Revised September 9, 2009
IMPORTANT -- PLEASE READ CAREFULLY THE TERMS OF USE BELOW. BY SELECTING THE “I ACCEPT” BUTTON BELOW THIS AGREEMENT OR BY USING THE PASSWORD TO ACCESS THE AUTODESK COLLABORATION SOLUTIONS ON THE WEB SITE, YOU INDICATE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS TOU. YOU SHOULD PRINT AND KEEP A COPY OF THIS TOU.
These Collaboration Solutions Terms of Use ("TOU") constitute a legal and binding agreement between Autodesk, Inc. (“Autodesk”) and the person or legal entity who has purchased a subscription to the Autodesk Online Collaboration Solutions (“Customer”) and Customer’s employees, consultants, contractors, and other parties who access the Autodesk Online Collaboration Solutions using Customer’s subscription (“Users”). Customer's and Users’ right to access and use the Autodesk Online Collaboration Solutions through a restricted Web site ("Site"), to use or download documents and certain other materials on the Site (the "Autodesk Materials"), and to use and access any customer support services purchased by Customer with respect to its subscription to the Site (“Customer Support Services”) (the Site, the Autodesk Materials and the Customer Support Services are collectively referred to as the "Collaboration Solutions") is governed by this TOU.
By selecting the “I ACCEPT” button below or by accessing or using this Site, you are agreeing to enter into this TOU and to be bound by and comply with all of the terms and conditions set forth herein. If you do not agree to all the terms and conditions of this TOU, (A) do not use or access the Site, and (B) select the “I REJECT” button below.
1. SERVICE ACCESS.
Subject to the terms and conditions of this TOU, including payment by Customer of all amounts due hereunder, Autodesk grants a nonexclusive, nontransferable license to Customer and Users to access and use the Collaboration Solutions identified in the applicable Autodesk Collaboration Solutions Order Form (the “Order Form”) and hosted on servers owned or operated by Autodesk or its designee during the Term in connection with Customer’s business purposes for the number of user licenses for which Customer has fully paid the applicable license fees to Autodesk. To be eligible to access and use the Collaboration Solutions, Customer must be authorized to use the Collaboration Services via a valid Order Form and must be current in all payments due hereunder.
Subject to the requirements set forth herein, the Customer may provide unique user log-in information to Users who collaborate on Customer’s project to enable such Users to access the Collaboration Services, up to a maximum number of Users for which Customer has fully paid the applicable license fees. Customer shall be responsible and liable for all Users’ compliance with this TOU and use of the Content and Collaboration Solutions. Autodesk will not allow more than one individual to access the Collaboration Solutions at the same time under a single user license. Except as otherwise permitted herein, Customer will not: (i) rent, lease, lend, assign, sublicense, transfer, or otherwise make available, the Collaboration Solutions to any third party; or (ii) use or permit the Collaboration Solutions to be used, as part of a service bureau, time-sharing, interactive cable system or otherwise, for the benefit of any third party.
2. REGISTRATION.
In order to utilize the Collaboration Solutions, Customer and/or User will be required to provide certain contact and account information as part of a registration process. Each of Customer and User (i) represents and warrants that all information submitted by it during the registration process is accurate and (ii) agrees to update this information to keep it accurate and complete during the term of this TOU.
3. PAYMENT.
The quote set forth in the Order Form does not include any taxes, which may apply to this purchase and which shall be the responsibility of Customer. Any such taxes required to be collected by Autodesk shall be added to the amount quoted and shall appear as a separate item when invoiced.
The right of Autodesk to receive any payment provided for under the TOU will not be subject to any abatement, reduction, setoff, defense, counterclaim or recoup of any amount due or alleged to be due because of any past, present or future claims of Customer or any User.
4. SOFTWARE.
Any software available for downloading from the Site (“Software”) shall be subject to the end user license agreement accompanying such Software.
5. ALL RIGHTS RESERVED.
Except as expressly provided otherwise in this TOU, title, ownership, and all rights and interest including, without limitation, patents, copyrights, trademarks, trade secrets, and other intellectual property rights, in and to the Collaboration Solutions remain with Autodesk and its licensors. The structure, organization, and code of the Collaboration Solutions and accompanying materials, if any, are valuable trade secrets of Autodesk and its licensors, and Customer and/or User shall keep such trade secrets confidential. No logo, graphic, sound, content or image from the Site may be copied or retransmitted unless expressly permitted by Autodesk in a separate writing. The Collaboration Solutions are licensed, not sold.
