software will render previous versions obsolete after a specified period, requiring users to uninstall older versions. Autodesk also clarifies the nature of licenses, stating that acquiring a license does not imply future feature delivery and is not contingent on any public comments about future functionalities.
Key Restrictions and Prohibitions
The agreement strictly prohibits several activities to protect Autodesk’s intellectual property and ensure proper software usage. These include:
- Using materials beyond the license term, license type, or permitted number.
- Installing software on computers not owned or controlled by the licensee.
- Distributing, renting, leasing, selling, or sublicensing Autodesk Materials to third parties without explicit written authorization.
- Providing access to software features or functionalities to any third party, including through network hosting or cloud services.
- Reverse engineering, decompiling, disassembling, or creating derivative works of the software.
- Circumventing any technical protection measures, including license managers.
- Using the software for unauthorized activities or in violation of the agreement.
The Licensed Materials are provided as a single product, and components may not be separated for installation or access unless explicitly authorized. Unauthorized use or installation outside the scope of the license grants constitutes an infringement of intellectual property rights and a breach of the agreement.
Intellectual Property and Data Usage
Autodesk and its licensors retain all rights, title, and ownership of the Autodesk Materials. Users are granted only limited licenses and have no other implied rights. The agreement emphasizes that Autodesk Materials are licensed, not sold. Confidential information, including API details and development materials, must not be disclosed to third parties and is for internal use only.
Users acknowledge that Autodesk and its resellers may collect, use, store, and disclose information related to the licensee and their business. This includes personal information provided during ordering, registration, activation, and usage monitoring. Autodesk’s use of this data is governed by its Privacy Statement, and users consent to such data maintenance, use, storage, and disclosure, including potential cross-border transfers. Certain Licensed Materials may also require internet connectivity to access hosted content and services, which may involve automatic connection to Autodesk or third-party websites for validation and functionality.
Warranty, Disclaimers, and Liability
Autodesk provides a limited warranty for the Licensed Materials, ensuring they will perform as described in the user documentation for a specified period. Remedies for breach of this warranty include error correction or a refund of license fees upon return of the materials. However, the agreement includes extensive disclaimers, stating that Autodesk and its suppliers make no other warranties, express or implied, including those of merchantability or fitness for a particular purpose. Autodesk does not warrant that the operation of the materials will be uninterrupted or error-free..
Liability for damages is significantly limited. In no event will Autodesk or its suppliers be liable for indirect, consequential, or punitive damages, including lost profits or data. The total liability of Autodesk and its suppliers for any claims arising from the materials, programs, or services will not exceed the amount paid by the licensee for those specific items. These limitations are a fundamental basis of the agreement and are applied to the maximum extent permitted by law.
Term, Termination, and General Provisions
The agreement remains in effect for the duration of the granted licenses. Either party may terminate the agreement for breach, with Autodesk having the right to immediate termination for certain breaches by the licensee. Upon termination or expiration, licensees must cease all use of Autodesk Materials and Uninstall all copies. Several sections, including those on limitations of liability, disclaimers, and general provisions, survive termination.
The agreement is governed by specific laws based on the region where the Autodesk Materials were acquired. Governing law excludes the UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act. Dispute resolution typically occurs in specified courts within those jurisdictions. The agreement also addresses assignment, audits, language, force majeure, and U.S. Government rights, alongside strict compliance with export control laws.
Special provisions apply to specific software like Autodesk Maya, Softimage, 3ds Max, and 3ds Max Design, detailing terms for rendering, redistribution of components, and specific license types. The Quantity Take Off Software and its use of Crystal Reports Runtime Software are also subject to additional terms. Autodesk’s download technology may utilize Akamai NetSession Interface, requiring acceptance of the Akamai License Agreement.