READ CAREFULLY: AUTODESK, INC. (“AUTODESK”) LICENSES THIS SOFTWARE AND THE AUTODESK CODE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”).
ATTENTION: THIS AGREEMENT SPECIFICALLY LIMITS AND RESTRICTS YOUR USE AND DISTRIBUTION OF THE WIRETAP SDK SOFTWARE, OR ANY PART THEREOF, THE DEVELOPED SOFTWARE (DEFINED BELOW), THE AUTODESK CODE (DEFINED BELOW) AND YOUR PRODUCT(S) (DEFINED BELOW).
BY SELECTING THE “I ACCEPT” BUTTON AT THE END OF THIS AGREEMENT OR BY COPYING, INSTALLING, UPLOADING, ACCESSING OR USING ALL OR ANY PORTION OF THE SOFTWARE YOU AGREE TO ENTER INTO THIS AGREEMENT. A CONTRACT IS THEN FORMED BETWEEN AUTODESK AND EITHER YOU PERSONALLY, IF YOU OBTAIN THE SOFTWARE FOR YOURSELF, OR THE COMPANY OR OTHER LEGAL ENTITY FOR WHICH YOU ARE OBTAINING THE SOFTWARE.
IF YOU DO NOT AGREE OR DO NOT WISH TO BIND YOURSELF OR THE ENTITY YOU REPRESENT: (A) DO NOT COPY, INSTALL, UPLOAD, ACCESS OR USE THE SOFTWARE; (B) SELECT “I REJECT” AT THE END OF THIS AGREEMENT (WHICH WILL CANCEL THE LOADING OF THE SOFTWARE); AND (C) WITHIN THIRTY (30) DAYS FROM THE DATE OF RECEIPT OF THE SOFTWARE, RETURN IT TO THE LOCATION FROM WHICH IT WAS OBTAINED.
COPYING OR USE OF THIS SOFTWARE, THE AUTODESK CODE OR ANY ACCOMPANYING DOCUMENTATION EXCEPT AS PERMITTED BY AGREEMENT IS UNAUTHORIZED AND CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT AND AN INFRINGEMENT OF THE COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS IN SUCH SOFTWARE, AUTODESK CODE AND DOCUMENTATION. IF YOU COPY OR USE ALL OR ANY PORTION OF THIS SOFTWARE OR ITS USER DOCUMENTATION WITHOUT ENTERING INTO THIS AGREEMENT OR OTHERWISE OBTAINING WRITTEN PERMISSION OF AUTODESK, YOU ARE VIOLATING COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAW. YOU MAY BE LIABLE TO AUTODESK AND ITS LICENSORS FOR DAMAGES, AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES.
1.1 “Autodesk Code” is defined in Section 4;
1.2 “Access” means to use or benefit from using the functionality of the Software.
1.3 “Computer” means 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.
1.4 “Developed Software” is defined in Section 2.2.1(ii).
1.5 “Install” means to place a single copy of Software onto a hard disk or other storage medium through any means (including, but not limited to, use of an installation utility application accompanying the Software).
1.6 “License Parameters” means the definition and limitation of the applicable license scope in Section 2.2 hereof.
1.7 “Modified Code(s)” means any modifications to the Sample Codes (defined below) solely to create an object code version of the Sample Code(s).
1.8 “Permitted Number” means a number relevant for the applicable License Parameters that Autodesk may specify in the applicable User Documentation. The Permitted Number is one (1) unless otherwise provided by Autodesk in writing.
1.9 “Software” means the Autodesk Wiretap SDK, which includes the software development kit (“SDK”), the Library in binary code format (“Library”), and sample code(s) in source code format (“Sample Code(s)”) in which this Agreement is embedded or that is delivered prepackaged with this Agreement. If programs are delivered to You as part of a software package that includes the term “series” in its title, the term Software shall include all programs delivered to You as part of that series.
1.10 “User Documentation” means the explanatory printed or electronic materials that Autodesk or its authorized distributor incorporates in or delivers in or on a package with the Software or sends to You on an invoice, via email, facsimile or otherwise after You obtain or Install the Software, including, but not limited to, license specifications, license files, instructions on how to use the Software, and/or technical specifications.