6. ACCEPTABLE USE AND PRIVACY POLICY.
Customer’s and Users’ use of the Collaboration Solutions is also subject to compliance with Autodesk’s Acceptable Use Policy and Autodesk’s Privacy Policy, each of which is incorporated by reference into this TOU and is available for review on the Autodesk Collaboration Solutions Web page (or any successor or replacement Web page designated by Autodesk) located on Autodesk’s Website at www.autodesk.com.
7. RIGHT TO REMOVE OR DISABLE ACCESS.
If Autodesk is made aware of Content or Customer or User conduct that is, or that Autodesk believes in good faith may be, (i) libelous, obscene, excessively violent or defamatory, (ii) a violation of any law, regulation, or rights of a third party, including, but not limited to, rights under the copyright law and prohibitions on libel, slander, and invasion of privacy, or (iii) a violation of Autodesk’s Acceptable Use Policy, Autodesk has the right, but not the obligation, to immediately remove or disable access to that Content and/or terminate Customer’s and/or User’s ability to access the Collaboration Solutions without notice to the Customer.
8. LICENSE BY CUSTOMER AND USERS.
Customer shall ensure that it has the requisite rights to submit, post, reproduce, publish, distribute, or otherwise transmit all material, information and media submitted or uploaded by Customer or User on or through the Site (“Content”). Autodesk acknowledges that it does not own the Content that Customer or User submits to the Site in connection with the Collaboration Solutions.
By submitting, posting, or otherwise making Content available to Autodesk, or available to any individual or entity on or through the Site, each of Customer and User hereby grants Autodesk a non-exclusive, royalty free, paid up, worldwide, sub-licensable license to store, display, reproduce, modify and transmit the Content solely for the purposes of formatting, maintenance, repair, protection, organization, or other administration of the Site and Collaboration Solutions and use such Content in the ordinary course of Autodesk’s, or its designated third parties’, provision of the Collaboration Solutions.
9. CONTENT: GENERAL.
As between Autodesk and Customer, Customer is solely responsible for all Content and all activities that occur on the Site under Customer’s User accounts, including, without limitation any comments, information, questions, data, plans, feedback, ideas, descriptions of processes, or other information submitted, posted, reproduced, published, distributed, or otherwise transmitted to Autodesk by Customer or any User through the Site or Collaboration Solutions. Customer may use the Site, the Autodesk Materials, and Collaboration Solutions for lawful purposes only.
Customer is responsible for implementing sufficient procedures and checkpoints to satisfy Customer’s particular requirements for accuracy of data input and output. Customer acknowledges that: (i) Customer will evaluate and bear all risks associated with the use of any Content, including any reliance by Customer or its Users on the accuracy, completeness, or usefulness of such Content; and (ii) under no circumstances will Autodesk be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damages or any kind incurred as a result of Customer’s or any User’s use, deletion, modification, or correction of any Content.
10. PROTECTION OF CONTENT
During the term of this TOU, Autodesk will use commercially reasonable standards and practices to back up and protect Content. Notwithstanding the foregoing, Autodesk makes no warranties or representations regarding its back-up practices, and does not warrant that it will be able to restore any lost or damaged Content or other data. Customer acknowledges that no network security procedures can assure complete network security or prevent all unauthorized access to the Site and will immediately notify Autodesk of any known security breaches affecting the Site, Collaboration Solutions, or Autodesk Materials.
11. CONFIDENTIALITY.
11.1 Confidential Information. As used in this TOU, confidential information shall mean (a) any information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked or designated as “confidential” or “proprietary” at the time of disclosure; (b) Autodesk Materials, (c) information related to access to the Site, including Customer’s registration information and account passwords, and (d) information related to Autodesk’s business or operations, product plans or product prices (collectively “Confidential Information”).
11.2 Limitations on Disclosure and Use of Confidential Information. Receiving Party shall exercise the same degree of care employed by such party to prevent the unauthorized disclosure of its own Confidential Information, but in no event employing less than reasonable care. Confidential Information disclosed under this TOU shall only be used by Receiving Party in the furtherance of this TOU or the performance of its obligations hereunder. Customer shall not disclose the terms of this TOU to any third party without the prior written consent of Autodesk, except pursuant to a valid and enforceable order of a court or government agency. Notwithstanding the foregoing, nothing herein shall limit Autodesk’s right to disclose its standard and other Autodesk Confidential Information to third parties.
11.3 Exceptions. Confidential Information shall not include Confidential 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 Recipient’s written records; or (iii) was rightfully disclosed to the Receiving Party by another person without restriction as to use or disclosure; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information as shown by Receiving Party’s written records.
