Legal Notices & Trademarks

Amended and Restated Autodesk Subscription Plan and Autodesk Subscription Plan with Advanced Support Terms and Conditions For Autodesk Desktop Subscriptions

This document amends and restates the Autodesk Subscription Plan and Autodesk Subscription Plan with Advanced Support Terms and Conditions Rev. 05.07.2012 (the “Subscription Agreement”) with respect to all Desktop Subscriptions (as defined below).  Your purchase of and use or access to any Desktop Subscription or related licenses is subject to these Amended and Restated Terms and Conditions (the “Desktop Subscription Amendment”) and the unamended Subscription Agreement does not apply to You.  If You do not purchase, use or access a Desktop Subscription, this Desktop Subscription Amendment (and any changes to the Subscription Agreement) do not apply to You.   The unamended Subscription Agreement contunues to apply to all subscriptions other than a Desktop Subscription.  As used in this Desktop Subscription Amendment, references to “Subscription” have been replaced with references to “Desktop Subscription” to enable ease of reading.

1. DEFINITIONS

The following Definitions shall apply to the terms and conditions of Your Desktop Subscription:

“Access”: 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; and with respect to Desktop Subscription benefits other than computer programs and other materials, to use or otherwise receive advantage from such benefit.

“After Hours”: periods during Weekends and Holidays. 

“Ancillary Product”: any product or software (other than Covered Software or an Upgrade) which Autodesk may furnish to You from time to time as part of a  Desktop Subscription and which (where applicable) is further described at the Autodesk Account Center, as updated by Autodesk from time to time.  Autodesk reserves the right at its discretion to add Ancillary Products to or remove Ancillary Products from a Desktop Subscription from time to time, without prior notification to You.  Ancillary Products may include, but are not limited to, tools and other discreet products that require a separate Installation and function independently of the Covered Software.  Some Ancillary Products may not be available as part of a Desktop Subscription for certain Covered Software or in all languages, countries or regions.

“Ancillary Services”: any services, including services or functionality that is hosted or made available on servers owned or operated by or for Autodesk or its designee, or by separate entities not related to Autodesk, and made available from time to time during the Term via the internet or other access (other than Covered Software, an Upgrade or Ancillary Product or Support), which may be provided to You from time to time as part of a Desktop Subscription, and which (where applicable) are further described at the Autodesk Account Center, as updated by Autodesk from time to time. Autodesk reserves the right at its discretion to add Ancillary Services to or remove Ancillary Services from a Desktop Subscription from time to time, without prior notification to You. Some Ancillary Services may not be available as part of a Desktop Subscription for certain Covered Software or in all languages, countries or regions.  Without limiting the generality of the foregoing, Ancillary Services shall include, but not be limited to, Web Services.

“Around the Clock”: 24 hours per day, 7 days per week (Monday through Sunday), including all After Hours periods, on a worldwide basis.

“Autodesk”: Autodesk, Inc., a Delaware corporation, except that if, You acquire Your Desktop Subscription in (a) a country in Europe, Africa or the Middle East, “Autodesk” means Autodesk Development Sàrl or (b) a country in Asia, Oceania or the Asia-Pacific region, “Autodesk” means Autodesk Asia Pte Ltd.

“Autodesk Account Center” or “Autodesk Subscription Center”: the website located at  http://www.manage.autodesk.com or http://www.autodesk.com/subscriptionlogin or other designated Autodesk location where you reference your account information or any successor or other websites or locations as may be designated by Autodesk for Desktop Subscriptions.

"Autodesk Software License": The standard software license agreement or license and services agreement, as applicable, between You and Autodesk, Inc., Autodesk Development Sàrl or Autodesk Asia Pte Ltd. (as applicable) included with or otherwise governing each copy of Covered Software granting You a license to Install and Access that Autodesk-provided software.

“Computer”: 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 a software implementation of such a device (or so-called virtual machine).

“Contract Manager”: an individual designated by You who will have the authority to designate Your Software Coordinators and Named Users, on the Autodesk Account Center, will receive Desktop Subscription renewal notices, and other operational communications, and where the Contract Manager has not designated a Software Coordinator, will receive product enhancement and Upgrade availability notices. 

“Covered Software”: a computer program, or a module or component of a computer program, or functions and features of a computer program distributed or made available to You by Autodesk, which you have licensed from Autodesk pursuant to the terms and conditions of the applicable Autodesk Software License as part of a Desktop Subscription as listed on Your order confirmations or license identification, as applicable.  Any supplemental software code (which may include modular additions or extensions to Covered Software, Hotfixes, executables, libraries, plug-ins, enhancements or other software functionality which supplements or enhances that Covered Software) and which do not require separate Installation and cannot function independently of the Covered Software provided to You or Your Users as part of the Desktop Subscription and/or Support is deemed to be part of the Covered Software for which such code was provided unless otherwise specified by Autodesk.

“Customer Information Form”: the form completed by You and submitted to a Reseller or to Autodesk in connection with Your order for a Desktop Subscription, and providing the information necessary to purchase Desktop Subscription.

“Effective Date”: the date described in Section 5.1.

“Excluded Country” means any country on the list of Excluded Countries on the “Subscription Agreement,”  ”Desktop Subscription Agreement” or “Desktop Subscription Amendment” pages at www.autodesk.com or any successor or other websites or locations as may be designated by Autodesk.

“Extended Support Hours”: 24 hours per day, 5 days per week during the applicable Workweek, excluding Holidays.

“Holidays”: periods other than Weekends that fall on Autodesk holidays and other scheduled Autodesk down-time periods in the applicable region.

“Home Country” means the country or jurisdiction which (i) if you are an individual, is your principal place of residence or, (ii) if you are a company or other entity, is the country of incorporation for your entity. If your Home Country is a member country of the European Union or the European Free Trade Association, then for the purposes of this Desktop Subscription Amendment all/any of the countries of the European Union and the European Free Trade Association shall be considered your Home Country.

“Hotfix”: a software fix or patch which, when installed, wholly or partially restores Covered Software to conformance with the applicable User Documentation or otherwise reduce or alleviate the adverse effect of the Incident on the Covered Software.

“Incident”: a problem or issue with the operation of Covered Software, which may include an interruption in the operation or a reduction in the performance of that Covered Software, or difficulty installing, activating or registering Covered Software or accessing Desktop Subscription benefits.

“Install”: with respect to a computer program or other materials, to copy the program or other materials onto a hard disk or other storage medium.

“Local Business Hours”: 9:00am to 5:00pm, 5 days per week (typically Monday morning through Friday evening), excluding, After Hours periods, for the registered location of the party submitting the applicable Support Request.

“Mitigation”: a Workaround or other information or assistance that does not constitute a Resolution, but does partially alleviate the adverse effects of an Incident on the operation of, Installation of, or Access to Covered Software, or Access to Desktop Subscription benefits.  An Incident for which a Mitigation is provided is referred to as “Mitigated.”

“Named Caller”: is a Named User.

“Named User” is You or individual(s) authorized by You by the actions of Your Contract Manager to use the Covered Software (and the other Entitlements (as that term is defined in the Terms of Service applicable to related Web Services) which are installed on a single Computer or multiple Computers, regardless of whether the individual is actively using the materials at any given time.  Each Named User must be identified by a unique user id, must be individuals, not groups or generic logins, and may not be shared between more than one individual.

