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Autodesk Subscription Program Terms and Conditions

Your purchase of Subscriptions will be subject to the terms and conditions set out below,
and all Subscriptions purchased by you now or at any time hereafter will be subject to the
terms and conditions set out below, subject to the provisions of Section 8.9.

1. DEFINITIONS
The following Definition shall apply to the terms and conditions of your Subscriptions:
“Ancillary Product”: any product (other than an Extension or a Release) which Autodesk
may furnish to you from time to time as part of the Autodesk Subscription.
“Ancillary Services”: any services or benefits (other than, where applicable, delivery of an
Extension, Release or Ancillary Product or Support) which may be provided to you from time
to time as part of the Autodesk Subscription in your country, and which (where applicable)
are further described in Exhibit B and/or at the Autodesk Subscription Center
(http://www.autodesk.com/subscription) (or an Autodesk publication analogous
thereto) published and/or amended by Autodesk from time to time. Autodesk reserves the
right at its discretion to add or remove Ancillary Services to the Autodesk Subscription from
time to time, without prior notification to you, and to make them available only in English.
Some Ancillary Services may not be available for your Software Product.
“Autodesk”: the Autodesk company from whom, or doing business in the country of the
Reseller from whom (as the case may be) you purchased Subscriptions.
"Autodesk Software License": Autodesk Inc.’s standard end-user license agreement
included with each copy of a Software Program granting you a license to use that Software
Program.
"Autodesk Subscription": the Autodesk program and rules under which you can purchase
Subscriptions.
“Autodesk Subscription Center”: the website dedicated to the Autodesk Subscription .
“Business day”: a day which is not a Saturday, a Sunday or an Autodesk designated
holiday.
“Customer Information Form”: the form completed by you and submitted to a Reseller
or to Autodesk providing the information necessary to purchase Subscriptions.
“Effective Date”: the date described in Section 6.1.
"Extension": a license to use a modular addition to a Software Program incorporating
corrections, enhancements or Autodesk Subscription information which supplement and
enhance that Software Program.
"Release": a license to use a full commercial version of a Software Program incorporating
all Extensions relating to that Software Program offered by Autodesk since the preceding
version of that Software Program and which enhances or improves the functionality of the
preceding version of that Software Program, and for which Autodesk normally charges a fee.
A Release includes the documentation customarily provided by Autodesk with a Software
Program. A “Release” does not include: (a) an Extension; or (b) a future Autodesk computer
program that is a separate product and not a direct successor to a Software Program.
“Reseller”: a person or company that sells Subscriptions for a particular Software Program.
“Software Program”: a copy of an Autodesk Inc. computer program which you are
licensed by Autodesk Inc. to use and for which you have purchased Subscription.
“Subscription”: the entitlement to receive Extensions, Releases, Ancillary Products,
Ancillary Services and Support, if any, made available by Autodesk under the Autodesk
Subscription during the Term.
“Subscription Fee”: the fee paid by you for a Subscription.
“Support” means the support services more particularly described in Exhibit A.
“Term”: the term set out in Clause 6.1.
“User”: one (1) individual (per Software Program) designated by you as your
representative for submitting requests and eligible to receive answers to requests under
Support.
“You”: the individual or entity who purchases Subscriptions.

2. GRANT
2.1 Subscription Grant
Autodesk grants you a Subscription for each Software Program listed on your Customer
Information Form for the Term. Your use of Extensions, Releases 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 Software Program to which the Extension, Release or Ancillary Product relates. You
may only use an Extension or a Release to replace or supplement a prior version of the
Software Program. You may not distribute, rent, loan, sell, sublicense or otherwise transfer
or market any Extension, Release or Ancillary Product to any other person without
Autodesk’s prior written consent. If you wish to purchase a Subscription for any Software
Program licensed to you as part of a network version, then you must purchase a
Subscription for each license incorporated in that network version. To purchase a
Subscription, you must be registered with Autodesk as the holder of a copy of the most
current version of the Software Program which you wish to place under Subscription.