1.11 “You” means you personally (i.e., the individual who reads and is prompted to accept this Agreement) if you obtain the Software for yourself or the company or other legal entity for whom you obtain the Software.
1.12 “Your Product(s)” is defined in Section 2.2.1(ii).
1.13 “Your Site” means one (1) site or facility where You carry on business.
2. SOFTWARE LICENSE
2.1 License Grant. Autodesk grants You a non-sublicensable, non-exclusive, non-transferable, limited license to use a single copy of the Software, and to use the Autodesk Code as incorporated into or accessed by Your Products, at Your Site in accordance with the applicable User Documentation, within the scope of the License Parameters. Autodesk’s license grant is conditioned on Your continuous compliance with all license limitations and restrictions described in this Agreement. If You violate any of these limitations or restrictions, the license grant will automatically and immediately expire. The license descriptions in this Section 2 define the scope of rights that Autodesk grants to You. Any usage of the Software or the Autodesk Code outside the scope of the applicable license grant constitutes an infringement of Autodesk’s intellectual property rights as well as a material breach of this Agreement.
2.2 License Parameters. Autodesk’s license grant is subject to one or more of the License Parameters defined in this Section 2.2 and as specified in the User Documentation. Unless Autodesk expressly specifies or agrees otherwise in the User Documentation, all Software shall be governed solely by the license in Section 2.2.1.
2.2.1 License Grant.
(i) You may Install and Access the Software on one (1) or more individual Computer(s) at Your Site, which Computers may be connected to an internal network accessible solely at Your Site, in a manner that allows more than one (1) user at Your Site to Access, upload, operate, view or otherwise create or use a single copy of the Software.
(ii) Installation and Access to the Software pursuant to 2.2.1(i) shall be solely for Your following internal business purposes:
(y) (I) install and access the SDK for development, research or educational purposes to create a software product with the capability to read and/or write and/or translate Your files, which software product links to the Library (“Developed Software”); and/or
(II) reproduce the Library to link to the Developed Software; and/or
(III) incorporate the executable version of the Developed Software into the software products developed by You (“Your Product(s)”); and/or
(z) (I) incorporate the Modified Code(s) into; and/or
(II) link the Library, in binary code form to;
2.2.2 License Term. Subject to the terms and conditions of this Agreement, the license to use the Software and the Autodesk Code is perpetual, unless otherwise provided by Autodesk. Use of this Software and/or the Autodesk Code beyond the applicable license term, or any attempt to defeat the time-control disabling function in the Software is an unauthorized use and constitutes a material violation of this Agreement and intellectual property law.
3. PERMITTED AND PROHIBITED ACTIONS
3.1 Permitted Actions
3.1.1 Backup Copy. Regardless of which version of the Software You have obtained, You may Install one archival (backup) copy of the Software. Such archival copy may not be Installed on another Computer, unless such other Computer is a partitioned drive of a server to which only the user of the active copy of the Software can Access. In any event, the archival copy may not be Accessed as long as another copy of the Software is Installed on any Computer. Except as expressly permitted under Section 2.2: (a) if the User Documentation is in printed form, it may not be copied; and (b) if the User Documentation is in electronic form, it may not be duplicated electronically.
3.2 Prohibited Actions. Autodesk does not permit any of the following actions and You acknowledge that such actions shall be prohibited:
3.2.1 Use. You may not Install, Access or otherwise copy or use the Software, the Autodesk Code or User Documentation except as expressly authorized by this Agreement.
3.2.2 Reverse Engineering. You may not reverse engineer, decompile, or disassemble the Software.
3.2.3 Transfers. You may not distribute, rent, loan, lease, sell, sublicense, or otherwise transfer all or any portion of the Software, the Autodesk Code, User Documentation, or Your Product(s), in whole or in part, or any rights granted in this Agreement, to any other person without the prior written consent of Autodesk.
3.2.4 Hosting or Third Party Use. You may not Install or Access, or allow the Installation or Access of, the Software or any part thereof, over the Internet, including, without limitation, use in connection with a Web hosting or similar service, or make the Software available to third parties via the Internet on Your computer system or otherwise.