“Previous Version”: as to any then-current release of Covered Software, a prior release of the Covered Software as to which such then-current release is a successor or substitute (as determined by Autodesk). Previous Versions for Desktop Subscriptions are limited to those prior releases of Covered Software that were made available as part of  Desktop Subscription.

“Desktop Subscription” means the program or programs offered generally by Autodesk referred to as a Desktop Subscription or term licensing program under which Autodesk may provide (among other things) a limited term license to the Covered Software and updates and upgrades to, new versions of, and certain other support and services relating to the Covered Software provided for a limited term.  Most particularly “Desktop Subscription” refers to Your entitlement to receive Covered Software Upgrades, Ancillary Products, Ancillary Services (including Web Services), and Support, if any, made available by Autodesk pursuant to this Agreement during the Term.  Desktop Subscriptions may be offered at different benefit levels such as “Desktop Subscription”, “Desktop Subscription with Advanced Support” or “Desktop Subscription with Enterprise Priority Support”.  The benefits for the Desktop Subscription will be as specified in the attached Exhibit A, in the Entitlements for any included Web Service or as otherwise set forth in any specifically designated Desktop Subscription program guide.  Desktop Subscription benefits may vay based on the related Covered Software.

“Reseller”: a distributor or reseller authorized directly or indirectly by Autodesk to distribute authentic Covered Software as part of a Desktop Subscription to You.

“Resolution”: a final disposition of a reported Incident, which may include, but is not limited to, delivery of a Hotfix, Workaround, or other solution, or if none of the foregoing can be achieved despite commercially reasonable efforts, Resolution shall include a determination that no solution will be delivered for the Incident.  An Incident for which a Resolution is provided is referred to as “Resolved.” 

“Response”: Autodesk’s initial response to an Incident reported by You.  A Response may be an acknowledgement of receipt of a Support Request or may include substantive information regarding the nature or root cause of the Incident.

“Severity Level”: the designation assigned to Incidents escalated to Autodesk pursuant to this  Agreement.  Severity Levels shall be assigned in accordance with the descriptions set forth in the following table:

Incident Severity LevelDescription
Severity 1 - Critical

An Incident that involves total failure of the Covered Software to operate, or inability to Install or Access the Covered Software , or inability to Access one or more Desktop Subscription benefits, resulting in unrecoverable key design data loss or complete interruption of a mission critical design project, for which no Workaround exists.
Severity 2 - UrgentAn Incident that involves severe impairment of major Covered Software functionality or inability to Install or Access the Covered Software, or inability to Access one or more Desktop Subscription benefits that will result in long-term impairment of productivity.  A Workaround may be available.  Note that an Incident which would otherwise qualify as a Severity 1 Incident for which a Workaround exists would be a Severity 2 Incident.
Severity 3 - StandardAn Incident that has a limited or minor adverse effect on Covered Software operation or involves inability to Install or Access the Covered Software, or inability to Access one or more Desktop Subscription benefits in a manner that does not substantially reduce productivity.  A Workaround may be available. Severity 3 Incidents also include general usage questions regarding Covered Software and requests for clarification of the meaning of User Documentation.

Your Named User will initially set the Severity Level in accordance with the above definitions, when submitting a Support Request.  If in Autodesk’s reasonable opinion, the Severity Level is set improperly, Autodesk may reset the Severity Level to the appropriate level based on the above criteria.

“Software Coordinator”: an individual designated on Autodesk Desktop Subscription Center by Your Contract Manager for a particular group of Covered Software assets.  The Software Coordinator will receive product enhancement and Upgrade availability notices and will be responsible for receiving physical shipment of Upgrades, Covered Software and Ancillary Products, if any, for the applicable group.

“Status Report”: a communication from Autodesk that provides information regarding the current status of Resolution efforts for a reported Incident.  A Status Report may also include Autodesk requests for additional information regarding an Incident.

“Subscription”: All references to “Subscription” in this Agreement will be deemed to be references to (and mean) a Desktop Subscription.

“Rental Plan Fee”: the fee paid by You for a Desktop Subscription.

“Support”: any of the varieties of technical support services more particularly described in Section 2.2 corresponding to the level of Desktop Subscription You have purchased.  Support does not include training on the use of Covered Software.   

“Support Request”: Your request for assistance with an Incident, as entered into Autodesk’s Product Support system.  Support Requests may also be referred to in Autodesk’s systems and/or by Autodesk technical support personnel as “Cases”.

“Term”: the time periods (initial and renewal) defined in Sections 3.2 and 5.1.

“Territory”: (a) the country specified in accordance with the applicable Autodesk Software License, or (b) if there is no country specified in accordance with the applicable Autodesk Software License, the country in which You acquire a license to the Covered Software.  If the Autodesk Software License specifies, or if You acquire, the Covered Software 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.

“Uninstall”: to remove or disable a copy of Covered Software from a hard drive or other storage medium through any means or otherwise to destroy or make unusable a copy of the Covered Software.

"Upgrade": a full commercial version of Covered Software (a) which is a successor to or substitute for a prior release of such Covered Software (and may incorporate Hotfixes, error corrections, patches, service packs and updates and upgrades to, and may enhance or add to the features or functionality of, the prior release), (b) which is provided to a licensee who has previously licensed the applicable prior release from Autodesk and (c) for which Autodesk generally charges a separate fee or generally makes available only to customers under a Desktop Subscription.  An Upgrade does not include software that Autodesk treats as a separate product.  Whether software is an Upgrade is determined by Autodesk and may be specified as provided in the applicable Autodesk Software License.

“User”: for purposes of this Desktop Subscription Amendment, any of the following: (i) the Contract Manager or Software Coordinator designated by You as Your primary authorized representative for a Desktop Subscription and who is responsible for, among other things, managing Your Desktop Subscription, managing access to Your Desktop Subscription account, submitting Support Requests; or (ii) any individuals added to Your Desktop Subscription account by Your Contract Manager or Software Coordinator or by Autodesk through its registration processes as a Named User Autodesk has the right to restrict the number of Users who submit Support Requests, have access to Ancillary Services and who otherwise have access to the Autodesk Desktop Subscription Center and fees or other conditions may apply if You want to add Users beyond Autodesk guidelines.  You agree and acknowledge that all Users shall be bound by the terms and conditions of this Agreement. Autodesk reserves the right, but shall have no obligation, to verify that Users have been authorized by You and to restrict access to Desktop Subscription entitlements if, in Autodesk’s reasonable judgment, a User cannot be so verified.

“User Documentation”: the explanatory or instructional materials for Covered Software related (including materials regarding use of the Covered Software or related materials), whether in printed or electronic form, that Autodesk or a Reseller incorporates in the Covered Software or related materials (or the packaging for the Covered Software or related materials) or otherwise provides to its customers when or after such customers license, acquire or install the Covered Software or related materials.

“Web Service”: one type of Ancillary Service consisting of a web- or cloud-based service requiring a connection to the Internet and that Autodesk makes available through Covered Software or any website owned or operated by or for the benefit of Autodesk.

“Weekends”: periods during the week when businesses are customarily closed in the time zone for the applicable regional Workweek (typically Friday evening to Monday morning in the applicable time zone).