2.2 Support Grant
2.2.1 Autodesk shall provide Support for Software Programs, and Extensions and Releases
related to those Software Programs (referred to collectively as “Software”) to you via your
User only. Provision of Support shall be governed exclusively by these Terms and
Conditions. You may not transfer or market, or provide support to third parties using,
Support without the prior written consent of Autodesk.
2.2.2 Autodesk shall only be responsible for providing Support for: (a) the most current
Release of a Software Program; (b) any Extensions to that Release; and (c) the immediately
preceding Release of that Software Program, and then only for a period of six (6) months
after the date Autodesk makes the most current Release of that Software Program
commercially available.
2.2.3 Autodesk is not obliged to provide Support requested as a result of: (a) operation of
the computer on which Software is installed in environmental conditions outside those
prescribed by the computer manufacturer; (b) operation of the Software with a version of
the operating system software other than that specified by Autodesk; (c) failure to maintain
the computer on which Software is installed or used 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 Software; (e) Software serviced,
maintained or modified by anyone other than Autodesk or an Autodesk Authorized Reseller;
or (f) your computer hardware failing to meet the minimum specification prescribed by
Autodesk for use with the Software.
2.2.4 You must: (a) Ensure that your User submits Support requests in accordance with
these Terms and Conditions; and (b) at all times maintain Subscription for all licenses of
Software held by you.

2.3 Ancillary Services
Autodesk may provide Ancillary Services to you subject to and in accordance with these
terms and conditions and any supplementary terms and conditions and customer obligations
applicable to each type of Ancillary Service, which applicable supplementary terms and
conditions and customer obligations must be accepted by you prior to accessing and using
those Ancillary Services. Unless and until you accept the supplemental terms and conditions
applicable to a particular Ancillary Service, you agree that Autodesk is under no obligation
to provide such Ancillary Service to you.
AUTODESK DOES NOT GUARANTEE THAT IT WILL MAKE AVAILABLE, AND YOU
ACKNOWLEDGE THAT YOU MAY NOT RECEIVE, ANY EXTENSION, RELEASE,
ANCILLARY PRODUCT OR ANCILLARY SERVICE DURING THE TERM OF YOUR
SUBSCRIPTIONS.

3. PURCHASES; RENEWALS
3.1 Purchases. When you purchase Subscriptions, Autodesk will email, fax or mail you
instructions on how to access Autodesk Subscription information and Support on the
Autodesk Subscription Center, where you may confirm the Software Programs covered by
your Subscription by viewing a coverage report.
3.2 Renewals. Prior to expiration of your Subscriptions, you may purchase a renewal of
some or all of those Subscriptions for an additional term (“Renewal Term”) from a Reseller
or Autodesk. Unless otherwise agreed by Autodesk, if you do not purchase renewal for your
Subscriptions prior to expiration of the Term, your Subscriptions will automatically expire,
and you will no longer be able to renew those Subscriptions. Unless otherwise agreed by
Autodesk, if you wish to reinstate an expired Subscription, you must purchase both the
then-current Release and a Subscription for that Release. You may confirm the Software
Programs for which Subscription has been renewed by viewing the coverage report on the
Autodesk Subscription Center.

4. AUTODESK SUBSCRIPTION ADDITIONS
Subscriptions purchased for additional Software Programs shall be added to your Autodesk
Subscription account on a prorated annualized basis, rounded up or down (as determined by
Autodesk), and synchronized to the Effective Date of your Subscription or Subscription
renewal.

5. DELIVERY
Extensions, Releases or Ancillary Products shall at Autodesk’s discretion be (a) shipped to
you C.P.T. (Carriage Paid To) from Autodesk’s fulfillment facility the address specified on
your Customer Information form, or (b) shipped to you via an Autodesk authorized third
party or (c) available for download at the Autodesk Subscription Center. Autodesk will
notify you by email, fax or mail of availability of an Extension, Release, or Ancillary Product
and the delivery method. If Autodesk ships to you, it will make commercially reasonable
efforts to deliver within thirty (30) days of its notice, but shall not be liable for any losses or
expenses incurred by you as a result of late delivery.

6. TERM AND TERMINATION
6.1 Effective Date; Term. The effective date (“Effective Date”) of the initial term of
your Subscriptions will be (a) if you purchase Subscriptions directly from Autodesk, the date
Autodesk accepts your order, or (b) if you purchase Subscriptions from a Reseller, the date
confirmation of your purchase is received by Autodesk from an Autodesk authorized channel
partner. Renewal Terms of Subscriptions shall commence on an anniversary of the Effective
Date. The Initial Term of your Subscriptions will continue for one (1), two (2) or three (3)
Autodesk Subscription Terms and Conditions—North America
www.autodesk.com 4
years from the Effective Date, depending on the length of term for which you qualify, select
and purchase. Renewal Terms of your Subscriptions will continue for 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
endeavour to confirm your purchase within 48 hours after the Effective Date or relevant
anniversary of the Effective Date (as the case may be).
6.2 Each of Autodesk and you may immediately terminate your Subscriptions if either
party fails to perform its obligations under these terms and conditions and such failure
continues for thirty (30) days after written notice by the non-defaulting party.
6.3 Autodesk may suspend or terminate your Subscriptions if you fail to pay Autodesk or
your Reseller (as the case may be) for a Subscription or renewal in accordance with their
terms. Autodesk may terminate your Subscriptions at any time for convenience, in which
case Autodesk shall refund that proportion of the Subscription Fee you paid which equals
the unexpired portion of the then current term.