11.4 Independent Development. Receiving Party reserves the right to independently develop and market any technology, products or services or pursue business opportunities that compete with or are similar to those disclosed by Disclosing Party under this TOU without the use of the Disclosing Party’s Confidential Information.
12. AUTODESK LIMITED WARRANTY AND DISCLAIMER.
12.1 (i) Autodesk warrants to Customer that, as of the Effective Date and for a period of sixty (60) days thereafter, the Site will provide substantially the features and functions described in the online help documentation for the version of the Site purchased by Customer under normal use and circumstances. Autodesk's entire liability and Customer’s exclusive remedy for breach of the warranty set forth in the preceding sentence is, at Autodesk's sole option, to attempt to correct or work around errors, or to refund the license fees actually paid by Customer and terminate this TOU. Customer must notify Autodesk of any claim under the warranty set forth in this Section 12.1(i) within thirty (30) days of occurrence of the event giving rise to such claim.
(ii) Autodesk warrants to Customer that the Customer Support Services will be performed in a manner consistent with generally accepted industry standards and practices applicable to support services of a similar nature as the Customer Support Services. Autodesk’s entire liability and Customer’s exclusive remedy for breach of the warranty set forth in the preceding sentence is for Autodesk to use commercially reasonable efforts to correct or re-perform the non-conforming Customer Support Services in accordance with generally accepted industry standards and practices applicable to support services of a similar nature as the Customer Support Services. Customer must notify Autodesk of any claim under the warranty set forth in this Section 12.1(ii) within thirty (30) days of occurrence of the event giving rise to such claim,
12.2 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES PROVIDED IN SECTION 12.1 HEREOF, THE SOFTWARE AND COLLABORATION SOLUTIONS ARE PROVIDED "AS IS" AND AUTODESK AND ITS SUPPLIERS MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, (i) REGARDING THE USABILITY, SUITABILITY, CONDITION, OPERATION OR ACCURACY OF THE SOFTWARE OR THE COLLABORATION SOLUTIONS, OR (ii) THAT ACCESS TO OR USE OF THE CONTENT, SOFTWARE OR COLLABORATION SOLUTIONS WILL BE AVAILABLE, TIMELY, UNINTERRUPTED OR ERROR-FREE, (iii) THAT THE COLLABORATION SOLUTIONS WILL DELIVER CUSTOMER’S DESIRED RESULTS OR MEET CUSTOMER REQUIREMENTS OR EXPECTATIONS, OR (iv) THAT THE CONTENT, COLLABORATION SOLUTIONS AND SOFTWARE WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN SECTION 12.1, AUTODESK AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. CUSTOMER'S AND USERS’ USE OF THE COLLABORATION SOLUTIONS AND CONTENT IS AT ITS OWN RISK, AND CUSTOMER ASSUMES FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM USE OF OR INABILITY TO USE THE CONTENT, SOFTWARE, OR COLLABORATION SOLUTIONS.
13. LIMITATION OF LIABILITY.
AUTODESK’S AND ITS SUPPLIERS’ ENTIRE CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS TOU, THE COLLABORATION SOLUTIONS, THE SOFTWARE, AND THE CONTENT SHALL NOT EXCEED, IN THE AGGREGATE, THE TOTAL OF $10,000 USD.
IN ADDITION, IN NO EVENT SHALL AUTODESK OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, LOSS OF PROFITS, REVENUE OR DATA, OR COST OF COVER ARISING OUT OF OR IN CONNECTION WITH THIS TOU, THE COLLABORATION SOLUTIONS, THE SOFTWARE OR THE CONTENT.,
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIMITATIONS OF LIABILITY IN THIS SECTION 13 SHALL APPLY TO ALL DAMAGES, CLAIMS AND LOSSES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT (INCLUDING, BUT NOT LIMITED TO, WARRANTY OR INDEMNIFICATION CLAIMS), TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EVEN IF AUTODESK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE.
14. TERM, SUSPENSION AND TERMINATION.
The TOU takes effect on the start date specified in the Order Form (the “Effective Date”), and shall continue until the end date specified in the Order Form, or, if earlier, the date on which this TOU is terminated in accordance with the terms set forth herein (the “Term”). This TOU may be renewed by mutual agreement of Customer and Autodesk if prior to the end of the then-current Term, Customer pays to Autodesk the then-applicable fees for such renewal.