“Workaround”: a technique or information that alleviates the adverse effects of an Incident on the operation of the Covered Software but may not entirely restore the product to substantial conformance with its User Documentation, or otherwise reduce or alleviate the adverse effect of the Incident on the Covered Software.

“Workweek”: the days of operation shown in Exhibit C to this Agreement for the Autodesk regional support center assigned to the registered location of the party submitting a Support Request.

“You”: the company or other legal entity on behalf of which a Desktop Subscription is acquired, if a Desktop Subscription is acquired on behalf of such an entity (e.g., by an employee, independent contractor, or other authorized representative), or if there is no such entity, the individual who acquires a Desktop Subscription for the individual’s own account.  For clarification, “You” 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.

2. DESKTOP SUBSCRIPTION BENEFITS

2.1  Desktop Subscription in General; Named Users

During the Term, Autodesk will provide You with the benefits specified for the level of Desktop Subscription you have purchased.  Your use of Covered Software provided as part of Desktop Subscription, including additional Covered Software, Upgrades and Ancillary Products, shall be governed by the terms of the Autodesk Software License included with them, or in the absence of an Autodesk Software License, by the Autodesk Software License included with the Covered Software to which such additional Covered Software, Upgrade or Ancillary Product relates, or in the case of Ancillary Products or Ancillary Services delivered via the internet, by the Terms of Service or similar terms and conditions provided for such Web Services or Ancillary Services. You may not distribute, rent, loan, sell, sublicense or otherwise transfer or market any benefit of a Desktop Subscription, including, but not limited to, Covered Software, Upgrade, Support, Ancillary Product or Ancillary Services to any other person or entity without Autodesk’s prior written consent. 

Notwithstanding anything else in this Agreement or in the applicable Autodesk Software License, all licenses made available to You in connection with a Desktop Subscription will be “Fixed Term/Limited Duration/Rental License” License Type for use only by Named Users.  Named User license and other entitlement privileges may be reassigned from one individual to another no more than one (1) time during each seven (7) day period except (a) if the employment, or independent contractor relationship of a particular licensed individual  Named User terminates; or (b) in all other cases, upon written permission of Autodesk, in which case more frequent reassignment is permitted.  All Named User reassignment must be pursuant to Autodesk’s policy and process for reassignment.

2.2  Support

2.2.1 Support will be provided to You as set forth below:

   (a)  Basic Support:  for purchasers of Desktop Subscriptions, as provided in Exhibit A to this Agreement.

   (b)  Advanced Support:  for purchasers of Desktop Subscription with Advanced Support, as provided in Exhibit B to this  Agreement. 

   (c)  Language of Support.  Support is provided in English, though Autodesk will attempt to honor requests for Support in local language where available.

2.2.2 Autodesk Support shall only be provided for:

   (a) the most current release of the Covered Software;

   (b) any Covered Software provided during the Term related to the then most current release; and

   (c) other releases of the Covered Software listed on the Previous Version eligible product list maintained for Desktop Subscriptions (the “Previous Version Eligible Product List”) while such other releases are so listed, except that Support may not be available in all languages, countries or regions.

If You are located in Brazil, for purposes of Brazilian Software Law, the Technical Validity Term of the Covered Software shall be the term between the date of release of the then-current version of such Covered Software and six (6) months after the date Autodesk makes the next release of that Covered Software commercially available or ninety (90) days after the delivery of the Covered Software to You, as described in the invoice, in the event no subsequent release is made commercially available.

2.2.3 Autodesk is not obliged to provide Support requested as a result of:

   (a) operation of the Computer on which Covered Software is Installed in environmental conditions outside those prescribed by the Computer manufacturer;

   (b) operation of the Covered Software with a version of the operating system software other than that specified by Autodesk;

   (c) failure to maintain the Computer on which Covered Software is Installed or Accessed in accordance with standards prescribed by the Computer manufacturer;

   (d) failure to ensure that Your personnel and staff are fully trained in the use and operation of Covered Software;

   (e) Covered Software serviced, maintained or modified by anyone other than Autodesk;

   (f) Your Computer hardware failing to meet the minimum specification prescribed by Autodesk for use with the Covered Software;

   (g) operation of the Covered Software in combination with third party software, firmware, and/or hardware, other than third party operating system software specified by Autodesk; or

   (h) operation of the Covered Software other than in accordance with the applicable Autodesk Software License.

2.2.4 You must:

   (a) that Your User submits Support Requests in accordance with this Agreement;

   (b) at all times maintain a Desktop Subscription for the Covered Software for which You are requesting support;

   (c) ensure that You or Your Users provide Autodesk with such information, specifications, or other information as may reasonably be required by Autodesk to provide Support;

   (d) utilize the instructions and troubleshooting procedures provided by Autodesk, where applicable, prior to initiating a Support Request;

   (e) follow the problem determination, problem analysis, and service request procedures that Autodesk provides;

   (f) promptly Install all Hotfixes, product patches, corrections, maintenance releases or service packs supplied by Autodesk;

   (g) if judged necessary by Autodesk, allow reasonable access to Your Covered Software by Autodesk;

   (h) agree to back up all data on or prior to the provision of Support and to provide adequate security for the Computer on which the affected Covered Software is Installed;

   (i) use best efforts to allow Autodesk access to the Computer on which the affected Covered Software is Installed via the Internet when requested by Autodesk as part of any remote diagnostic service that may be offered; and

   (j) provide Covered Software users with the latest available User Documentation available from Autodesk for the applicable Covered Software.

2.2.5 Support for Covered Software and associated Upgrades, if any, shall be provided to You by Autodesk only via Your Named Users.  Delivery of Support by Autodesk shall be governed exclusively by this Agreement. You may not transfer or market, or provide support to third parties using Support without the prior written consent of Autodesk.

2.2.6 You acknowledge and agree that Support is provided solely for Your internal use to support Your Installation of and Access to the Covered Software. Any information by or for Autodesk or its Resellers which is individually addressed, requires a password to access, or is otherwise restricted or made available in confidence will be deemed “Confidential Information” under the terms of this Agreement and subject to the provisions of Section 6 (Confidentiality). You further acknowledge and agree that the Covered Software forms part of Your specific hardware and software environment to deliver specific functionality, and the Support may not facilitate Your achievement of the results You desire within Your design constraints.

2.2.7  Reseller’s Role.

2.2.7.1  Your Reseller may offer support-related services for Autodesk software products that are separate from and in addition to Support for Covered Software by Autodesk under this  Agreement.  If You obtain such support services from Your Reseller You acknowledge and agree that (a) such support will be delivered solely by the Reseller, (b) the Reseller is solely responsible for the results and consequences of such support, (c) Autodesk is under no obligation to assist Your Reseller to provide such support, and (d) Autodesk has no liability of any kind with respect to any claims arising in connection with such support. 

2.2.7.2  Notwithstanding anything to the contrary in Section 2.2.2 or 2.2.6, You may authorize Your Reseller to assist You in connection with requesting and receiving the Support provided by Autodesk under this  Agreement.  If Your Reseller acts on Your behalf in connection with requesting or receiving Support from Autodesk, You hereby consent to Autodesk permitting Your Reseller to access and monitor Your Support Requests and all other Support-related information on Autodesk Account Center, and allowing Your Reseller to submit Support Requests to Autodesk and receive Support from Autodesk on Your behalf.  In such cases, the Reseller is operating as Your agent for purposes of submitting Support Requests and receiving Support, and is not acting on Autodesk’s behalf in any manner.

