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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
Relationship Program and the Relationship Program Terms authorize Licensee to
retain such Previous Versions or (b) otherwise authorized in writing by
Autodesk.

1.3 Additional Terms. The Licensed Materials (or portions thereof) may be
subject to terms (e.g., terms accompanying such Licensed Materials or made
available in connection with ordering, installing, downloading, accessing,
using or copying such Licensed Materials) that are in addition to or different
from the terms set forth in this Agreement, and Licensee agrees to comply with
such terms.

1.4 Other Materials. If Autodesk provides or makes available to Licensee any
additional materials associated with the Licensed Materials, including any
corrections, patches, service packs, updates or upgrades to, or new versions
of, the Licensed Materials (including Upgrades) or any Supplemental Materials
or User Documentation for the Licensed Materials, (a) such additional materials
may include or be subject to other terms in addition to or different from the
terms set forth in this Agreement (including, without limitation, additional or
different fees, license terms, or restrictions on use), and Licensee agrees to
comply with such terms, or (b) if there are no other terms for such additional
materials, they will (except as otherwise provided by Section 1.2 (Upgrades and
Previous Versions)) be subject to the same terms (including, without
limitation, the licenses, applicable License Type and Permitted Number, and
other terms of this Agreement) as the Licensed Materials to which such
additional materials apply. In no event will the foregoing result in any rights
with respect to Excluded Materials.

1.5 Authorized Users. Licensee may permit the Licensed Materials to be
Installed and/or Accessed only by Licensee?s Personnel (except as otherwise
designated in the applicable License Type), and any such Installation or Access
will be subject to any other requirements imposed by this Agreement and the
applicable License Type and Permitted Number. Licensee will be responsible for
compliance with this Agreement by Licensee?s Personnel and any other persons
who may have Access to the Autodesk Materials through Licensee (whether or not
such Access is authorized by Autodesk or within the scope of the applicable
License Type and Permitted Number).

1.6 Third-Party Licensed Materials. The Autodesk Materials may contain or be
accompanied by third-party software, data or other materials that are subject
to and provided in accordance with terms that are in addition to or different
from the terms set forth in this Agreement. Such terms may be included or
referenced in or with such third-party software, data or other materials (e.g.,
in the ?About box?) or a web page specified by Autodesk (the URL for which may
be obtained on Autodesk?s website or on request to Autodesk). Licensee agrees
to comply with such terms. In addition, Licensee will take sole responsibility
for obtaining and complying with any licenses that may be necessary to use
third-party software, data or other materials that Licensee uses or obtains for
use in conjunction with the Licensed Materials. Licensee acknowledges and
agrees that Autodesk has no responsibility for, and makes no representations or
warranties regarding, such third-party software, data or other materials or
Licensee?s use of such third-party software, data or other materials.

1.7 Relationship Programs. Autodesk may offer to Licensee, and (if so) Licensee
may participate in one (1) or more Relationship Programs applicable to the
Licensed Materials licensed to Licensee under this Agreement (and such
Relationship Programs may include rights in addition to or different from those
set forth in this Agreement). Any Relationship Programs are subject to
Autodesk?s terms therefor, which terms are set forth in the applicable
Relationship Program Terms. Licensee agrees that if it requests, accepts, or
makes use of any Relationship Program, Licensee will be bound by such terms, as
they may be modified from time to time in accordance with the applicable
Relationship Program Terms (and such terms, as so modified from time to time,
are a part of and incorporated by reference into this Agreement), and Licensee
agrees to comply with such terms. Licensee acknowledges that Autodesk may
require a further acceptance of such terms as a condition to participation in a
Relationship Program.

1.8 Services. Autodesk may provide, and Licensee may elect to receive or
benefit from, certain Services from time to time. Any Services are subject to
Autodesk?s terms therefor, which terms are set forth in the applicable Services
Terms. Licensee agrees that if it requests, accepts, or makes use of any
Services, Licensee will be bound by such terms, as they may be modified from
time to time in accordance with the applicable Services Terms (and such terms,
as so modified from time to time, are a part of and incorporated by reference
into this Agreement), and Licensee agrees to comply with such terms. Licensee
acknowledges that Autodesk may require a further acceptance of such terms as a
condition to providing Services.

1.9 Archival Copy. Licensee?s license under Section 1.1 (License Grant)
includes the right to make a single archival copy of the Licensed Materials in
the Territory, provided that (a) the single-copy limitation will not apply to
copies made as an incidental part of a routine backup of Licensee?s entire
computer system on which the Licensed Materials are Installed in accordance
with this Agreement, where such backup includes the making of copies of
substantially all other software on such computer system and (b) any archival
copy may be Accessed or Installed (other than on a backup storage medium from
which the Licensed Materials cannot be Accessed) only when and for so long as
the primary copy of the Licensed Materials is inaccessible and inoperable.
Copies of the Licensed Materials that are Installed and are in excess of the
Permitted Number at any time while the primary copy of the Licensed Materials
is also Accessible are not "archival copies" as permitted under this Section
1.9 (Archival Copy).

1.10 Nature of Licenses. Licensee acknowledges and agrees that when Licensee
acquires a license of Licensed Materials, (including through a Relationship
Program or Services), Licensee?s acquisition is neither contingent on the
delivery of any future features or functionality nor subject to any public or
other comments (oral, written or otherwise) made by Autodesk regarding future
features or functionality.

1.11 APIs. Licensee acknowledges and agrees that any API Information and
Development Materials (unless otherwise specified by Autodesk in additional or
different terms associated with such API Information or Development Materials)
(a) are confidential and proprietary to Autodesk, (b) may not be distributed,
disclosed or otherwise provided to third parties, (c) may be used only
internally and only in conjunction with and for Licensee?s own authorized
internal use of the Licensed Materials to which the API Information or
Development Materials relate, such as the development and support of
applications, modules and components to operate on or with such Licensed
Materials, and (d) may only be Installed on the same Computer(s) where such
Licensed Materials are permitted to be Installed. Notwithstanding the foregoing
or Section 3 (All Rights Reserved), if Licensee develops any such applications,
modules and components in accordance with this Agreement, nothing in this
Agreement will prohibit Licensee from using such applications, modules and
components with (and porting such applications, modules and components to)
other software and hardware (including the software and hardware of third
parties), if such applications, modules and components (i) do not incorporate
or embody any Development Materials or other Autodesk Materials (other than the
API Information that was used in the development thereof in accordance with
this Agreement) and (ii) do not disclose the API Information. For purposes of
this Section 1.11 (APIs), (A) ?API Information? means the standard applications
programming interface (?API?) information generally provided by Autodesk to
licensees of the Licensed Materials that specifies the requirements for
interfacing to (e.g., invoking or directing the functions of) the software
included in such Licensed Materials; and (B) ?Development Materials? means SDKs
and other toolkits, libraries, scripts, reference or sample code, and similar
developer materials included in the Licensed Materials. API Information does
not include any implementation of such interface information, any Development
Materials, or any other software, module or component.