3.2.5 Notices. You may not remove, alter, or obscure any proprietary notices, labels, or marks from the Software or User Documentation. You may not use, reproduce or copy any Autodesk proprietary notices, labels, or trademarks, trade names or trade dress.
3.2.6 Modifications. Except as expressly provided otherwise in this Agreement, You may not modify, translate, adapt, arrange, or create derivative works based on the Software or User Documentation for any purpose.
3.2.7 Circumvention. You may not utilize any equipment, device, software, or other means designed to circumvent or remove any form of copy protection used by Autodesk in connection with the Software or the Autodesk Code, or use the Software or the Autodesk Code together with any, authorization code, serial number, or other copy protection device not supplied by Autodesk directly or through an authorized distributor.
3.2.8 Export. You may not export the Software, Autodesk Code or User Documentation.
3.2.9 Your Site. You may not use the Software, the Autodesk Code and User Documentation at a location other than Your Site.
3.2.10 EXCEPTIONS FROM PROHIBITIONS. THE PROHIBITIONS CONTAINED IN THIS SECTION 3.2 SHALL NOT APPLY TO ACTIONS THAT ARE EXPRESSLY AUTHORIZED UNDER MANDATORY LAW (INCLUDING, BUT NOT LIMITED, TO ACTIONS AUTHORIZED UNDER THE FAIR USE DOCTRINE IN SECTION 107 OF THE U.S. COPYRIGHT ACT AND LAWS IMPLEMENTING EC DIRECTIVE 91/250 ON THE LEGAL PROTECTION OF COMPUTER PROGRAMS) PROVIDED THAT YOU MAY NOT EXERCISE ANY RIGHTS ARISING UNDER SUCH MANDATORY LAWS UNLESS AND UNTIL YOU HAVE GIVEN THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO AUTODESK TO ALLOW AUTODESK, AT ITS SOLE DISCRETION, TO PROVIDE AN ALTERNATIVE REMEDY, E.G., INFORMATION NECESSARY TO ACHIEVE INTEROPERABILITY OF AN INDEPENDENTLY CREATED PROGRAM (INCLUDING WITHOUT LIMITATION YOUR PRODUCT) WITH THE SOFTWARE AND/OR THE AUTODESK CODE.
4. ALL RIGHTS RESERVED
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, TITLE, OWNERSHIP AND ALL RIGHTS AND INTEREST INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, IN AND TO: (I) THE SOFTWARE AND USER DOCUMENTATION AND ANY AUTHORIZED COPIES MADE BY YOU; (II) ANY OBJECT CODE COMPILED FROM MODIFICATIONS TO THE SAMPLE CODE(S); (III) THE MODIFIED CODES; (IV) THE DEVELOPED SOFTWARE; (COLLECTIVELY THE “AUTODESK CODE”) WHETHER OR NOT INCORPORATED INTO OR ACCESSED BY YOUR PRODUCT(S) REMAIN WITH AUTODESK AND ITS LICENSORS. THE STRUCTURE, ORGANIZATION, AND CODE OF THE SOFTWARE AND THE AUTODESK CODE ARE VALUABLE TRADE SECRETS OF AUTODESK AND ITS LICENSORS AND YOU SHALL KEEP SUCH TRADE SECRETS CONFIDENTIAL. THE SOFTWARE, AUTODESK CODE AND USER DOCUMENTATION ARE LICENSED, NOT SOLD.
5. WARRANTY AND DISCLAIMERS
5.1 Warranty. The Software is provided "AS IS" and without any warranty of any kind.
AUTODESK MAKES AND YOU RECEIVE NO EXPRESS WARRANTIES.
ANY STATEMENTS OR REPRESENTATIONS ABOUT THE SOFTWARE AND ITS FUNCTIONALITY IN THE USER DOCUMENTATION OR ANY COMMUNICATION WITH YOU CONSTITUTES TECHNICAL INFORMATION AND NOT AN EXPRESS WARRANTY OR GUARANTEE.