2.3  Ancillary Products and Ancillary Services

Autodesk may provide Ancillary Products and Ancillary Services to You subject to and in accordance with the terms of this Agreement and/or any other supplemental terms and conditions that are in addition to or different from the terms set forth in this Agreement. You must accept any such supplemental terms and conditions prior to accessing and using those Ancillary Products or Ancillary Services. Unless and until You accept such supplemental terms and conditions applicable to a particular Ancillary Service, You agree that Autodesk is under no obligation to provide such Ancillary Products or Ancillary Services to You.  Such supplemental terms and conditions for Ancillary Products or Ancillary Services, if any, may be made available on the Autodesk Account Center (or an Autodesk web property analogous thereto), and may be amended by Autodesk from time to time in accordance with Section 8.9 (Revised Terms and Conditions). Autodesk reserves the right at its discretion to add new or eliminate existing Ancillary Products or Ancillary Services from a Desktop Subscription at any time, without prior notification to You, and to make Ancillary Products or Ancillary Services available only in specific languages, such as English. Some Ancillary Products or Ancillary Services may not be available as part of a Desktop Subscription for certain Covered Software, or in all languages, countries or regions.   

AUTODESK DOES NOT GUARANTEE THAT IT WILL MAKE AVAILABLE, AND YOU ACKNOWLEDGE THAT YOU MAY NOT RECEIVE, ANY UPGRADE, PREVIOUS VERSION, ANCILLARY PRODUCT OR ANCILLARY SERVICE DURING THE TERM OF YOUR DESKTOP SUBSCRIPTION.

2.4  Use of Previous Versions

2.4.1 Notwithstanding anything contained in the Autodesk Software License accompanying Your Covered Software or any Upgrade to Covered Software provided to You, for the Term of Your Desktop Subscription, You may Install and Access, Previous Version(s) of the Covered Software, as specifically identified in writing by Autodesk on the Previous Version Eligible Product List posted on the Autodesk Account Center, if any, provided that the following conditions are met:

   (a)  Installation of and Access to the Previous Version(s) shall be subject to the provisions of the applicable Autodesk Software License, as modified by this Section 2.4;

   (b)  Your Installation of and Access to Previous Versions shall be limited by the same license type or license version and other use- or quantity-related licensing metrics as apply to the assoociated Covered Software pursuant to the applicable Autodesk Software License (the “Applicable License Metrics”); and

   (c)  You are hereby acknowledging and agreeing that Autodesk does not have any obligation to provide support for the Previous Version(s) other than as set forth herein and any such obligations may be ended at any time.

Further if the Previous Version You want to use is not specifically identified in writing by Autodesk on the Autodesk Account Center for Previous Version use, You may still be able to use that Previous Version if, You legally licensed the Previous Version(s) and Your use of such Previous Versions does not exceed the total quantity of the Previous Versions that You originally licensed, subject to (a) through (c) above.

Notwithstanding anything in this Section 2.4.1 that may be construed to the contrary or the issuance of any authorization codes by Autodesk, unless specifically permitted by Autodesk in writing, in no event shall Your use of the Covered Software, including Previous Version(s), exceed the total authorized scope of use or quantity as determined by the Applicable License Metrics for the Covered Software licensed to You. Please note that Previous Versions and the benefits of this section 2.4 may not be available for all Covered Software and/or may not be available in relation to certain Previous Versions of Covered Software.

2.4.2 You agree that Autodesk has the right to require an audit (electronic or otherwise) of the Covered Software, Upgrades, Ancillary Products and Ancillary Services, including, but not limited to Previous Versions, 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 You, to inspect Your records, systems and facilities, including machine IDs, serial numbers and related information, to verify that the use of any and all Covered Software, Upgrades, Ancillary Products and Ancillary Services, including, but not limited to Previous Versions, is in conformance with this Agreement.  You will provide full cooperation to enable any such audit.  If Autodesk determines that Your use is not in conformity with this Agreement, You will immediately take such steps as are necessary to bring Your 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.

2.4.3 This Section Intentionally Left Blank.

2.4.4 In the event Autodesk, in connection with the Previous Versions licensed to You under this Section 2.4, provides You Ancillary Products that supplement or extend a Previous Version, those Ancillary Products shall be subject to the terms and conditions of this Section 2.4 to the same extent as the Previous Versions to which such Ancillary Products relate unless otherwise specified at the time of delivery.

2.4.5 Nothing herein requires Autodesk to supply You with media containing Previous Versions or related User Documentation or to issue additional authorization codes or hardware or software locks.  Moreover, Autodesk reserves the right to charge a transaction fee for the issuance or re-issuance of media, authorization codes, hardware locks or software locks, if Autodesk, in its discretion decides to provide such to You. Further, if the Previous Version of the Covered Software has been retired or otherwise discontinued by Autodesk, You agree and acknowledge that (a) in no event is Autodesk required to issue authorization codes or hardware or software locks to You or to provide You with any media or other deliverables to enable You to Access or Install such retired or discontinued Previous Versions; and (b) these rights to use Previous Versions do not allow You to Install  or Access additional licenses (i.e. more than You have on a Desktop Subscription) of any Previous Version of the Covered Software that has been retired or otherwise discontinued by Autodesk.

2.4.6 Previous Versions may not be available or made available for all Covered Software, or in all languages, countries or regions or may be subject to additional conditions and restrictions for certain Covered Software.  Autodesk reserves the right to modify or terminate rights to use Previous Versions at any time, without prior notification. If Your Desktop Subscription expires or otherwise terminates, Your rights to use the Previous Version(s) under this Agreement shall terminate, and your rights with respect to such Previous Versions shall be determined by the terms of the Autodesk Software License, including, without limitation, the obligations to Uninstall such Previous Version(s) if You are not entitled to use a Previous Version.

3. PURCHASES; RENEWALS

3.1  Purchases. When You purchase a Desktop Subscription, Autodesk will provide You with instructions on how to access Desktop Subscription information and Support on the Autodesk Account Center.

3.2  Renewals.  Prior to expiration of Your Desktop Subscription, You may purchase a renewal of Desktop Subscription for an additional term (“Renewal Term”) from a Reseller or Autodesk.  If You have elected an automatic renewal plan, each auto renewal will be a Renewal Term.  Unless otherwise agreed by Autodesk, if You do not purchase a renewal for Your Desktop Subscription prior to expiration of the Term or if you cancel your automatic renewal, Your Desktop Subscription will automatically expire.

3.3  This Section Intentionally Left Blank

4. DELIVERY

Covered Software, Upgrades or Ancillary Products shall at Autodesk’s discretion be (a) available for download at the Autodesk Account Center or any successor or other website or location as may be designated by Autodesk, (b) shipped to You FCA (Incoterms 2010) Autodesk’s facilities to the address specified on Your Customer Information Form (or, if no Customer Information Form or address is provided, to any other address known or made available to Autodesk), or (c) shipped to You via an Autodesk authorized third party.  Autodesk will notify You of availability of Covered Software, Upgrades, Ancillary Services or Ancillary Products and the delivery method, if applicable. If Autodesk ships to You, it will make commercially reasonable efforts to deliver within thirty (30) days of its notice or, as applicable, Your request for physical shipment, but shall not be liable for any losses or expenses incurred by You as a result of late delivery or a delivery to an incorrect address.