2. License Limitations; Prohibitions

2.1 Limitations and Exclusions.

2.1.1 No License Granted; Unauthorized Activities. The parties acknowledge and
agree that, notwithstanding anything to the contrary in this Agreement, no
license is granted (whether expressly, by implication or otherwise) under this
Agreement (and this Agreement expressly excludes any right) (a) to Excluded
Materials, (b) to any Autodesk Materials that Licensee did not acquire lawfully
or that Licensee acquired in violation of or in a manner inconsistent with this
Agreement, (c) for Installation of or Access to the Licensed Materials beyond
the applicable license term (whether a fixed term or Relationship Program
period or term) or outside the scope of the applicable License Type or
Permitted Number, (d) for Installation of the Licensed Materials on any
Computer other than a Computer owned or leased, and controlled, by Licensee,
unless otherwise authorized in writing by Autodesk, (e) to distribute, rent,
loan, lease, sell, sublicense, transfer or otherwise provide all or any portion
of the Autodesk Materials to any person or entity except as expressly set forth
in this Agreement or as expressly authorized in writing by Autodesk, (f) to
provide or make available any features or functionality of the Autodesk
Materials to any person or entity (other than to and for Licensee itself for
the purpose specified in the applicable License Type), whether or not over a
network and whether or not on a hosted basis, (g) except as otherwise expressly
provided with respect to a specific License Type, to Install or Access or allow
the Installation of or Access to the Autodesk Materials over the Internet or
other non-local network, including, without limitation, use in connection with
a wide area network (WAN), virtual private network (VPN), virtualization, Web
hosting, time-sharing, service bureau, software as a service, cloud or other
service or technology, (h) to remove, alter or obscure any proprietary notices,
labels or marks in the Autodesk Materials, (i) to decompile, disassemble or
otherwise reverse engineer the Autodesk Materials, or (j) to translate, adapt,
arrange, or create derivative works based on, or otherwise modify the Autodesk
Materials for any purpose.

2.1.2 Licensed Materials as a Single Product. The Licensed Materials are
licensed to Licensee as a single product and the applicable components may not
be separated for Installation or Access (and all such components must be
Installed and Accessed on the same Computer except as authorized in writing by
Autodesk).

2.1.3 Territory. Except as otherwise authorized in writing by Autodesk, the
licenses granted in this Agreement are granted only for the Territory. Nothing
in this Agreement permits Licensee (including, without limitation, Licensee?s
Personnel, if any) to Install or Access the Licensed Materials outside of the
Territory.

2.1.4 Effect of Unauthorized Use. Licensee will not engage in, and will not
permit or assist any third party to engage in any of the uses or activities
prohibited (or any uses or activities inconsistent with the limitations
described) in this Section 2.1 (Limitations and Exclusions) (collectively,
?Unauthorized Uses?). Any such Unauthorized Use, and any Installation of or
Access to the Licensed Materials provided under this Agreement, outside of the
scope of the applicable license grants (including, without limitation, outside
the applicable License Type and/or Permitted Number) or otherwise not in
accordance with this Agreement, constitute or result in infringement of
Autodesk?s intellectual property rights as well as a breach of this Agreement.
Licensee will notify Autodesk promptly of any such Unauthorized Uses or other
unauthorized Installation or Access.

2.2 Circumvention.

2.2.1 Licensee may not (i) utilize any equipment, device, software, or other
means to (or designed to) circumvent or remove any form of technical protection
used by Autodesk in connection with the Autodesk Materials, or (ii) Install or
Access the Autodesk Materials with any product code, authorization code, serial
number, or other copy-protection device not supplied by Autodesk directly or
through a Reseller. Without limitation of the generality of the foregoing,
Licensee may not utilize any equipment, device, software, or other means to (or
designed to) circumvent or remove the Autodesk License Manager or any tool or
technical protection measure provided or made available by Autodesk for
managing, monitoring or controlling Installation of or Access to Autodesk
Materials.

2.2.2 Licensee may not utilize any equipment, device, software, or other means
to (or designed to) circumvent or remove any usage restrictions, or to enable
functionality disabled by Autodesk, in connection with the Excluded Materials.
Licensee may not bypass or delete any functionality or technical limitations of
the Autodesk Materials that (or that are designed to) prevent or inhibit the
unauthorized copying of, Installation or Access to the Excluded Materials.

3. All Rights Reserved

Autodesk and its licensors retain title to and ownership of, and all other
rights with respect to, the Autodesk Materials and all copies thereof,
including, without limitation, any related copyrights, trademarks, trade
secrets, patents, and other intellectual property rights. Licensee has only the
limited licenses granted with respect to the Licensed Materials expressly set
forth in this Agreement, and Licensee has no other rights, implied or
otherwise. Licensee acknowledges and agrees that the Autodesk Materials are
licensed, not sold, and that rights to Install and Access the Licensed
Materials are acquired only under the license from Autodesk. The structure and
organization of Software included in the Autodesk Materials, any source code or
similar materials relating to such Software, any API Information and
Development Materials (both as described in Section 1.11 (APIs)), and any other
Licensed Materials identified as confidential or proprietary are valuable trade
secrets of, and confidential and proprietary information of, Autodesk and its
suppliers, and (a) may not be distributed, disclosed or otherwise provided to
third parties, and (b) may be used only internally and only in conjunction with
and for Licensee?s own authorized internal use of the Licensed Materials.

4. Privacy; Use of Information; Connectivity

4.1 Privacy and Use of Information. Licensee acknowledges and agrees that
Licensee (and third parties acting on Licensee?s 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
Licensee (including, without limitation, personal information) and Licensee?s
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 Autodesk Materials, Relationship
Programs and Services and managing the relationship with Licensee. Licensee
hereby consents 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://usa.autodesk.com/
privacy/. Without limitation of the generality of the foregoing, Licensee
acknowledges and agrees that: (a) Autodesk may from time to time prompt
Licensee (and third parties acting on Licensee?s 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 Licensee?s use of
Autodesk Materials, Relationship Programs, and Licensee?s support requests, to
Autodesk subsidiaries and affiliates, Resellers and other third parties in
connection with the provision, maintenance, administration or usage of Licensed
Materials, Relationship Programs or Services or in connection with enforcement
of any agreements relating to Licensed Materials, Relationship Programs or
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 Licensee than the jurisdiction in which Licensee is
domiciled. Licensee acknowledges and agrees 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, Licensee will be subject to such
changes.

4.2 Connectivity. Certain Licensed Materials may facilitate or require
Licensee?s 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 Licensed Materials on Licensee?s Computer even though hosted
on such websites. Accessing such content or services and use of Licensed
Materials may cause Licensee?s 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 Licensee with additional information, features and
functionality or to validate that the Licensed Materials and/or content or
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 this Section 4 (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 Licensee 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 Licensee 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.

5. Limited Warranty and Disclaimers

5.1 Limited Warranty. Autodesk warrants that, as of the date on which the
Licensed Materials are delivered to Licensee and for ninety (90) days
thereafter or if the license term is shorter, such shorter period (?Warranty
Period?), the Licensed Materials will provide the general features and
functions described in the User Documentation portion of the Licensed
Materials. Autodesk's entire liability and Licensee?s exclusive remedy during
the Warranty Period (?Limited Warranty?) will be, with the exception of any
statutory warranty or remedy that cannot be excluded or limited under law, at
Autodesk's option, (i) to attempt to correct or work around errors, if any, or
(ii) to refund the license fees, if any, paid by Licensee and terminate this
Agreement or the license specific to such Licensed Materials. Such refund is
subject to the return, during the Warranty Period, of the Autodesk Materials,
with a copy of Licensee?s License Identification, to Licensee?s local Autodesk
office or the Reseller from which Licensee acquired the Autodesk Materials. THE
LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES LICENSEE SPECIFIC LEGAL
RIGHTS. LICENSEE MAY HAVE ADDITIONAL LEGAL RIGHTS UNDER LAW WHICH VARY FROM
JURISDICTION TO JURISDICTION. AUTODESK DOES NOT SEEK TO LIMIT LICENSEE?S
WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW.