IN ADDITION, AUTODESK SPECIFICALLY DISCLAIMS ANY WARRANTY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, AUTODESK DOES NOT WARRANT: (A) THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE; (B) THAT FUTURE VERSIONS OF THE SOFTWARE, OR ANY PART THEREOF, IF ANY: (X) WILL CONTAIN FEATURES SIMILAR TO OR THE SAME AS THE SOFTWARE, OR ANY PART THEREOF; OR (Y) WILL BE COMPATIBLE WITH THE SOFTWARE OR ANY PARTS THEREOF; OR (Z) WILL BE COMPATIBLE WITH ANY OTHER AUTODESK SOFTWARE OR ANY PARTS THEREOF.
6.1 Functionality Limitations. COMPUTER-AIDED DESIGN SOFTWARE AND OTHER TECHNICAL SOFTWARE ARE TOOLS INTENDED TO BE USED BY TRAINED PROFESSIONALS ONLY. THEY ARE NOT SUBSTITUTES FOR YOUR PROFESSIONAL JUDGMENT. COMPUTER-AIDED DESIGN SOFTWARE AND OTHER TECHNICAL SOFTWARE ARE INTENDED TO ASSIST WITH PRODUCT DESIGN AND ARE NOT SUBSTITUTES FOR INDEPENDENT TESTING OF PRODUCT STRESS, SAFETY AND UTILITY. DUE TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE SOFTWARE, THE SOFTWARE HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE USED. AUTODESK SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE RESULTS OBTAINED THROUGH THE USE OF THE SOFTWARE. PERSONS USING THE SOFTWARE ARE RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT AND CONTROL OF THE SOFTWARE. THIS RESPONSIBILITY INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE SOFTWARE AND THE SELECTION OF THE SOFTWARE AND OTHER PROGRAMS TO ACHIEVE INTENDED RESULTS. PERSONS USING THE SOFTWARE ARE ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY AND ACCURACY OF ANY PROGRAM OUTPUT, INCLUDING ALL ITEMS DESIGNED BY USING THE SOFTWARE.
7. LIMITATION OF LIABILITY
IN NO EVENT SHALL AUTODESK OR ITS LICENSORS HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, REVENUE, DATA, OR COST OF COVER. IN ADDITION, IN NO EVENT SHALL THE LIABILITY OF AUTODESK OR ITS LICENSORS FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THIS AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU FOR THE SOFTWARE PRINCIPALLY RESPONSIBLE FOR SUCH DAMAGES. THE LIMITATIONS OF LIABILITY IN THIS SECTION 7 SHALL APPLY TO ANY DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, 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.
8. U.S. GOVERNMENT RESTRICTED RIGHTS
The Software and User Documentation are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 and 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Software and User Documentation are being provided to U.S. Government end users (1) only as a Commercial Item, and (2)With only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement. Manufacturer is Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903, USA.
9.1. No Assignment; Insolvency. This Agreement and any rights hereunder are non-assignable and any purported assignment shall be void. The Agreement and the licenses granted hereunder shall terminate without further notice or action by Autodesk if You become bankrupt or insolvent, make an arrangement with Your creditors or go into liquidation.
9.2. Choice of Law. This Agreement and any disputes arising out of or in connection with this Agreement shall be governed by California law without reference to conflict-of-laws principles and excluding the UN Convention on Contracts for the International Sale of Goods.
9.3 Entire Agreement. This Agreement and the applicable User Documentation constitute the entire agreement between us and supersede any other previous or contemporaneous communications, agreements, representations, or advertising with respect to the Software and User Documentation. Any modifications to this Agreement shall be invalid, unless made in a duly signed writing.
9.4 Severability. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof 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 Agreement in any other jurisdiction.
9.5 Audits. To ensure compliance with this Agreement, You agree that upon reasonable notice, Autodesk or Autodesk’s authorized representative shall have the right in inspect and audit Your Installation, Access and use of the Software and/or Autodesk Code. Any such inspection or audit shall be conducted during regular business hours at Your facilities or electronically. If such inspections or audits disclose that You have Installed, Accessed or permitted Access to the Software and/or the Autodesk Code on Computer(s) in a manner that is not permitted under this Agreement, then Autodesk may terminate this Agreement immediately and You are liable to pay for any unpaid license fees as well as the reasonable costs of the audit. Nothing in this section shall be deemed to limit any legal or equitable remedies available to Autodesk for violation of this Agreement or applicable law.
9.6 Language. The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations.
9.7 Canadian License. If You obtained the license for this Software 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.