5. TERM AND TERMINATION

5.1  Effective Date; Term. The Effective Date of Your Desktop Subscription will be the date as determined by Autodesk in accordance with its Desktop Subscription policies for entering Your Desktop Subscription into the Autodesk systems.  Renewal Terms of Desktop Subscription shall commence on an appropriate anniversary of the Effective Date. The Initial Term of Your Desktop Subscription will continue for one (1) month, or one (1), two (2) or three (3) years from the Effective Date, depending on the length of term for which You qualify, select and purchase. Renewal Terms of Your Desktop Subscription will continue for one (1) month, or one (1), two (2) or three (3) years from the anniversary of the Effective Date immediately following the end of the Initial Term or the immediately preceding Renewal Term (as the case may be), depending on the length of Renewal Term which You select and purchase. Autodesk will endeavor to confirm Your purchase within 48 hours after the Effective Date or relevant anniversary of the Effective Date (as the case may be).

5.2  Termination.  Each of Autodesk or You may terminate this Agreement, 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.  In addition, Autodesk may, as an alternative to termination, suspend Your Desktop Subscription, and/or other Autodesk obligations or Your rights under this Agreement, if You fail to make a payment to Autodesk or a Reseller or otherwise fail to comply with the provisions of this Agreement or other terms relating to any such Desktop Subscription.  Autodesk may also terminate this Agreement if You become subject to bankruptcy proceedings, become insolvent, or make an arrangement with Your creditors.  This Agreement will terminate automatically without further notice or action by Autodesk if You go into liquidation.  You acknowledge and agree that Autodesk may assign or sub-contract any of its rights or obligations under this Agreement.

5.3  Effect of Termination.  Upon termination or expiration of this  Agreement, the rights and benefit entitlements granted hereunder will terminate.  Upon termination or expiration You must cease all use of Ancillary Products and Ancillary Services with respect to the terminated or expired Agreement.  Autodesk reserves the right to require You to show satisfactory proof that all Ancillary Products and Ancillary Services have been Uninstalled or otherwise are no longer in use. 

6. CONFIDENTIALITY. 

6.1  Definition of Confidential Information and Exclusions.  For purposes of this  Agreement only, “Confidential Information” shall mean information, that is disclosed in written, oral, electronic, visual or other form by either party (each, as a “Disclosing Party”) to the other party (each, as a “Receiving Party”) during the Term, either (i) marked or designated as “confidential” or “proprietary” at the time of disclosure or (ii) disclosed under circumstance under which it ought to be treated as confidential by Receiving Party, and shall be limited to Autodesk technical information regarding Covered Software or future or new Autodesk product development plans and related technical or business information, if any, disclosed by Autodesk to You in connection with the delivery of Support under this Agreement and the contents of Your Support Requests and files and related information submitted therewith by You to Autodesk in conenction with requesting and receiving Support under this  Agreement.  Confidential Information shall not include information that from and after the date of disclosure: (i) is or becomes a matter of public knowledge through no fault of the Receiving Party; or (ii) was rightfully in the Receiving Party’s possession prior to receipt from the Disclosing Party free of any obligation of confidence, as shown by Receiving Party’s written records; or (iii) was rightfully disclosed to Receiving Party by another person without restriction as to use or disclosure; or (iv) is independently developed by Receiving Party without use of or reference to Disclosing Party’s Confidential Information as shown by Receiving Party’s written records.  Confidential Information disclosed by Autodesk concerning planned or future development efforts for existing or new Autodesk products and services  is not intended to be a promise or guarantee of future delivery of products, services or features, but merely reflects Autodesk’s current plans, which are subject to change without notice.  Accordingly, such Autodesk Confidential Information may not be relied on for purchasing decisions or for any other purpose.  In the event of a conflict between this Section 6 (“Confidentiality”) and any confidentiality provisions in an applciable Terms of Service for web services, such Terms of Service provisions shall control.

6.2  Obligations with Respect to Confidential Information.  Receiving Party agrees to protect the Confidential Information by using the same degree of care as Receiving Party uses to protect its own confidential or proprietary information (but not less than a reasonable degree of care): (i) to prevent the unauthorized use, dissemination or publication of the Confidential Information, (ii) not to divulge Confidential Information to any third party, (iii) not to make any use of such Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement (the “Desktop Subscription Purpose”), (iv) not to copy except as reasonably required in direct support of the Desktop Subscription Purpose, and any copies made will include appropriate marking identifying same as constituting or containing Confidential Information of the Disclosing Party; and (v) not to reverse engineer any such Confidential Information. Receiving Party shall limit the use of and access to the Disclosing Party’s Confidential Information to Receiving Party’s employees and the employees of Receiving Party’s respective parent, subsidiaries and affiliated entities or authorized representatives who have: (i) a need to know and have been notified that such information is Confidential Information to be used solely for the Desktop Subscription Purpose; and (ii) entered into binding confidentiality obligations no less protective of Disclosing Party than those contained in this Agreement. Receiving Party may disclose Confidential Information pursuant to any statutory or regulatory authority or court order, provided Disclosing Party is given prompt prior written notice of such requirement and the scope of such disclosure is limited to the extent possible. The obligations of Receiving Party regarding use and disclosure of the Confidential Information shall survive any termination or expiration of this Agreement for a period of three (3) years after the  Agreement expiration date or termination date.

6.3  Ownership of Confidential Information.  All Confidential Information and any Derivatives thereof, unless otherwise specified in writing remains the property of the Disclosing Party. Receiving Party acquires no rights or licenses in the intellectual property of Disclosing Party including but not limited to, patents, trademarks, copyrights or service marks under this Agreement or through any disclosure hereunder, except the limited right to use such Confidential Information in accordance with this Agreement. For purposes of this Agreement, “Derivatives” means (i) for copyrightable or copyrighted material, any translation, abridgement, revision or other form in which an existing work may be recast, transformed or adapted; and (ii) for material which is protected by trade secret, any new material derived from or based on such existing trade secret material, including new material which may be protected under copyright and/or trade secret laws.  Receiving Party agrees that the obligations assumed by Receiving Party herein are necessary and reasonable in order to protect Disclosing Party and its business, and the Receiving Party expressly agrees that monetary damages would be inadequate to compensate Disclosing Party for any breach by Receiving Party of its covenants and agreements set forth herein. Accordingly, Receiving Party agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to Disclosing Party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, Disclosing Party shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by Receiving Party, without the necessity of proving actual damages. Receiving Party will notify Disclosing Party in writing immediately upon learning of the occurrence of any unauthorized disclosure of Confidential Information or other breach of this Agreement. Receiving Party will assist Disclosing Party in remedying any unauthorized use or disclosure of Confidential Information.