5.2 Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN SECTION 5.1
(LIMITED WARRANTY), AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
AUTODESK AND ITS SUPPLIERS MAKE, AND LICENSEE RECEIVES, NO WARRANTIES,
REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR NONINFRINGEMENT, OR WARRANTIES OTHERWISE IMPLIED BY
STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE) WITH RESPECT TO ANY
AUTODESK MATERIALS, RELATIONSHIP PROGRAMS, OR SERVICES (PURSUANT TO A
RELATIONSHIP PROGRAM OR OTHERWISE). ANY STATEMENTS OR REPRESENTATIONS ABOUT THE
AUTODESK MATERIALS, RELATIONSHIP PROGRAMS OR SERVICES AND THEIR FEATURES OR
FUNCTIONALITY IN THE LICENSED MATERIALS OR ANY COMMUNICATION WITH LICENSEE ARE
FOR INFORMATION PURPOSES ONLY, AND DO NOT CONSTITUTE A WARRANTY,
REPRESENTATION, OR CONDITION. WITHOUT LIMITING THE FOREGOING, AUTODESK DOES NOT
WARRANT: (a) THAT THE OPERATION OR OUTPUT OF THE LICENSED MATERIALS OR SERVICES
WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, RELIABLE, OR COMPLETE,
WHETHER OR NOT UNDER A RELATIONSHIP PROGRAM OR SUPPORT BY AUTODESK OR ANY THIRD
PARTY; (b) THAT ERRORS WILL BE CORRECTED BY AUTODESK OR ANY THIRD PARTY; OR (c)
THAT AUTODESK OR ANY THIRD PARTY WILL RESOLVE ANY PARTICULAR SUPPORT REQUEST OR
THAT SUCH RESOLUTION WILL MEET LICENSEE?S REQUIREMENTS OR EXPECTATIONS. 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.

6. Warnings

6.1 Functionality Limitations. The Licensed Materials and Services (except for
Licensed Materials designed for non-commercial use, such as Autodesk Materials
designed to be used for household or other consumer purposes or licensed only
for purposes of educational or individual learning) are commercial professional
tools intended to be used by trained professionals only. Particularly in the
case of commercial professional use, the Licensed Materials and Services are
not a substitute for Licensee?s professional judgment or independent testing.
The Licensed Materials and Services are intended only to assist Licensee with
its design, analysis, simulation, estimation, testing and/or other activities
and are not a substitute for Licensee?s own independent design, analysis,
simulation, estimation, testing, and/or other activities, including those with
respect to product stress, safety and utility. Due to the large variety of
potential applications for the Licensed Materials and Services, the Licensed
Materials and Services have not been tested in all situations under which they
may be used. Autodesk will not be liable in any manner whatsoever for the
results obtained through use of the Licensed Materials or Services. Persons
using the Licensed Materials or Services are responsible for the supervision,
management, and control of the Licensed Materials and Services and the results
of using the Licensed Materials and Services. This responsibility includes,
without limitation, the determination of appropriate uses for the Licensed
Materials and Services and the selection of the Licensed Materials, Services
and other computer programs and materials to help achieve intended results.
Persons using the Licensed Materials or Services are also responsible for
establishing the adequacy of independent procedures for testing the
reliability, accuracy, completeness, and other characteristics of any output of
the Licensed Materials or Services, including, without limitation, all items
designed with the assistance of the Licensed Materials or Services. Licensee
further acknowledges and agrees that the Licensed Materials form part of
Licensee?s total unique hardware and software environment to deliver specific
functionality, and that the Licensed Materials and Services provided by
Autodesk may not achieve the results Licensee desires within Licensee?s design,
analysis, simulation, estimation, and/or testing constraints.

6.2 Activation Codes and Security.

6.2.1 Activation Code Required for Installation/Access and Continued Use.
Installation of and Access to the Licensed Materials require, and the continued
use thereof may from time to time require, activation codes issued by Autodesk.
Registration may be required before an activation code is issued by Autodesk.
Licensee will provide Autodesk and its Reseller with any information required
for such registration and agrees that any information provided to Autodesk or
its Reseller will be accurate and current. Licensee will also maintain and
update Licensee?s registration information, on an ongoing basis, through
customer data registration processes, including without limitation the Customer
Information Form, which may be provided by Autodesk. Licensee acknowledges and
agrees that Autodesk may use such information in accordance with its Privacy
Statement (as described or referenced in Section 4 (Privacy; Use of
Information; Connectivity)).

6.2.2 Disabling Access. LICENSEE ACKNOWLEDGES AND AGREES THAT INSTALLATION OF
AND ACCESS TO LICENSED MATERIALS MAY BE DISABLED BY THE ACTIVATION, SECURITY,
AND TECHNICAL PROTECTION MECHANISMS IF LICENSEE TRIES TO TRANSFER ALL OR A PART
OF THE LICENSED MATERIALS TO ANOTHER COMPUTER, IF LICENSEE TAMPERS WITH THE
TECHNICAL PROTECTION MECHANISMS OR DATE-SETTING MECHANISMS ON A COMPUTER OR IN
THE LICENSED MATERIALS, IF LICENSEE USES THE LICENSED MATERIALS PAST AN
APPLICABLE RELATIONSHIP PROGRAM PERIOD OR FIXED TERM, OR IF LICENSEE UNDERTAKES
CERTAIN OTHER ACTIONS THAT AFFECT THE SECURITY MODE OR UNDER OTHER
CIRCUMSTANCES AND THAT, IN ANY SUCH EVENT, LICENSEE?S ACCESS TO LICENSEE?S WORK
PRODUCT AND OTHER DATA MAY BE AFFECTED. MORE INFORMATION IS CONTAINED IN THE
APPLICABLE LICENSED MATERIALS OR AVAILABLE FROM AUTODESK ON REQUEST.

6.2.3 Effect of Activation Codes. Licensee acknowledges and agrees that receipt
of an activation code (whether or not provided to Licensee in error) will not
constitute evidence of or affect the scope of Licensee?s license rights. Those
rights will be only as set forth in this Agreement and the applicable License
Identification.

6.3 Affected Data. Work product and other data created with Licensed Materials
made available under certain License Types, including licenses that limit the
permitted purpose to educational purposes or personal learning purposes, may
contain certain notices and limitations that make the work product and other
data usable only in certain circumstances (e.g., only in the education field).
In addition, if Licensee combines or links work product or other data created
with such Licensed Materials with work product or other data otherwise created,
then such other work product or data may also be affected by these notices and
limitations. Autodesk will have no responsibility or liability whatsoever if
Licensee combines or links work product or other data created with such
Licensed Materials with work product or other data otherwise created. In
addition, Licensee will not remove, alter or obscure any such notices or
limitations.

7. Limitations of Liability

7.1 Limitation on Type and Amount of Liability. IN NO EVENT WILL AUTODESK OR
ITS SUPPLIERS 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 AND ITS SUPPLIERS ARISING OUT OF OR RELATING TO ANY AUTODESK
MATERIALS, RELATIONSHIP PROGRAMS OR SERVICES WILL NOT EXCEED THE AMOUNT PAID OR
PAYABLE BY LICENSEE FOR SUCH AUTODESK MATERIALS, RELATIONSHIP PROGRAMS, OR
SERVICES, RESPECTIVELY.

7.2 Application of and Basis for Limitations. THE LIMITATIONS OF LIABILITY IN
THIS SECTION 7 (LIMITATIONS OF LIABILITY) WILL APPLY TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW TO ANY DAMAGES OR OTHER LIABILITY, HOWEVER CAUSED
AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT
(INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, EVEN IF AUTODESK HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND REGARDLESS OF WHETHER THE
LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE. ALSO,
LICENSEE AGREES THAT THE LICENSE, RELATIONSHIP PROGRAMS AND SERVICES FEES AND
OTHER FEES CHARGED BY AUTODESK AND PAID BY LICENSEE ARE BASED ON AND REFLECTIVE
OF THE ALLOCATION OF RISK CONTEMPLATED BY THIS SECTION 7 (LIMITATIONS OF
LIABILITY) AND THAT THE LIABILITY LIMITATIONS IN THIS SECTION 7 (LIMITATIONS OF
LIABILITY) ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES.