For free or evaluation subscriptions to the Collaboration Solutions, Autodesk may suspend or terminate this TOU and/or Customer’s and Users’ access to the Collaboration Solutions in its sole discretion at any time without notice. For all other versions of the Collaboration Solutions, and without limiting any other rights or remedies available to Autodesk under contract or otherwise, Autodesk may (i) suspend Customer’s and Users’ access to the Collaboration Solutions effective upon ten (10) days prior notice in the event that Customer is not current in its payments and (ii) terminate the TOU upon thirty (30) days prior notice for any breach of or failure by Customer or any User to comply with the provisions of this TOU, including, without limitation, its payment obligations hereunder. Autodesk may terminate the TOU, without penalty or further obligation, for any reason upon ninety (90) days prior written notice to Customer.
Should Autodesk elect termination for any reason other than Customer’s default, Customer shall only be liable for a pro rata payment for those Collaboration Solutions delivered to Customer prior to the effective date of termination. Termination is in addition to all other legal or equitable remedies available to Autodesk. Sections 3, 5, 8, 9, 11, 12.2, 13, 14, 16, 18 and 19.4 shall survive any termination of this TOU.
15. EFFECT OF TERMINATION.
Upon the earlier of (i) receipt of notice from Autodesk that this TOU and/or Customer’s and Users’ access to the Collaboration Solutions are being terminated, (ii) expiration of this TOU, or (iii) termination of any free or evaluation subscription period, Customer shall remove all Content and data from the Collaboration Solutions. Customer acknowledges and agrees that Autodesk also may delete the Content and data from the Collaboration Solutions (and all backups thereof), without further notice upon any termination or expiration of this TOU, and that Autodesk is not liable for any loss or damage which may be incurred by Customer, Users or any third parties as a result of such deletion.
Upon termination or expiration of this TOU for any reason, Customer shall cease to access the Collaboration Solutions. Upon termination or expiration of the TOU, all of Customer’s and each User’s rights hereunder shall cease. Autodesk may in its sole discretion make mutually agreed upon Content migration services available to Customer pursuant to a mutually agreed upon professional services agreement.
16. INDEMNITY.
Customer agrees to indemnify, defend and hold harmless Autodesk and its officers, directors, owners, agents, employees and suppliers (collectively, the "Autodesk Indemnified Parties") from all damages, losses, liability, costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by the Autodesk Indemnified Parties in connection with any third party claim against an Autodesk Indemnified Party arising out of or related to any claim that the Content or Customer’s or Users’ use of the Collaboration Solutions violates any applicable law, rule, regulation or the rights of any third party. Autodesk shall promptly notify Customer of any such claim and shall cooperate, at Customer’s expense, as reasonably required by Customer in the defense of any claim. Customer shall have the right to conduct the defense of any such claim, provided, however, that Autodesk shall have the right, at its own expense, to participate in the defense of any matter subject to indemnification hereunder, and Customer shall not settle any such claim without the consent of Autodesk. Autodesk reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer hereunder.
17. ADDITIONAL SERVICES.
17.1. Customer Support. Any Customer Support Services purchased by Customer are subject to the terms of Autodesk’s support policies, which are incorporated by reference into this TOU and are available for review on the Autodesk Collaboration Solutions Web page (or any successor or replacement Web page designated by Autodesk) located on Autodesk’s Website at www.autodesk.com.
17.2. Professional Services. The terms and conditions governing any consulting or professional services relating to the Collaboration Solutions, including, without limitation, customization, configuration, training or other professional services, are not included in this TOU and shall be mutually agreed upon the by the parties in a separate agreement.
18. ENTIRE AGREEMENT.
This document (including the documents incorporated by reference herein) contains the entire agreement and understanding between Customer or User and Autodesk concerning the subject matter of this TOU, and supersedes all other prior or contemporaneous communications, representations, advertising, discussions, negotiations, proposed agreements and all other agreements, whether written or oral for the Collaboration Solutions. Autodesk has not made and Customer has not relied upon any representations not expressly set forth in this document in making this TOU.
Autodesk may update or modify the terms of this TOU, the Acceptable Use Policy or its support policies at any time with or without notice, effective upon posting the updated version thereof on the Autodesk Collaboration Solutions Web page (or any successor or replacement Web page designated by Autodesk) located on Autodesk’s Website at www.autodesk.com. Customer and Users are responsible for regularly reviewing such updates. If Customer or User does not accept a modification by Autodesk to the TOU or its policies, Customer must notify Autodesk of its cancellation of its subscription to the Collaboration Solutions within thirty (30) days, and Customer or User must immediately discontinue accessing and using the Collaboration Solutions. If Customer or User continues to use the Collaboration Solutions, Customer and User will be deemed to have accepted the modifications.