7. LIMITATION OF LIABILITY; NO WARRANTIES

7.1  Limitation of Liability.  IN NO EVENT WILL AUTODESK BE LIABLE FOR FAILURE TO MANUFACTURE OR MAKE COMMERCIALLY AVAILABLE COVERED SOFTWARE, UPGRADES, ANCILLARY PRODUCTS, ANCILLARY SERVICES OR SUPPORT DURING THE TERM OF YOUR DESKTOP SUBSCRIPTION. IN NO EVENT SHALL AUTODESK BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. IN NO EVENT WILL AUTODESK 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 ARISING OUT OF OR RELATING TO THIS  AGREEMENT WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU TO AUTODESK OR THE RESELLER FOR THE DESKTOP SUBSCRIPTION IN CONNECTION WITH WHICH THE CLAIM ARISES.  THESE LIMITATIONS WILL APPLY EVEN IF AUTODESK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU ACKNOWLEDGE THAT THE SUBSCRIPTION FEE REFLECTS THIS ALLOCATION OF RISK AND THAT THE LIMITATION SET FORTH IN THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES.  These limitations shall be in addition to, and not in substitution for, the limitations of liability set out in any applicable Autodesk Software License. 

7.2  No Warranties.  SAVE AS SET OUT IN ANY APPLICABLE AUTODESK SOFTWARE LICENSE OR TERMS OF SERVICE, TO THE MAXIMUM EXTENT PERMITTED BY LAW AUTODESK MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND CONCERNING SUBSCRIPTION, ANY COVERED SOFTWARE, UPGRADE, ANCILLARY PRODUCT, ANCILLARY SERVICE OR SUPPORT EITHER, EXPRESS OR IMPLIED BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AUTODESK DOES NOT SPECIFICALLY WARRANT THAT:

   (A) SUPPORT BY AUTODESK WILL ENSURE THAT THE OPERATION OF COVERED SOFTWARE WILL BE ERROR FREE OR UNINTERRUPTED;

   (B) ERRORS WILL BE CORRECTED BY AUTODESK;

   (C) AUTODESK WILL RESOLVE ANY SUPPORT REQUEST BY A USER; OR

   (D) THAT ANY RESOLUTION PROPOSED IN RELATION TO A SUPPORT REQUEST WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. 

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.

8. GENERAL

8.1  Governing Law.  This Agreement will be governed by and construed in accordance with the laws of (a) Switzerland if You acquired the Desktop Subscription in a country in Europe, Africa or the Middle East, (b) Singapore if You acquired the Desktop Subscription 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 You acquired the Desktop Subscription in a country in the Americas (including the Caribbean) or any other country not specified in this Section 8.1.  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 You acquired the Desktop Subscription 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.

8.2  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.

8.3  Assignment; Waiver; Affiliates.  You 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 purported assignment by You 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.  You acknowledge and agree that Autodesk may arrange to have its subsidiaries, affiliates and subcontractors engage in activities in connection with this Agreement, including, without limitation, delivering Desktop Subscription benefits, provided that Autodesk (and not such subsidiaries, affiliates or subcontractors) will remain subject to the obligations of Autodesk under this  Agreement.  You also agree that Autodesk’s subsidiaries and affiliates may enforce (including taking actions for breach of) this Agreement.  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.

8.4  United States Export Controls.  You acknowledge that the Covered Software, Upgrades, Ancillary Products, Ancillary Services and Support are subject to the export control laws and regulations of the United States (“U.S.”) and will abide by those laws and regulations.  Under U.S. export control laws and regulations, the Covered Software, Upgrades, Ancillary Products, Ancillary Services and Support may not be downloaded, received or otherwise exported, re-exported, or transferred to restricted countries, to restricted end users or for restricted end uses.  You represent, warrant and covenant that neither You nor your personnel (a) are located in, or a resident or a national of, a restricted country; (b) are on any of the U.S. government lists of restricted end users; and (c) will, unless otherwise authorized under U.S. export control regulations, use Covered Software, Upgrades, Ancillary Products, Ancillary Services and Support 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.  You understand that the requirements and restrictions of U.S. law as applicable to You may vary depending on the Covered Software, Upgrades, Ancillary Products, Ancillary Services and Support received and may change over time, and that, to determine the precise controls applicable to the Covered Software, Upgrades, Ancillary Products, Ancillary Services and Support, it is necessary to refer to the U.S. Export Administration Regulations and the U.S. Department of Treasury, Office of Foreign Assets Control Regulations.

8.5  Entire Agreement; Severability. Except as otherwise provided in this Agreement, these 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.  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.  Terms stipulated by You in any communication which purport to vary this Agreement will be void and of no effect unless agreed to in a writing and 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.  If a court of competent jurisdiction determines in a final non-appealable judgment that any provision of these terms and conditions is unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of these terms and conditions will remain in full force and effect.

8.6  Notices. Notices from Autodesk shall be in writing and may be sent by mail or electronic mail or posted to the Autodesk Account Center or any other method that Autodesk reasonably determines will provide appropriate notice. You may not opt out of receiving such notices. Notices from You shall be in writing and may be sent by mail or web form, as Autodesk may require.  Notices from Autodesk to You shall be effective (i) in the case of notices by email when sent to the email address set out on Your Customer Information Form or other official documentation that You have provided to Autodesk or (ii) in the case of notices by mail, five (5) days after sending by regular post to the address set out on Your Customer Information Form or other official documentation that You have provided to Autodesk or (iii) in the case of postings to the Autodesk Account Center or other methods deemed reasonable by Autodesk, ten (10) Business Days after such notices are posted to the Autodesk Account Center or sent in the manner reasonably determined by Autodesk.  Web forms are accessible through Autodesk Account Center or at www.autodesk.com/contactus. Notices from You to Autodesk shall be effective when received by Autodesk.

8.7  Privacy; Connectivity.

8.7.1  Privacy and Use of Information.  You acknowledge and agree that You (and third parties acting on Your 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 You (including, without limitation, personal information) and Your 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 Covered Software, Updates, Support, Ancillary Services, Ancillary Products, and managing the relationship with You.  You hereby consent 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://autodesk.com/privacy. Without limitation of the generality of the foregoing, You acknowledge and agree that: (a) Autodesk may from time to time prompt You (and third parties acting on Your 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 Your use of Covered Software, Upgrades, Support, Ancillary Products and Ancillary Services, Resellers, Autodesk affiliates and other third parties in connection with the provision, maintenance, administration or usage of Covered Software, Upgrades, Support, Ancillary Products and Ancillary Services or in connection with enforcement of any agreements relating to Covered Software, Upgrades, Support, Ancillary Products and Ancillary 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 Your information and data than the jurisdiction in which You are domiciled.  You acknowledge and agree 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, You will be subject to such changes.

8.7.2   Connectivity.  Certain Covered Software, Upgrades, Ancillary Products or Ancillary Services, including, but not limited to Web Services, may facilitate or require Your 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 Covered Software on Your Computer even though hosted on such websites.  Accessing such content or services and use of Covered Software may cause Your 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 You with additional information, features and functionality or to validate that the Covered Software, Upgrades, Ancillary Products or Ancillary 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 8.7.1 (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 You 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 You 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.

8.8  Survival. Sections 7 and 8 of these terms and conditions shall survive termination of all or any of Your Desktop Subscription.