8. Term and Termination

8.1 Term; Termination or Suspension. Each license under this Agreement, with
respect to each specific set of Licensed Materials covered by this Agreement,
will become effective as of the latest to occur of: (a) this Agreement becoming
effective, (b) payment by Licensee of the applicable fees, excluding licenses
(such as evaluation licenses) where no fees are required, (c) delivery of the
specific Licensed Materials, and (d) in the case of Autodesk Materials provided
in connection with a Relationship Program, upon commencement of the applicable
Relationship Program period or fixed term. Each of Autodesk or Licensee may
terminate this Agreement, Licensee?s license as to Licensed Materials,
Licensee?s Relationship Program, and/or the provision of Services relating to
the Licensed Materials 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; however, if Licensee is in breach of Section 1 (License) or Section 2
(License Limitations; Prohibitions), Autodesk may terminate this Agreement,
Licensee?s license as to Licensed Materials, Licensee?s Relationship Program,
and/or the provision of Services relating to the Licensed Materials immediately
upon written notice of the breach. In addition, Autodesk may, as an alternative
to termination, suspend Licensee?s license as to the Licensed Materials,
Licensee?s Relationship Program, the provision of Services relating to the
Licensed Materials, and/or other Autodesk obligations or Licensee rights under
this Agreement (or under other terms, if any, relating to materials associated
with the Licensed Materials), if Licensee fails to make a payment to Autodesk
or a Reseller or otherwise fails to comply with the provisions of this
Agreement or other terms relating to any such license, Relationship Program,
Services, or other associated materials. Autodesk may also terminate this
Agreement if Licensee becomes subject to bankruptcy proceedings, becomes
insolvent, or makes an arrangement with Licensee?s creditors. This Agreement
will terminate automatically without further notice or action by Autodesk if
Licensee goes into liquidation.

Licensee acknowledges and agrees that Autodesk may assign or sub-contract any
of its rights or obligations under this Agreement.

8.2 Effect of Termination of Agreement or License. Upon termination or
expiration of this Agreement, the licenses granted hereunder will terminate.
Upon termination or expiration of any license granted to Licensee, Licensee
must cease all use of Autodesk Materials to which such license applies, any
Relationship Program (including, without limitation, associated services), and
any Services and Uninstall all copies of the Autodesk Materials. At Autodesk?s
request, Licensee agrees to destroy or return to Autodesk or the Reseller from
which they were acquired all Autodesk Materials. Autodesk reserves the right to
require Licensee to show satisfactory proof that all copies of the Autodesk
Materials have been Uninstalled and, if so requested by Autodesk, destroyed or
returned to Autodesk or the Reseller from which they were acquired. If
Licensee?s Relationship Program is terminated or expires, but this Agreement
and Licensee?s license to the Licensed Materials remains in effect, any rights
of Licensee based on the Relationship Program (including, without limitation,
rights with respect to Previous Versions) will terminate, and (unless otherwise
authorized by the Relationship Program Terms) Licensee must comply with the
obligations of Section 1.2.1 (Effect of Upgrades) with respect to (including
the obligations to cease use of, Uninstall and destroy or return) all copies of
such Previous Versions.

8.3 Survival. Sections 1.3 (Additional Terms), 1.4 (Other Materials), 1.5
(Authorized Users), 1.6 (Third-Party Licensed Materials), 1.11 (APIs), 2.1.1
(No License Granted;Unauthorized Activities), 2.1.4 (Effect of Unauthorized
Use), 2.2 (Circumvention), 3 (All Rights Reserved), 4 (Privacy; Use of
Information; Connectivity), 5.2 (Disclaimer), 6 (Warnings), 7 (Limitations of
Liability), 8 (Term and Termination), and 9 (General Provisions) and Exhibit A
will survive any termination or expiration of this Agreement.

9. General Provisions

9.1 Notices. Notices in connection with this Agreement by either party will be
in writing and will be sent by electronic mail, postal service, or a delivery
service (such as UPS, FedEx or DHL), except that Licensee may not provide
notice to Autodesk of an Autodesk breach or provide notice of termination of
this Agreement by electronic mail. Notices from Autodesk to Licensee will be
effective (a) in the case of notices by email, one (1) day after sending to the
email address provided to Autodesk, or (b) in the case of notices by mail or
delivery service, five (5) days after sending by regular post or delivery
service to the address provided to Autodesk. Licensee hereby consents to
service of process being effected on Licensee by registered mail sent to the
address set forth on Licensee?s Customer Information Form (or, if no Customer
Information Form has been provided, Licensee?s last address known by Autodesk)
if so permitted by applicable law. Notices from Licensee to Autodesk will be
effective (a) in the case of notices by email, one (1) day after sending to
(and receipt by Autodesk at) CopyrightAgent@autodesk.com, or (b) in the case of
notices by mail or delivery service, when received by Autodesk at Autodesk,
Inc., 111 McInnis Parkway, San Rafael, California 94903, USA, Attention:
Copyright Agent. If Licensee participates in a Relationship Program, either
party may also provide notice as set forth in the Relationship Program Terms.

9.2 Governing Law and Jurisdiction. This Agreement will be governed by and
construed in accordance with the laws of (a) Switzerland if Licensee acquired
the Autodesk Materials in a country in Europe, Africa or the Middle East, (b)
Singapore if Licensee acquired the Autodesk Materials 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 Licensee acquired
the Autodesk Materials in a country in the Americas (including the Caribbean)
or any other country not specified in this Section 9.2 (Governing Law and
Jurisdiction). 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 Licensee has acquired the Autodesk Materials 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.

9.3 No Assignment; Insolvency. Licensee 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 unauthorized purported assignment by Licensee will be void. In the context
of any bankruptcy or similar proceeding, Licensee acknowledges and agrees this
Agreement is and shall be treated as an executory contract that may not be
assumed and/or assigned without Autodesk's prior written consent, which consent
may be withheld in Autodesk's sole and absolute discretion whether pursuant to
Section 365(c)(1) of Title 11 of the United States Code or any other applicable
law respecting the treatment of executory contracts within bankruptcy. Any
assignment (regardless of how or on what basis the assignment may occur) will
be conditioned on compliance with the following: at least thirty (30) days
before assigning or agreeing to any assignment of rights under this Agreement
(including transferring any copies of or right to use the Software), (a)
Licensee must provide written notice to Autodesk, Uninstall all copies of the
Software, and (without limitation of the generality of Section 9.7 (Audits))
allow Autodesk or its designee to inspect the records, systems and facilities
of (or operated for) Licensee and its subsidiaries and affiliates to verify (by
any means available to Autodesk, whether remotely or on premises) that all
copies of the Software have been Uninstalled, (b) the proposed assignee must
agree to comply (and Licensee must ensure that the assignee will comply) with
all of the obligations of this Agreement with respect to such Software, which
agreement must provide that Autodesk is a third-party beneficiary of the
assignee?s agreement, and the assignee must provide a copy of the agreement to
Autodesk, and (c) Licensee and proposed assignee must comply with all other
transfer procedures identified by Autodesk.

9.4 Autodesk Subsidiaries and Affiliates. Licensee acknowledges and agrees that
Autodesk may arrange to have its subsidiaries and affiliates engage in
activities in connection with this Agreement, including, without limitation,
delivering Autodesk Materials and providing Relationship Programs and Services,
provided that Autodesk (and not such subsidiaries and affiliates) will remain
subject to the obligations of Autodesk under this Agreement. Licensee also
agrees that Autodesk?s subsidiaries and affiliates may enforce (including
taking actions for breach of) this Agreement.

9.5 Exceptions to Prohibitions; Severability.

9.5.1 Exceptions to Prohibitions. The prohibitions contained in this Agreement
will not apply where and to the extent applicable law does not allow such
prohibitions to be enforced. Licensee may have other rights under the laws of
the state or country within the Territory where the Licensed Materials are
acquired, and this Agreement does not change Licensee?s rights under the laws
of such state or country if and to the extent the laws of such state or country
do not permit this Agreement to do so. Licensee will bear the burden of proof
to demonstrate that applicable law does not allow (i) the enforcement of such
prohibitions; or (ii) this Agreement to change particular rights in a state or
country (and that Licensee has not exceeded the bounds of the unenforceable
prohibitions and unchangeable rights).