7. LIMITATION OF LIABILITY; NO WARRANTIES
IN NO EVENT WILL AUTODESK BE LIABLE FOR DAMAGES FOR FAILURE TO MANUFACTURE
OR MAKE COMMERCIALLY AVAILABLE EXTENSIONS, RELEASES, ANCILLARY PRODUCTS OR
ANCILLARY SERVICES OR SUPPORT DURING THE TERM OF YOUR SUBSCRIPTIONS. IN NO
EVENT SHALL AUTODESK BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE
GOODS OR SERVICES. IN NO EVENT WILL AUTODESK BE LIABLE FOR INDIRECT,
CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OR LOSS OF PROFIT, LOSS OF USE
OR LOSS OF DATA HOWSOEVER CAUSED OR ARISING. THE TOTAL CUMULATIVE
COLLECTIVE LIABILITY OF AUTODESK FOR ALL COSTS, LOSSES OR DAMAGES FROM ALL
CLAIMS, ACTIONS OR SUITS HOWSOEVER CAUSED OR ARISING FROM OR IN RELATION
TO YOUR SUBSCRIPTIONS HEREUNDER SHALL BE LIMITED TO YOUR DIRECT DAMAGES
AND SHALL NOT EXCEED THE SUBSCRIPTION FEES PAID BY YOU FOR THE SUBSCRIPTIONS
IN REPECT OF WHICH THE CLAIM ARISES. THESE LIMITATIONS WILL APPLY EVEN IF
AUTODESK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS LIMITATION
WILL APPLY EVEN IF AUTODESK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. YOU ACKNOWLEDGE THAT THE SUBSCRIPTION FEE REFLECTS THIS
ALLOCATION OF RISK.
AUTODESK SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM
LOSS OR THEFT OF ANY EXTENSION, RELEASE OR ANCILLARY PRODUCT. YOU ARE SOLELY
RESPONSIBLE FOR SAFEGUARDING EXTENSIONS, RELEASES AND ANCILLARY PRODUCTS
FROM LOSS OR THEFT AND FOR PROTECTING YOUR INVESTMENT THROUGH INSURANCE
OR OTHER APPROPRIATE MEANS.
Nothing contained in these terms and conditions limits Autodesk’s liability to you in the
event of death or personal injury resulting from Autodesk’s negligence. These limitations
shall be in addition to, and not in substitution for, the limitations of liability set out in any
applicable Autodesk License Agreement.
SAVE AS SET OUT IN ANY APPLICABLE AUTODESK LICENSE AGREEMENT, TO THE MAXIMUM
EXTENT PERMITTED BY LAW AUTODESK MAKES NO WARRANTIES, REPRESENTATIONS OR
CONDITIONS OF ANY KIND CONCERNING ANY EXTENSION, RELEASE, 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 SPECIFICALLY
DOES NOT WARRANT THAT: (A) SUPPORT WILL ENSURE THAT THE OPERATION OF
SOFTWARE WILL BE ERROR FREE OR UNINTERRUPTED; (B) ERRORS WILL BE CORRECTED;
(C) AUTODESK WILL RESOLVE ANY SUPPORT REQUEST BY A USER; OR (D) THAT ANY
RESOLUTION PROPOSED BY AUTODESK OF A SUPPORT REQUEST WILL MEET YOUR
EXPECTATIONS OR REQUIREMENTS. NOTHING IN THESE TERMS AND CONDITIONS
RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY
LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED.

8. GENERAL
8.1 Governing Law. The rights and obligations of the parties under these terms and
conditions shall be governed by and construed : (a) if you purchase Subscriptions in
Canada, Mexico or the United States of America, according to the laws of the State of
California (excluding rules regarding conflicts of law) and the United States of America, and
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 the United States District Court for the
Northern District of California in San Francisco; or (b) if you purchase Subscriptions in any
other country, under the laws of the country of Autodesk’s registered place of business, and
you submit to the jurisdiction of the courts in that country for the adjudication of any
dispute arising under these terms and conditions. Regardless of where you purchase
Subscriptions: (a) you hereby consent to service of process being effected upon you by
registered mail sent to the address set forth on your Customer Information Form; and (b)
Notwithstanding the foregoing, prior to submission of any dispute arising under your
Subscriptions or these terms and conditions to the courts for adjudication, Autodesk and
you shall try to settle any such disputes.