8.9  Revised Terms and Conditions. Autodesk may revise this Agreement, any Desktop Subscription-related policies, Support, Ancillary Products, Ancillary Services and any other Desktop Subscription benefits, including any supplemental terms and conditions applicable thereto, at any time and will notify You of any such revision.  Notification may occur via email, be posted on the Autodesk Account Center or may occur in any other manner deemed reasonable by Autodesk.  If You do not accept said revisions, You must notify Autodesk in writing within thirty (30) days of the date of Autodesk’s notification to You.  If You do so notify Autodesk, Your existing Desktop Subscription will continue to be governed by the last Agreement and associated terms and conditions that You accepted (including any deemed acceptances) until the end of Your then current Desktop Subscription Term (if You have paid all applicable fees for the entire Term), and at the end of such Term, Your Desktop Subscription shall expire and if You have not paid all applicable fees for the entire Term then Your Desktop Subscription will end at the end of the year or period for which You have paid the applicable fees.  If You do not so notify Autodesk, or if You place new orders for, or renew Your Desktop Subscription or continue to pay Your annual or other Desktop Subscription fees (if applicable), You will be deemed to have accepted such revisions for all Your Desktop Subscription. Notwithstanding the foregoing, in the event Autodesk revises this Agreement, or any Desktop Subscription-related policies for Support, Ancillary Products, Ancillary Services, Upgrades and/or any other Desktop Subscription benefits, including any supplemental terms and conditions applicable thereto, You will not be entitled to any additional benefits or services offered thereunder absent the payment to Autodesk or Resellers of the appropriate fee related to said revision, if any.

8.10  Language

The English language version of this  Agreement is legally binding in case of any inconsistencies between the English version and any translations.  If You purchased Desktop Subscription in Canada, You agree to the following: The parties hereto confirm that it is their wish that this Agreement, as well as other documents relating hereto, including notices, have been and shall be written in the English language only. Les parties ci-dessus confirment leur désir que cet accord ainsi que tous les documents, y compris tous avis qui s'y rattachent, soient rédigés en langue anglaise.

EXHIBIT A
DESKTOP SUBSCRIPTION BENEFITS

1. Basic Support (Forum Support and Web Support):

A.  Expedited Forum Support: 

For certain Covered Software, in certain countries or regions, Autodesk product support specialists will monitor product forums and assist with technical support questions.  Autodesk will use commercially reasonable efforts to provide a Response to Your Support Requests with respect to Covered Software submitted to a monitored forum within two days during Local Business Hours, provided that You have correctly linked Your Subscription Center account with your forum account. 

B.  Web Support:

Web Support will be provided to You via Your Users during the Available Support Hours set forth in the table in Subsection C, below, except that Web Support may be temporarily unavailable during scheduled system maintenance.  All Support Requests for Web Support shall be submitted solely via the Autodesk Account Center, following the instructions and procedures stated there.  Autodesk will use commercially reasonable efforts to provide Responses within the applicable Targets set forth in the table in Subsection C, below.  Autodesk’s Web Support related communications will generally be posted to the Autodesk Account Center and Your User will be notified of the posting of the information by email. Your User may also be contacted by email or telephone to facilitate Mitigation or Resolution of specific Incidents in Autodesk’s discretion. 

C.  Web Support Support, Support Hours and Response Targets:

Autodesk will use commercially reasonable efforts to provide Responses, within the target times specified, based on the Severity Level of the Incident, as shown in the table below.  Autodesk’s Web Support related communications will generally be posted to the Autodesk Account Center and Your User will be notified of the posting of the information by email. Your User may also be contacted by email or telephone to facilitate the handling of specific Incidents in Autodesk’s discretion.

Incident Severity LevelAvailable Support HoursResponse Target
Severity 1 – CriticalYou may submit Web Support Requests at any time.Within 8 Local Business Hours from Autodesk’s receipt of Your Support Request
Severity 2 - UrgentYou may submit Web Support Requests at any time.Within 16 Local Business Hours from Autodesk’s receipt of Your Support Request
Severity 3 – Standard1You may submit Web Support Requests at any time.Within 32 Local Business Hours from Autodesk’s receipt of Your Support Request

NOTES:

1You may submit a Support Request for inclusion of new features, enhancements or functionality to Covered Software, and the Severity 3 Available Support Hours will apply, provided that Autodesk shall be under no obligation to provide a Response for or to Resolve such Support Requests.

D.  Acknowledgement.  You acknowledge that by choosing a standard Desktop Subscription, with respect to Support you are entitled to receive only the basic Support (Web Support and Forum Support only) described in this Exhibit A.  Without limiting the generality of this acknowledgment, You acknowledge that You are not entitled to request or receive telephone Support.

2. Core Desktop Subscription Benefits:

A.  Upgrades:

During the Term, You will be entitled to receive any new Upgrades that are made available by Autodesk for Covered Software that is under a  Desktop Subscription at the time such new Upgrade becomes available.  You may Install and Access such new Upgrade, subject to the applicable Autodesk Software License and this Agreement.

B.  Ancillary Products:

During the Term, subject to the conditions specified in Section 2.3 of this Agreement and such supplemental terms as may be provided for Ancillary Products, You will be entitled to receive or access and use, as applicable, such Ancillary Products as are made available by Autodesk for the Covered Software for which You have purchased Desktop Subscription, for the Term of Your Desktop Subscription.

C.  Ancillary Services:

During the Term, subject to the requirements specified in Section 2.3 of this  Agreement, and such supplemental terms as may be provided for particular Ancillary Services, You will be entitled to access and use or exercise, as applicable, such Ancillary Services as are made available by Autodesk for the Covered Software during the Term of Your Desktop Subscription.

Without limiting the generality of the foregoing, such Ancillary Services may include, if available for Your Covered Software and/or in Your country or region, but not be limited to:

   (i)  Previous Version Use (Per Section 2.4)

During the Desktop Subscription Term, You may Install and Access Previous Versions of Covered Software available for use with Desktop Subscriptions subject to the requirements of and in accordance with Section 2.4 of the Desktop Subscription Amendment.

   (ii) This Section Intentionally Left Blank

   (iii) Use Outside of Your Territory

Notwithstanding anything to the contrary contained in the applicable Autodesk Software License with respect to Territory, during the Term and subject to the requirements set forth in this Section 2.C.(iii), for all Desktop Subscriptions (or related licenses) legally purchased and acquired in your Home Country, You may Install or permit Named Users to Install the Covered Software during the Desktop Subscription Term on a portable Computer and Access that Covered Software outside the Territory without Autodesk’s written consent.  Covered Software may be used solely on a Named User basis and soley for Your own internal business needs as provided in the applicable Autodesk Software License.  Worldwideuse rights are not available if you purchased the Desktop Subscription (or related licenses) in an Excluded Country (even if You purchased in your Home Country) except for Desktop Subscriptions specifically designated as “Emerging Country Worldwide Desktop Subscriptions.”

Your use outside Your Territory is subject to all of the following :

(a) except as otherwise provided in this Section 2.C.(iii), You comply with all provisions of the applicable Autodesk Software License, including, but not limited to compliance with all U.S. or other applicable export control laws;

(b) Your Access is solely on a Named User basis;

(c) the Covered Software may not be Accessed by anyone other than the particular licensed Named User while outside the Territory; and

(d) if You are entitled to Support the Available Support Hours for the type of Desktop Subscription and Your Territory apply.