9.5.2 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 will be ineffective as to the
jurisdiction in which it is illegal, invalid, or unenforceable to the extent of
its illegality, invalidity, or unenforceability and will 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 will not in any way
affect the legality, validity, or enforceability of such provision or any other
provision of this Agreement in any other jurisdiction.

9.6 No Waiver. 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.

9.7 Audits. Licensee agrees that Autodesk has the right to require an audit
(electronic or otherwise) of the Autodesk Materials 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 Licensee, to inspect Licensee?s records, systems and facilities,
including machine IDs, serial numbers and related information, to verify
Licensee?s Installation of and Access to the Autodesk Materials. Additionally,
within fifteen (15) days of the audit request, Licensee will provide to
Autodesk all records and information requested by Autodesk in order to verify
Licensee?s Installation of and Access to the Autodesk Materials. Licensee will
provide full cooperation to enable any such audit. If Autodesk determines that
Licensee?s Installation of or Access to the Autodesk Materials is not in
conformity with the applicable agreements or terms of service, Licensee will
obtain immediately and pay for valid license(s) to bring Licensee?s
Installation and Access into compliance 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.

9.8 Language. The English language version of this Agreement is legally binding
in case of any inconsistencies between the English version and any
translations. If Licensee purchased the license for the Licensed Materials in
Canada, Licensee agrees 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 d?sir que cet accord ainsi que tous les
documents, y compris tous avis qui s'y rattachent, soient r?dig?s en langue
anglaise.

9.9 Construction. Ambiguities in this Agreement will not be construed against
the drafter.

9.10 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.

9.11 U.S. Government Rights. For U.S. Government procurements, all Autodesk
Materials are deemed to be commercial computer software as defined in FAR
12.212 and subject to restricted rights as defined in FAR Section 52.227-19
"Commercial Computer Software - Restricted Rights" and DFARS 227.7202, ?Rights
in Commercial Computer Software or Commercial Computer Software Documentation?,
as applicable, and any successor regulations. Any use, modification,
reproduction release, performance, display or disclosure of the Autodesk
Materials by the U.S. Government shall be solely in accordance with license
rights and restrictions described herein.

9.12 Export Control. Licensee acknowledges and agrees that the Autodesk
Materials and Services (including any data submitted by Licensee in connection
with a Service and any Licensee-specific output generated by a Service) are
subject to the export control and trade sanctions laws, rules and regulations
of the United States and may be subject to the export control and trade
sanctions laws, rules and regulations of other countries, including but not
limited to countries where Licensee is located or operates. Together, these
United States and other country laws, rules, and regulations are referred to as
the ?Export Control Laws.? Licensee will comply with the Export Control Laws in
all respects. Licensee represents, warrants and covenants that neither Licensee
nor Licensee?s Personnel (i) are a citizen or resident of, or located within, a
nation or region that is subject to U.S. trade sanctions or other significant
trade restrictions (including, without limitation, the Crimean peninsula, Cuba,
Iran, Sudan, Syria and North Korea), (ii) are identified on any applicable
government restricted party lists (including, without limitation, the U.S.
Treasury Department's Sectoral Sanctions List and List of Specially Designated
Nationals and Blocked Persons, the U.S. Department of Commerce?s Denied Party
List, Entity List and Unverified List and the U.S. Department of State?s
proliferation-related lists), (iii) will, unless otherwise authorized under the
Export Control Laws, use Autodesk Materials or Services in connection with any
restricted end use, including, without limitation, design, analysis,
simulation, estimation, testing, or other activities related to nuclear
activities, chemical/biological weapons, rocket systems or unmanned air
vehicles, or (iv) will use the Autodesk Materials or Services to disclose,
transfer, download, export, or re-export, directly or indirectly, any
Licensee-specific output generated by the Autodesk Materials or Services,
Licensee content, third party content, or any other content or material to any
country, entity, or party that is ineligible to receive such items under the
Export Control Laws or other laws or regulations to which Licensee may be
subject. Licensee understands that the requirements and restrictions of the
Export Control Laws as applicable to Licensee may vary depending on the
Autodesk Materials or Services provided under this Agreement and may change
over time. If Licensee learns that Autodesk Materials or Services have been
provided to any person or entity in violation of the Export Control Laws,
Licensee will notify Autodesk immediately. If Autodesk determines that a
violation of the Export Control Laws should be disclosed to the applicable
export control authority, provide such assistance and information as Autodesk
reasonably requests in connection with such disclosure.

9.13 Entire Agreement. This Agreement and any other terms referenced in this
Agreement (such as the Relationship Program Terms and the Services Terms)
constitute the entire agreement between the parties (and merge and supersede
any prior or contemporaneous agreements, discussions, communications,
agreements, representations, warranties, advertising or understandings) with
respect to the subject matter hereof, except that particular Autodesk Materials
may be subject to additional or different terms associated with such Autodesk
Materials. 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. Licensee acknowledges and agrees that
Autodesk may add to or change the Relationship Program Terms and the Services
Terms from time to time, provided that Autodesk will provide written notice of
the additions or changes (and may allow Licensee not to renew, may permit
Licensee to terminate, and may offer other options with respect to Relationship
Programs or Services) before the additions or changes are effective as to
Licensee. In the event of a conflict between this Agreement and any other terms
of Autodesk (including, without limitation, the Relationship Program Terms, the
Services Terms, or such additional or different terms), the other terms will
apply. Terms stipulated by Licensee in any communication by Licensee which
purport to vary this Agreement or such other terms will be void and of no
effect unless agreed in a writing 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.

10. Additional Terms.

10.1 Rendering. This Section 10.1 (Rendering) applies to the following Software
that may be included within the Licensed Materials: (i) Autodesk Maya; and (ii)
Autodesk 3ds Max

10.1.1 With regard to the Rendering Software (defined below), in addition to
any other license granted in this Agreement, Licensee may allow the Rendering
Software to be Installed or Accessed on a Networked Basis, solely for
Licensee?s Internal Business Needs, specifically to render files created with
the Software. However, if the Rendering Software is mental ray, and the
Software is provided with a finite number of mental ray rendering nodes, then
with regard to mental ray the foregoing is restricted to that number of mental
ray rendering nodes.

10.1.2 With regard to the mental ray Batch Software (defined below), in
addition to any other license granted in this Agreement, Licensee may allow the
mental ray Batch Software to be Installed or Accessed on a Networked Basis,
solely for Licensee?s Internal Business Needs, and used (i) specifically to
render files created with the Software; or (ii) by the Rendering Software
specifically to render files created with the Software. The total number of
CPUs used by the mental ray Batch Software cannot exceed the number specified
in the License Identification.

10.1.3 With regard to the mental ray Standalone (defined below), Licensee may
allow the mental ray Standalone to be Installed or Accessed, on a Networked
Basis, solely on Computing Device(s) (defined below) solely for Licensee?s
Internal Business Needs specifically to render files created with the Software.
With regard to mental ray Standalone, any reference in the Agreement to
Computer is hereby deleted and ?Computing Device(s)? substituted therefor.

10.1.4 With regard to the mental ray Satellite (defined below) for each of
Autodesk 3ds Max, Autodesk Maya and Autodesk Softimage Software each mental ray
Satellite executable(s) may run on one (1) or more host no more than four (4)
client Computing Devices. With regard to mental ray Satellite, any reference in
the Agreement to Computer is hereby deleted and ?Computing Device(s)?
substituted therefor.

10.1.5 Definitions.

(1) ?mental ray Standalone? means the mental ray Standalone client/server
executable, including the mental ray standard shader libraries and utility
programs, used specifically for rendering files created with the Software.

