Autodesk
LICENSE AND SERVICES AGREEMENT
READ CAREFULLY: AUTODESK LICENSES THE SOFTWARE AND OTHER LICENSED MATERIALS
ONLY ON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS CONTAINED OR REFERENCED IN
THIS AGREEMENT.
By selecting the “I accept” button or other button or mechanism designed to acknowledge agreement to the terms of
an electronic copy of this Agreement, or by installing, downloading, accessing, or otherwise copying or using all or
any portion of the Autodesk Materials, (i) you accept this Agreement on behalf of the entity for which you are
authorized to act (e.g., an employer) and acknowledge that such entity is legally bound by this Agreement (and you
agree to act in a manner consistent with this Agreement) or, if there is no such entity for which you are authorized to
act, you accept this Agreement on behalf of yourself as an individual and acknowledge that you are legally bound by
this Agreement, and (ii) you represent and warrant that you have the right, power and authority to act on behalf of and
bind such entity (if any) or yourself. You may not accept this Agreement on behalf of another entity unless you are an
employee or other agent of such other entity with the right, power and authority to act on behalf of such other entity.
If Licensee is unwilling to accept this Agreement, or you do not have the right, power and authority to act on behalf of
and bind such entity or yourself as an individual (if there is no such entity), (a) DO NOT SELECT THE “I ACCEPT”
BUTTON OR OTHERWISE CLICK ON ANY BUTTON OR OTHER MECHANISM DESIGNED TO ACKNOWLEDGE
AGREEMENT, AND DO NOT INSTALL, DOWNLOAD, ACCESS, OR OTHERWISE COPY OR USE ALL OR ANY
PORTION OF THE AUTODESK MATERIALS; AND (b) WITHIN THIRTY (30) DAYS FROM THE DATE OF
ACQUIRING THE AUTODESK MATERIALS, LICENSEE MAY RETURN THE AUTODESK MATERIALS
(INCLUDING ANY COPIES) TO THE ENTITY FROM WHICH THEY WERE ACQUIRED FOR A REFUND OF THE
APPLICABLE LICENSE FEES PAID BY THE LICENSEE.
The words “Autodesk", “Agreement” and “Licensee” and other capitalized terms used in this Agreement are defined
terms. The definitions can be found in Exhibit A (if the terms are not defined in the main body of the Agreement).
1. License
1.1 License Grant. Subject to and conditioned on Licensee’s continuous compliance with this Agreement and
payment of the applicable fees, Autodesk grants Licensee a nonexclusive, nonsublicensable, nontransferable, limited
license to Install and Access the Licensed Materials, in each case solely (a) in the Territory, (b) within the scope of
the License Type and Permitted Number specified in the applicable License Identification, and (c) in accordance with
the other terms of this Agreement. Various License Types are described in Exhibit B. In any case where the License
Identification does not specify a License Type or Permitted Number, or there is no License Identification, the License
Type will, by default, be the Evaluation License and the Permitted Number will, by default, be one (1).
1.2 Upgrades and Previous Versions.
1.2.1 Effect of Upgrades. If Autodesk or a Reseller provides Licensee with an Upgrade to other Licensed Materials
previously licensed to Licensee, the Licensed Materials previously licensed to Licensee and any other Autodesk
Materials relating thereto will thereafter be deemed to be a “Previous Version.” Except as set forth in Section 1.2.2
(Exception for Relationship Program Licensees), the license grant and other rights with respect to any Previous
Version will terminate one hundred twenty (120) days after Installation of the Upgrade. Within such one hundred
twenty (120) day period, except as set forth in Section 1.2.2 (Exception for Relationship Program Licensees), (a)
Licensee must cease all use of any Previous Version and Uninstall all copies of the Previous Version, and (b) upon
expiration of such period, such Previous Version will no longer constitute Licensed Materials but rather will be
deemed to be Excluded Materials and Licensee will no longer have a license for any such Previous Version. At
Autodesk’s request, Licensee agrees to destroy or return to Autodesk or the Reseller from which they were acquired
all copies of the Previous Version. Autodesk reserves the right to require Licensee to show satisfactory proof that all
copies of any Previous Version have been Uninstalled and, if so requested by Autodesk, destroyed or returned to
Autodesk or the Reseller from which they were acquired.
1.2.2 Exception for Relationship Program Licensees. The termination of rights as to Previous Versions described in
Section 1.2.1 (Effect of Upgrades) may not apply to Licensee if and to the extent (a) Licensee participates in a