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; Modification; Waiver. You may not assign any right or license or
delegate any duty under these terms and conditions without Autodesk’s prior written
consent. Autodesk may assign or sub-contract any of its rights or obligations hereunder. No
modification of these terms and conditions or waiver of rights will be effective unless agreed
in writing by the party to be charged. Waiver of any breach or default will not constitute
waiver of any other right under these terms and conditions or any subsequent breach or
default.

8.4 United States Export Controls. U.S. law prohibits or restricts distribution, export
or re-export of an Extension, Release, Ancillary Product or Ancillary Service or technical data
or Support to (a) Cuba, Iran, Libya, Sudan, or any other embargoed country, (b) any
destination requiring a license from the United States Government unless such license is
obtained; or (c) persons or organizations on the U.S. Table of Denial Orders, the Entity List,
or the List of Specially Designated Nationals and Blocked Persons. By purchasing a
Subscription you certify that you are neither a citizen of Cuba nor a resident of any
embargoed country nor an individual on the Table of Denial Orders, Entity List, or List of
Specially Designated Nationals and Blocked Persons nor a representative or employee of
any organization on any of these denial lists.

8.5 Entire Agreement; Severability. Unless explicitly specified herein, these terms
and conditions, and any documents they refer to constitute the entire agreement between
the parties concerning Subscriptions and merges and supercedes any prior or
contemporaneous agreements, discussions, or understandings. In the event of a conflict
between Autodesk supplementary terms and conditions and those contained herein, the
supplementary terms and conditions shall apply. Terms stipulated by you on any purchase
of Subscriptions or in any Subscription-related communication by you which purport to vary
these terms and conditions shall be void and of no effect unless agreed in a writing signed
by an authorized representative of Autodesk or notified to you by Autodesk in accordance
herewith. If a court of competent jurisdiction determines in a final non-appealable
judgement 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 ad conditions will remain in full force and effect.

8.6 Notices. Notices shall be in writing and may be sent by mail or electronic mail.
Notices from Autodesk to you shall be effective 1) in the case of notices by email when sent
to the email address set out on your Customer Information Form or 2) 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. Notices from you to Autodesk shall be effective when sent (and received
by Autodesk) via electronic mail to: If you purchased Subscriptions in North America or
South America, subscription-team@autodesk.com; if you purchased Subscriptions in
Europe, Africa or the Middle East, EMEAsubscriptions@autodesk.com; or if you purchased
Subscriptions in the Asia-Pacific Region, ap.subscriptions@autodesk.com

8.7 Privacy. You consent to Autodesk maintaining and using the details provided by you
on your Customer Information Form (and/or any other details provided by you hereunder)
in accordance with Autodesk’s then current Privacy Policy (including transferring those
details to Autodesk contractors outside of the EU solely for Autodesk processing purposes)
in order to meet its obligations to you hereunder. Autodesk's current Privacy Policy can be
reviewed at http://www.autodesk.com/privacy and/or is available from your local Autodesk
office.

8.8 Survival. Sections 7 and 8 of these terms and conditions shall survive termination
of all or any of your Subscriptions.

8.9 Revised Terms and Conditions. Autodesk may revise these terms and conditions,
supplementary terms and conditions, and Ancillary Services at any time and will notify you
by email of any such revision. If you do not accept said revisions, you must notify Autodesk
in writing within 30 (thirty) days of the date of Autodesk’s notification to you. If you do so
notify Autodesk, your existing Subscriptions will continue to be governed by these terms
and conditions until the end of their then current Term, at which time your Subscriptions
shall expire. If you do not so notify Autodesk, or if you place new orders for, or renew your
Subscriptions, you will be deemed to have accepted the revisions for all your Subscriptions.
Notwithstanding the foregoing, in the event Autodesk revises these terms and conditions,
supplementary terms and conditions or Ancillary Services, you will not be entitled to any
additional benefits or services offered thereunder absent the payment to Autodesk of the
appropriate fee related to said revision, if any.

EXHIBIT A - SUPPORT SERVICES

Users:
(1) Must submit requests in either English or Spanish, if you purchase Subscriptions in
Mexico, Central America or South America;
(2) Must submit requests in English or French if you purchase subscriptions in the United
States or Canada;
(3) Must submit requests in one of the following languages: English, French, Italian,
German, Spanish, if you purchase Subscriptions in Europe, Africa or the Middle East;
(4) Must submit requests in one of the following languages: English, Japanese, Chinese,
Korean, if you purchase Subscriptions in the Asia Pacific Region. Requests will be answered
in the language of the request;
(5) May submit Support requests (“requests”), but all requests must relate solely to your
use of the Software covered by Support.
(6) Must submit requests only via the Autodesk Subscription Center, following the
instructions and procedures stated there.