(2) ?Rendering Software? means a subset of the Software used specifically for
rendering files created with the Software.

(3) ?mental ray Batch Software? means a subset of the Software used: (i)
specifically for rendering files created with the Software or (ii) by the
Rendering Software specifically for rendering files created with the Software.

(4) ?mental ray Satellite? means the mental ray Satellite server executable,
including the mental ray standard shader libraries. mental ray Satellite is
functionally equivalent to the mental ray Standalone server executable, used
specifically for rendering files created with the Software except it is not
able to read and write files in the complete mi2 format.

(5) ?Computing Device? means (i) a single electronic assembly with a maximum
of: (a) four (4) CPUs (regardless of the number of cores in each CPU) each CPU
having one or more microprocessors, (b) four (4) discrete GPU-based computing
boards; or (ii) a software implementation of the single electronic assembly, (a
so-called 'virtual machine') described in (i) above, which single electronic
assembly accepts information in digital or similar form and manipulates the
information for a specific result based on a sequence of instructions.

10.2 Exceptions. This Section 10.2 (Exceptions) applies to the following
Software that may be included within the Licensed Materials: (i) Autodesk Maya;
(ii) Autodesk 3ds Max; and (iii) Autodesk Stingray.

10.2.1 Notwithstanding the provisions set forth in Section 2.1.1 (No License
Granted; Unauthorized Activities) if: (i) the Redistributable Component
(defined below) operates with the Software and with Licensee Application; and
(ii) the Redistributable Component is linked to Licensee Application; then
Licensee may reproduce and distribute the Redistributable Component and
Licensee Application together, subject to Licensee?s strict adherence to all of
the following terms and conditions:

(a) the class identifications for any classes of objects Licensee created shall
be different from and clearly distinguishable from the class identifications
used by Autodesk;

(b) modified Sample (defined below) code and any resulting binary files in
Licensee Application are identified as developed by Licensee, and not by
Autodesk;

(c) Licensee Application has Licensee?s copyright notice;

(d) any Modification (defined below), and resulting binary files, shall include
the copyright notices of Autodesk, Inc. as well as the following statement:
"This software contains copyrighted code owned by Autodesk, Inc. but has been
modified and is not endorsed by Autodesk, Inc." The language of the copyright
notice and the statement shall be in the same language as the Software
language;

(e) distribution is strictly for not-for-profit purposes;

(f) distribution is either in binary form or text form;

(g) distribution is subject to a standard form of click-through end-user
license agreement which license agreement, among other things: (1) protects
Autodesk's interests consistent with the terms of this Agreement; and (2)
prohibits the redistribution of the Redistributable Component;

(h) if the Redistributable Component operates with the Autodesk 3ds Max
Software and with Licensee Application then prior to reproduction and
distribution of the Redistributable Component and Licensee Application all MIDI
files have been excluded from the Redistributable Component and Licensee
Application; and

(i) Licensee agrees to defend, indemnify and hold harmless Autodesk and its
subsidiaries and affiliates from and against any and all damages, costs,
losses, liabilities, expenses and settlement amounts incurred in connection
with any suit, claim or action by any third party alleging that the
Redistributable Component and/or Licensee Application infringes or
misappropriates any patent, copyrights, moral rights, trademark, trade secret
and design rights, whether registered or unregistered, and including any
application for registration of any of the foregoing and all rights or forms of
protections of a similar nature having equivalent or similar effect to any of
these, which may subsist anywhere in the world, of such third party.

10.2.2 Definitions.

(1) "Licensee Application" means, with regard to the Software, a Modification
made by Licensee for designing, developing, and testing an application program
made by Licensee.

(2) "Modification" means any: (i) addition to the substance of a Sample or any
addition to the substance of the contents of a file containing a Sample; (ii)
any deletion from the structure of a Sample, or any deletion from the structure
of the contents of a file containing a Sample; and/or (iii) any new file that
contains any part of a Sample; all of which, in Autodesk?s sole discretion,
ensures that the Sample is not the primary source of value.

(3) "Redistributable Component" means the Sample(s) and/or a Modification.

(4) "Sample(s)" means sample source code, or individual animations, still
images, and/or audio files contained in the Software, and located in the
samples directory, the examples subdirectory, samples files or any similar type
directory or file; and in the case of Autodesk Stingray Software only, runtime
engine files and associated DLLs in binary form only that are identified by
Autodesk and are necessary to allow users of the Licensee Application to use
and/or run the Licensee Application.

11. Autodesk Creative Finishing Tools. If the Software is an Autodesk Creative
Finishing compositing, grading, editing and/or finishing tool, including,
without limitation, Autodesk Flame Premium, Autodesk Flame, Autodesk Flame
Assist, Autodesk Flare, Autodesk Lustre, and Autodesk Backdraft Conform, then
following additional terms apply: with regard to the Autodesk Wiretap API, (a)
Licensee may Install and Access such API on a Computer even if a licensed copy
of the Creative Finishing Tools is not Installed; and (b) Installation and
Access of such API does not need to be solely in connection with Licensee's
Installation and Access to the Creative Finishing Tools.

12. Autodesk download technology may use the Akamai NetSession Interface, which
may utilize a limited amount of your upload bandwidth and PC resources to
connect you to a peered network and improve speed and reliability of Web
content. The Akamai NetSession Interface is secure client-side networking
technology that harnesses the power of your computer to deliver software and
media available on the Akamai network. Your Akamai NetSession Interface works
collectively with other Akamai NetSession Interfaces, along with thousands of
Akamai edge servers, and runs as a networking service utilizing a limited
amount of your computer's available resources. More information about the
Akamai NetSession Interface is available here: http://www.akamai.com/client. By
clicking "Accept" and using the Autodesk download technology, you accept the
Akamai License Agreement (http://www.akamai.com/eula) in addition to the
Autodesk License and Service Agreement.

Exhibit A

Definitions

1. ?Access? or ?Accessible? means, 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.

2. ?Agreement? means this License and Services Agreement, including all
exhibits and schedules thereto, as the License and Services Agreement may be
amended from time to time in accordance with the terms thereof.

3. ?Authorized User? means any individual person who Installs or Accesses, or
is authorized to Install or Access, any of the Licensed Materials.

4. ?Autodesk? means Autodesk, Inc., a Delaware corporation, except that if,
Licensee acquires a license to the Autodesk Materials in (a) a country in
Europe, Africa or the Middle East, ?Autodesk? means Autodesk Development S?rl
or (b) a country in Asia, Oceania or the Asia-Pacific region, ?Autodesk? means
Autodesk Asia Pte Ltd.

5. ?Autodesk License Manager? means the tool known as Autodesk License Manager
or any future Autodesk tool for managing, monitoring or controlling
Installation of or Access to Autodesk Materials.

6. ?Autodesk Materials? means any materials distributed or made available by
Autodesk, directly or indirectly, including Software, Supplemental Materials,
User Documentation and Excluded Materials (whether or not licensed to
Licensee).

7. ?Computer? means (i) 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 (ii) a software implementation of such a device (or so-called
virtual machine).

8. ?Customer Information Form? means a form completed by or on behalf of
Licensee and submitted to Autodesk or a Reseller, directly or indirectly, in
connection with Licensee?s order for a license of Autodesk Materials,
Relationship Program or Services.

9. ?Educational Licensee? means a Licensee who is also (a) a Qualified
Educational Institution, (b) Faculty, (c) Student or (d) Other Authorized
Educational Licensee. An Educational Licensee may be required to show proof of
eligibility if requested by Autodesk. Autodesk, in its sole discretion, retains
the right to determine the eligibility of an Educational Licensee.