19. GENERAL PROVISIONS.
19.1. Waiver/Severability.
No term or provision hereof will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against whom the waiver is asserted. No waiver (whether express or implied) will constitute a consent to, waiver of or excuse of any other, different or subsequent breach. If and to the extent any provision of this TOU is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and shall 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 shall not in any way affect the legality, validity, or enforceability of any other provision of this TOU in any other jurisdiction.
19.2. Force Majeure.
Except for the failure to make payments, neither party will be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from acts of God, war, terrorism or terrorist act, civil unrest, strikes, lockouts or other labor disturbances, failure or interruption of a third party internet connection(s) or infrastructure, supplier delay or other causes beyond the non-performing party’s reasonable control and not caused by the negligence of the non-performing party, provided that the non-performing party promptly notifies the other party of the delay and the cause thereof and promptly resumes performance as soon as it is reasonably possible to do so.
19.3. Independent Contractor.
In performing their respective duties under this TOU, each of the parties will be operating as an independent contractor. Nothing contained herein will in any way constitute any association, partnership, or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither of the parties will hold itself out in any manner that would be contrary to the provisions of this Section 19.3.
19.4. Governing Law, Jurisdiction and Venue.
The Collaboration Solutions are currently controlled by Autodesk and third party vendors from within the state of California, United States of America. By accessing or using the Collaboration Solutions, Customer agrees that the statutes and laws of the State of California, without regard to the conflicts of laws principles thereof, shall govern all matters relating to Customer’s access to, or use of, the Collaboration Solutions. Customer and Autodesk specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods. No choice of law rules of any jurisdiction apply. The parties hereby submit to the exclusive personal jurisdiction of and venue in the Superior Court of the State of California, County of Marin or County of Santa Clara, and the United States District Court for the Northern District of California in San Francisco in respect of all claims arising out of or related to the Collaborations Solutions and the TOU. The TOU is void where prohibited by law, and the right to access the Collaboration Solutions is hereby revoked in such jurisdictions.
19.5. Export.
In conformity with laws and regulations of the United States and other countries relating to international trade, Customer and its employees, agents and Users shall not disclose, export or re-export, directly or indirectly, any product, documentation or technical data (or direct products thereof) provided under this TOU or use the Collaborations Solutions to disclose, export or re-export any Content to any country, entity or other party which is ineligible to receive such items under U.S. laws and regulations as modified from time to time by the U.S. Department of Commerce or the U.S. Department of the Treasury or under other laws or regulations to which Customer may be subject. Customer shall be solely responsible for (i) complying with those laws and regulations and (ii) monitoring any modifications to them.
Autodesk makes no representation that the Collaboration Solutions or Content are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Collaboration Solutions or Content from other locations do so on their own initiative and risk, and are responsible for compliance with local laws.
19.6. Notices.
Notices to Autodesk under the TOU shall be sufficient only if in writing and transmitted via personal delivery or delivered by a major commercial rapid delivery courier service or by certified or registered mail, return receipt requested, to: Autodesk, Inc., Attention: Legal Department, 111 McInnis Parkway, San Rafael, California 94903. Neither party may make any public statement, press release, or other public announcement relating to the terms of or existence of the TOU or any relationship between the parties, without the prior written approval of the other party, except as required by law; provided, however, that Autodesk may identify Customer as a customer on any Autodesk customer list published orally, in print or electronically. The TOU is in the English language only, which language shall be controlling in all respects, and all versions hereof, in any other language, shall not be binding on the parties hereto. All communications and notices to be made or given pursuant to the TOU shall be in the English language only.
19.7. Links.
The Collaboration Solutions may contain links to third-party Web sites that are not under the control of Autodesk. When Customer accesses a non-Autodesk Web site, Customer does so at Customer’s own risk and Autodesk is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on these sites; or for the quality of any products or services available on such sites; or for any damage or loss caused or alleged to be caused through or in connection with use of or reliance on the content, goods, or services available on or through any such link, site, or resource.
19.8. Assignment.
Customer agrees that its rights and obligations under this TOU may not be transferred or assigned and its duties may not be delegated directly or indirectly without the prior written consent of Autodesk in its sole discretion. Autodesk may assign or otherwise transfer its rights and obligations to successors-in-interest (whether by purchase of stock or assets, merger, operation of law, or otherwise) of that portion of its business related to the subject matter hereof. Any attempted assignment in violation of this Section 19.8 shall be a material breach of this TOU and shall be void. Subject to the restrictions set forth in this Section 19.8, all of the terms and conditions of this TOU shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and permitted assigns of the parties hereto.