Autodesk will:
(1) Provide Support to you via the User during the hours of 9 am to 5 pm local time on
Business Days.
(2) Respond to a request properly submitted by a User within two (2) business hours on a
Business Day from the date and time that request was submitted by posting responses to
the Autodesk Subscription Center and notify the User by email when a response to a
request has been posted. Autodesk support staff may elect to contact Users by email or
telephone to facilitate resolution of specific issues. This response will consist either of: (a) a
suggested problem resolution; (b) a request for more detailed information or clarification
which will enable Autodesk to determine the appropriate course of action; or (c) in the case
of a request which in Autodesk’s sole discretion requires extensive research or escalation, a
notification of the estimated time to provide the User with either further information or a
resolution or a workaround, as appropriate.
(3) Make reasonable commercial efforts to resolve within three (3) Business Days any
request by a User which does not require escalation to Autodesk’s product development
staff for resolution.
(4) Accept and respond to requests from a User arising from: (a) installation, including
installation of license administration tools, configuration and troubleshooting of Software;
and (b) customization of Software using uncompiled macro languages such as LISP and VBA
insofar as the macro language commands and functions do not perform as documented.
Autodesk will not accept or respond to requests from a User arising from any scripting or
programming issues or issues related to third party applications, peripherals or operating
systems.
(5) Make reasonable commercial efforts to resolve all requests submitted by Users within
the time stated in this Exhibit and in a workmanlike manner. However, AUTODESK MAKES
NO WARRANTY AS TO ANY PROPOSED RESOLUTION OF A REQUEST. ALL SUPPORT
PROVIDED BY AUTODESK UNDER THE SUBSCRIPTION SHALL BE SUBJECT TO THE
PROVISIONS OF SECTION 7 OF THESE TERMS AND CONDITIONS.
Supported Software Programs:
Autodesk Subscription Terms and Conditions—North America
www.autodesk.com 8
Unless other wise agreed by Autodesk in writing, Support is available only for those
qualifying Software Programs listed on the Autodesk Subscription Center
(http://www.autodesk.com/subscription) and not for any other software programs.

EXHIBIT B – ANCILLARY SERVICES

1. E-Learning: You may access Autodesk’s self paced e-learning modules available
through the Subscription Center
(http://www.autodesk.com/subscriptionlogin ) and made available by
Autodesk from time to time.

Complete Ancillary Service descriptions offered by Autodesk under the Autodesk
Subscription from time to time are available on the Autodesk Subscription Center
(http://www.autodesk.com/subscription).

Ancillary Service Description for e-Learning
Autodesk® e-Learning provides concise, self-paced lessons for some of the Autodesk
products provided through the Autodesk Subscription Program. All lessons have been
selected by experts in their respective industries in an effort to address training needs for
critical application functions and industry practices.

e-Learning lessons can be accessed anytime through the Internet via the Autodesk
Subscription Center (http://www.autodesk.com/subscriptionlogin). They provide a
convenient way for users to develop their skills and improve productivity. Autodesk e-
Learning has been especially designed to interactively challenge and enhance the user’s
knowledge.

Many of the lessons also give the user the ability to evaluate his or her skills both before
and after taking a lesson. Based on the results of the evaluation, the user can determine
the lessons that will help address the gaps in his or her knowledge and skills, focusing the
users learning and saving time.

Users accesses e-Learning through the Autodesk Subscription Center. (The users are the
same individuals that you have designated for Support.) Depending on the Autodesk
products that you purchase, users may have access to one or more of the available catalogs
of e-Learning lessons. Catalogs are a collection of one or more e-Learning lesson based on
an Autodesk software program and its version. The most recent catalogs related to your
Subscription(s) can be viewed at the Autodesk Subscription Center
(http://www.autodesk.com/subscriptionlogin). All lessons are in English unless
otherwise specified on the catalogs. From time to time, Autodesk may add new lessons to
existing catalogs or introduce catalogs for new releases. In this way, users may continually
improve their skills.

Access to and use of some e-Learning lessons may require additional software that may
made available to you by Autodesk via download from web, subject to the applicable license
terms and conditions.

You may not copy the e-Learning lessons or otherwise make them available to others. ELearning
lessons are intended for individual use only. Title and copyright to the e-Learning
lessons are and remain the sole property of Autodesk. All rights reserved.

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