10. ?Educational Purposes? means (i) in the case of a Qualified Educational
Institution, Faculty or Other Authorized Educational Licensees, purposes
directly related to learning, teaching, training, research and development that
are part of the instructional functions performed by a Qualified Educational
Institution or Other Authorized Educational Licensee and (ii) in the case of
Students, purposes related to learning, training, research or development.
?Educational Purposes? does not include commercial, professional or any other
for-profit purposes, except as designated at http://www.autodesk.com/
educationterms or otherwise authorized in writing by Autodesk.

11. ?Evaluation Purposes? means purposes of evaluation and demonstration of the
capabilities of the Software or Supplemental Materials but excludes competitive
analysis and any commercial, professional, or other for-profit purposes.

12. ?Excluded Materials? means any materials, including Software, Supplemental
Materials or User Documentation (and including, without limitation, any
computer programs, modules or components of a computer program, functionality
or features of a computer program, explanatory printed or electronic materials,
content or other materials, if any), that may be provided or become available
to Licensee, by any means, or that are on any media delivered to Licensee, for
which (a) Licensee does not have a License Identification, or (b) Licensee has
not paid (and continued to pay) the applicable fees. Licensee acknowledges that
Excluded Materials are included on media or via download for convenience of the
licensing mechanism used by Autodesk, and inclusion does not in any way
authorize, expressly or impliedly, a right to use such Excluded Materials.

13. ?Faculty? means an individual person who is an employee or independent
contractor working for a Qualified Educational Institution.

14. ?Install? and ?Installation? means, with respect to a computer program or
other materials, to copy the program or other materials onto a hard disk or
other storage medium.

15. ?License Identification? means one or more designations by Autodesk that
set forth the License Type (among other things) for Licensee?s license of the
Licensed Materials. The License Identification may be (a) located (i) in the
Licensed Materials (e.g., in an ?About? box, license information dialog box, or
text file of Software), (ii) on or with Autodesk packaging, or (iii) in a
written confirmation or other notice issued to Licensee by Autodesk and
transmitted via email, facsimile, physical delivery, or otherwise, or (b)
obtained from Autodesk on request. For clarification, License Identification
does not include a designation, confirmation, packaging or other document
provided by a Reseller or other third party.

16. ?License Type? means a type of license specified by Autodesk for Autodesk
Materials, including the types set forth in Exhibit B. License Type includes
the terms specified by Autodesk for each type of license, including the
applicable terms set forth in Exhibit B. License Type is determined by Autodesk
and may be specified in the applicable License Identification.

17. ?Licensed Materials? means Software, Supplemental Materials and User
Documentation (a) downloaded by clicking on the ?I accept? button or other
button or mechanism associated with this Agreement or by otherwise indicating
assent to this Agreement, (b) delivered prepackaged with this Agreement, or (c)
otherwise accompanied by this Agreement, provided that (i) in the case of
Software, the Software is identified in an applicable License Identification,
and (ii) Licensee has paid (and continues to pay) the applicable fees. Licensed
Materials also includes Supplemental Materials and User Documentation that
Autodesk provides or makes available to Licensee for use with Software licensed
under this Agreement if there are no separate terms for such materials
specified by Autodesk. Licensed Materials includes, without limitation, any
error corrections, patches, service packs, updates and upgrades to, and new
versions of, the Licensed Materials that Autodesk provides or makes available
to Licensee under Licensee?s then-current license. Licensee acknowledges that
availability of Upgrades and new versions may be subject to additional fees and
the Relationship Program Terms. In addition, Licensed Materials includes,
without limitation, any Previous Versions and other Autodesk Materials that
Licensee receives or retains pursuant to the Relationship Program Terms, but
only for so long as and to the extent expressly authorized by the Relationship
Program Terms. Notwithstanding the foregoing (or any other provision of this
Agreement), Licensed Materials in all cases excludes Excluded Materials.

18. ?Licensee? means (a) the company or other legal entity on behalf of which
Autodesk Materials are acquired, if the Autodesk Materials are acquired on
behalf of such an entity (e.g., by an employee, independent contractor, or
other authorized representative), or (b) if there is no such entity, the
individual who accepts this Agreement (e.g., by selecting the ?I accept? button
or other button or mechanism associated with this Agreement or otherwise
indicating assent to this Agreement, or by installing, downloading, accessing,
or otherwise copying or using all or any portion of the Autodesk Materials).
For clarification, ?Licensee? 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.

19. ?Licensee?s Internal Business Needs? means, in reference to Licensed
Materials, the use of such Licensed Materials (and the features and
functionality thereof) by Licensee?s own Personnel to meet the internal
requirements of Licensee?s business in the ordinary course of such business,
provided that Internal Business Needs will in no event include providing or
making available such Licensed Materials (or the features or functionality
thereof) to any third party.

20. ?Networked Basis? means a computing environment that includes a Computer
acting as a file server which allows the Licensed Materials Installed on such
Computer to be uploaded and Installed to, and operated, viewed or otherwise
Accessed from, other Computers through a local area network connection or
through a VPN connection subject to compliance with the VPN Requirements.

21. ?Other Authorized Educational Licensee? means a Licensee described at http:
//www.autodesk.com/educationterms or as otherwise authorized in writing by
Autodesk.

22. ?Permitted Number? means a maximum number (e.g., number of authorized
users, number of concurrent users, number of computers, sessions, etc.)
applicable to a license of the Licensed Materials and to the License Type
associated with such license. Such number is determined by Autodesk and may be
specified in the applicable License Identification.

23. ?Personal Learning Purposes? means (i) personal learning as a Student or
(ii) in the case of a non-Student, personal learning, excluding (a) in-person
or online classroom learning in any degree-granting or certificate granting
program, and (b) learning related to any commercial, professional or other
for-profit purposes.

24. ?Personnel? means (a) Licensee?s individual employees and (b) individual
persons who are independent contractors working on Licensee?s premises and who
Install and Access the Licensed Materials only on and through Computers owned
or leased and controlled by Licensee.

25. ?Previous Versions? means, as to any then-current release of Licensed
Materials, a prior release of the Licensed Materials as to which such
then-current release is a successor or substitute (as determined by Autodesk).

26. ?Qualified Educational Institution? means an educational institution which
has been accredited by an authorized governmental agency within its applicable
local, state, provincial, federal, or national government and has the primary
purpose of teaching its enrolled students. Examples, without limitation, of
entities that are included and excluded from this definition are described at
http://www.autodesk.com/educationterms.

27. ?Relationship Program? means (i) Subscription or (ii) a rental program
offered generally by Autodesk pursuant to which Autodesk makes available
Licensed Materials.

28. ?Relationship Program Terms? means the terms for a Relationship Program set
forth at http://usa.autodesk.com/company/legal-notices-trademarks/
support-terms-and-conditions or any successor or supplemental web page of
Autodesk (the URL for which may be obtained on Autodesk?s website or on
request).

29. ?Reseller? means a distributor or reseller authorized directly or
indirectly by Autodesk to distribute authentic Autodesk Materials to Licensee.

30. ?Services? means services (including the results of services) provided or
made available by Autodesk, including, without limitation, support services,
storage, simulation and testing services, training and other benefits, but
excluding services provided or made available as part of a Relationship
Program.

31. ?Services Terms? means the terms for Services set forth at a location where
a user may order or register for, or that is displayed in connection with
ordering or registering for, such Services (e.g., a web page) or, if there are
no such terms, at http://usa.autodesk.com/company/legal-notices-trademarks/
terms-of-service (if the Services are web services) or http://usa.autodesk.com/
company/legal-notices-trademarks/terms-of-use for all other Services) or any
successor or supplemental web pages of Autodesk.

32. ?Software? means a computer program, or a module or component of a computer
program, distributed or made available by Autodesk. The term ?Software? may
also refer to functions and features of a computer program.

33. ?Stand-alone Basis? means (i) the Licensed Materials are Installed on a
single Computer and (ii) the Licensed Materials cannot be Installed on, or
operated, viewed or otherwise Accessed from or through any other Computer
(e.g., through a network connection of any kind).