   (iv)  Web Services

During the Term of Your Desktop Subscription Autodesk may provide you with access to certain Web Services for Your Covered Software as a benefit of Your Desktop Subscription.  Web Services available for Covered Software and for Your level of Desktop Subscription, if any, are described on Autodesk’s web services entitlements website or such other location as Autodesk may designate.

EXHIBIT B
DESKTOP SUBSCRIPTIONS WITH ADVANCED SUPPORT BENEFITS

1. Advanced Support (Forum Support, Web Support and Telephone Support):

A. Expedited Forum Support: 

For certain Covered Software, in certain countries or regions, Autodesk product support specialists will monitor product forums and assist with technical support questions.  Autodesk will use commercially reasonable efforts to provide a Response to Your Support Requests submitted to a monitored forum within two days during Local Business Hours, provided that You have correctly linked Your Subscription Center account with your forum account.

B.  Web Support:

Web Support will be provided to You via Your Users during the Available Support Hours set forth in the table in Subsection C, below, except that Web Support may be temporarily unavailable during scheduled system maintenance.  All Support Requests Web Support shall be submitted solely via the Autodesk Account Center, following the instructions and procedures stated there.  Autodesk will use commercially reasonable efforts to provide Responses within the applicable Targets set forth in the table in Subsection C, below.  Autodesk’s Web Support related communications will generally be posted to the Autodesk Account Center and Your User will be notified of the posting of the information by email. Your User may also be contacted by email or telephone to facilitate Mitigation or Resolution of specific Incidents in Autodesk’s discretion. 

C.  Advanced Telephone Support, Support Hours and Response Targets:

Note that if Autodesk receives a Support Request from a User who has not been designated by Your Contract Manager as a Named User, and You have available Named User designations at that time, Autodesk may designate that User as a Named User for purposes of handling the Support Request, and if so will notify Your Contract Manager of the designation.  Your Contract Manager may modify Named User designations as described herein.  Only Named Users may submit Telephone Support Requests.  Advanced Telephone Support will be provided to Your Named Users by telephone during the Available Support Hours set forth in the table, below.  All Support Requests for Advanced Telephone Support may be submitted to any regional Autodesk call center, subject to the requirements of Section 2.2 of this Agreement.  Autodesk will use commercially reasonable efforts to provide Responses within the target times specified, based on the Severity Level of the Incident, as shown in the table below.  Autodesk’s Responses will generally be communicated to Your Named User by telephone call from a product support specialist.

Incident Severity LevelAvailable Support HoursResponse Target1
Severity 1 – CriticalYou may submit Telephone Support Requests during Extended Support Hours.  Web Support Requests may be submitted at any time.Within 2 hours during Extended Support Hours from Autodesk’s receipt of Your Support Request
Severity 2 - UrgentYou may submit Telephone Support Requests during Extended Support Hours.  Web Support Requests may be submitted at any time.Within 4 hours during Extended Support Hours from Autodesk’s receipt of Your Support Request
Severity 3 – Standard2You may submit Support Requests during Extended Support Hours.  Web Support Requests may be submitted at any time.Within 8 hours during Extended Support Hours from Autodesk’s receipt of Your Support Request

NOTES:

1As a benefit of a Desktop Subscription with Advanced Support, You may submit a Support Request related to Covered Software application programming interfaces (APIs), however the Response Targets in the table above shall not apply to such Support Request.

2You may submit a Support Request for inclusion of new features, enhancements or functionality to Covered Software, and the Severity 3 Available Support Hours, provided that Autodesk shall be under no obligation to provide a Respone for or to Resolve such Support Requests.

2.  Core Desktop Subscription Benefits:

A.  Upgrades:

During the Term, You will be entitled to receive any new Upgrades that are made available by Autodesk for Covered Software that is under a Desktop Subscription at the time such new Upgrade becomes available.  You may Install and Access such new Upgrade, subject to the applicable Autodesk Software License and this Agreement.

B.  Ancillary Products:

During the Term, subject to the conditions specified in Section 2.3 of this Agreement and such other terms as may be provided for Ancillary Products, You will be entitled to receive or access and use, as applicable, such Ancillary Products as are made available by Autodesk for the Covered Software for which You have purchased a Desktop Subscription.  Without limiting the generality of the foregoing, such Ancillary Products may include, if available for Your Covered Software and/or in Your region, but not be limited to, product enhancements such as extensions, plug-ins, tools, and Advantage Packs. 

C.  Ancillary Services:

During the Term, subject to the requirements specified in Section 2.3 of this Agreement, and such other terms as may be provided for particular Ancillary Services, You will be entitled to access and use or exercise, as applicable, such Ancillary Services as are made available by Autodesk for the Covered Software for which You have purchased a Desktop Subscription.  Without limiting the generality of the foregoing, such Ancillary Services may include, if available for Your Covered Software and/or in Your region, but not be limited to:

   (i)  Previous Version Use (Per Section 2.4)

During the Term, You may Install and Access Previous Versions of Covered Software on a Desktop Subscription subject to the requirements of and in accordance with Section 2.4 of the Desktop Subscription Amendment.

   (ii) This Section Intentionally Left Blank

   (iii) Use Outside of Your Territory

Notwithstanding anything to the contrary contained in the applicable Autodesk Software License with respect to Territory, during the Term and subject to the requirements set forth in this Section 2.C.(iii), for all Desktop Subscriptions (or related licenses) legally purchased and acquired in your Home Country, You may Install or permit Named Users to Install the Covered Software during the Desktop Subscription Term on a portable Computer and Access that Covered Software outside the Territory without Autodesk’s written consent.  Covered Software may be used solely on a Named User basis and soley for Your own internal business needs as provided in the applicable Autodesk Software License.  Worldwideuse rights are not available if you purchased the Desktop Subscription (or related licenses) in an Excluded Country (even if You purchased in your Home Country) except for Desktop Subscriptions specifically designated as “Emerging Country Worldwide Desktop Subscriptions.”

Your use outside Your Territory is subject to all of the following :

(a) except as otherwise provided in this Section 2.C.(iii), You comply with all provisions of the applicable Autodesk Software License, including, but not limited to compliance with all U.S. or other applicable export control laws;

(b) Your Access is solely on a Named User basis;

(c)  the Covered Software may not be Accessed by anyone other than the particular licensed Named User while outside the Territory; and

(d)  if You are entitled to Support the Available Support Hours for the type of Desktop Subscription and Your Territory apply.

   (iv)  Web Services

During the Term of Your Desktop Subscription Autodesk may provide you with access to certain Web Services for Your Covered Software as a benefit of Your Desktop Subscription.  Web Services available for Covered Software and for Your level of Desktop Subscription, if any, are described on Autodesk’s website or such other location as Autodesk may designate.

EXHIBIT C
APPLICABLE WORKWEEK BY GEOGRAPHIC REGION

Registered Location of Party Submitting Support Request

Applicable Workweek

Asia-Pacific Region


Americas Region


EMEA Region

Monday through Friday SGT (UTC +8), excluding Holidays

Monday through Friday, EST/EDT (UTC -5/UTC -4), excluding Holidays

Monday through Friday, CET/CEST (UTC +1/UTC +2), excluding Holidays