34. ?Student? means an individual person enrolled as a student at a Qualified
Educational Institution.

35. ?Subscription? is the program offered generally by Autodesk under which
Autodesk provides (among other things) updates and upgrades to, new versions
of, and certain other support, services and training relating to Autodesk
Materials.

36. ?Supplemental Materials? means materials, other than Software and related
User Documentation, that are distributed or made available by Autodesk for use
with Software. Supplemental Materials include, without limitation, (a) content,
such as sample drawings and designs, modules for drawings and designs, and
representations of elements used in drawings and designs (e.g., buildings,
parts of buildings, fixtures, furniture, bridges, roads, characters,
backgrounds, settings and animations), (b) background materials, such as
building codes and descriptions of building practices, (c) tools for rendering
the output of the Software, such as fonts, and (d) Development Materials,
application programming interfaces (APIs), and other similar developer
materials (including API Information).

37 ?Territory? (a) means the country, countries or jurisdiction(s) specified in
the License Identification, or (b) if there is no such License Identification,
or no country or jurisdiction is specified in the License Identification, means
the country in which Licensee acquires a license to the Autodesk Materials. If
the License Identification specifies, or Licensee acquires the Autodesk
Materials 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.

38. ?Uninstall? means to remove or disable a copy of Autodesk Materials from a
hard drive or other storage medium through any means or otherwise to destroy or
make unusable a copy of the Autodesk Materials.

39. ?Upgrade? means a full commercial version of Licensed Materials (a) which
is a successor to or substitute for a qualifying prior release (and may
incorporate error corrections, patches, service packs and updates and upgrades
to, and may enhance or add to the features or functionality of, the prior
release) or different release of Licensed Materials, (b) is provided to a
Licensee who has previously licensed the applicable qualifying prior or
different release from Autodesk and (c) for which Autodesk generally charges a
separate fee or makes available solely to customers under a Relationship
Program. Whether Autodesk Materials are an Upgrade may be specified in the
applicable License Identification. Whether Autodesk Materials are an Upgrade
and whether Licensee has met the qualifications to license particular Autodesk
Materials as an Upgrade are determined by Autodesk.

40. ?User Documentation? means the explanatory or instructional materials for
Software or Supplemental Materials (including materials regarding use of the
Software or Supplemental Materials), whether in printed or electronic form,
that Autodesk or a Reseller incorporates in the Software or Supplemental
Materials (or the packaging for the Software or Supplemental Materials) or
otherwise provides to its customers when or after such customers license,
acquire or Install the Software or Supplemental Materials.

41. ?VPN Requirements? means (i) the Licensed Materials are Accessed through a
secure virtual private network (?VPN?); (ii) the maximum number of concurrent
users Accessing the Licensed Materials (on a Networked Basis or through the
VPN) does not exceed the Permitted Number at any time; (iii) all copies of the
Licensed Materials are Installed and Accessed exclusively in conjunction with
the technical protection device (if any) supplied with the Licensed Materials;
and (iv) the VPN connection is secure and complies with current industry
standard encryption and protection mechanisms.

Exhibit B

License Types

1. Stand-alone (Individual) or Single-user License. If the License
Identification identifies the License Type as ?Stand-alone?, ?Individual" or
?Single-user?, then Licensee may Install a single primary copy of the specific
release of the Licensed Materials designated in the applicable License
Identification on one (1) Computer, on a Stand-alone Basis, and permit Access
to such primary copy of the Licensed Materials solely by Licensee?s Personnel,
and solely for Licensee?s Internal Business Needs. Licensee may also Install a
single additional copy of such Licensed Materials on one (1) additional
Computer, on a Stand-alone Basis; provided that (i) such additional copy of the
Licensed Materials is Accessed solely by the same person as the primary copy;
(ii) such person is Licensee (if Licensee is an individual) or an employee of
Licensee; (iii) such person Accesses the additional copy solely to perform work
while away from that person?s usual work location and solely for Licensee?s
Internal Business Needs; and (iv) the primary and additional copies are not
Accessed at the same time. Stand-alone (Individual) or Single-user License is
for a perpetual term, except as otherwise provided in this Agreement.

2. Multi-seat Stand-alone License. If the License Identification identifies the
License Type as ?Multi-seat Stand-alone", then Licensee may Install primary
copies of the specific release of the Licensed Materials designated in the
applicable License Identification on up to the Permitted Number of Computers,
on a Stand-alone Basis, and permit Access to such copies of the Licensed
Materials solely by Licensee?s Personnel, and solely for Licensee?s Internal
Business Needs. Licensee may also Install additional copies of such Licensed
Materials on additional Computers in an amount up to the Permitted Number of
Computers, on a Stand-alone Basis; provided that (i) each additional copy of
such Licensed Materials is Accessed solely by the same person as the primary
copy; (ii) such person is Licensee (if Licensee is an individual) or an
employee of Licensee; (iii) such person Accesses the additional copy solely to
perform work while away from that person?s usual work location and solely for
Licensee?s Internal Business Needs; and (iv) the primary and additional copies
are not Accessed at the same time. Multi-seat Stand-alone License is for a
perpetual term, except as otherwise provided in this Agreement.

3. Network or Multi-user License. If the License Identification identifies the
License Type as ?Network" or ?Multi-user?, then Licensee may Install copies of
the specific release of the Licensed Materials designated in the applicable
License Identification on a Computer and permit Access to such Licensed
Materials on multiple Computers, on a Networked Basis, solely by Licensee?s
Personnel, solely for Licensee?s Internal Business Needs, only so long as the
maximum number of concurrent Authorized Users does not exceed the Permitted
Number of Authorized Users or other limits imposed by the Autodesk License
Manager (if any). Licensee may, at Licensee?s option, also Install the Licensed
Materials on a Hot Backup Server; provided that Licensee may Access the
Licensed Materials on the Hot Backup Server only during the time period when,
and solely for as long as, the primary Installed copy of the Licensed Materials
is inoperable and only subject to the same terms and conditions as are
applicable to the primary Installed copy. A ?Hot Backup Server? means a file
server Computer that has a second copy of the Software and Supplemental
Materials Installed but that is not permitted to be Accessible except when the
primary Installed copy of the Software and Supplemental Materials are
inoperable and only for so long as such primary Installed copy is inoperable. A
Network or Multi-user License is for a perpetual term, except as otherwise
provided in this Agreement.

4. Educational Stand-alone (Individual) License. If the License Identification
identifies the License Type as ?Educational Stand-alone (Individual)?, then an
Educational Licensee may Install a copy of the specific release of the Licensed
Materials designated in the applicable License Identification on two (2)
Computers (or as otherwise authorized in writing by Autodesk), subject to
certain functional limitations described in Section 6.3 (Affected Data), on a
Stand-alone Basis, and permit Access to such copy of the Licensed Materials
solely by the Educational Licensee solely for Educational Purposes. An
Educational Stand-alone (Individual) License is for a fixed term specified in
the applicable License Identification or, if no such term is specified, the
term is thirty-six (36) months from Installation or as otherwise authorized in
writing by Autodesk.

5. Educational Multi-seat Stand-alone License. If the License Identification
identifies the License Type as ?Educational Multi-seat Stand-alone,? then an
Educational Licensee may Install copies of the specific release of the Licensed
Materials designated in the applicable License Identification on up to the
Permitted Number of Computers, subject to certain functional limitations
described in Section 6.3 (Affected Data), on a Stand-alone Basis, and permit
Access to such copies of the Licensed Materials solely by Educational Licensees
solely for Educational Purposes. An Educational Multi-seat Stand-alone License
is for a fixed term specified in the applicable License Identification or, if
no such term is specified, the term is thirty-six (36) months from Installation
or as otherwise authorized in writing by Autodesk.

6. Educational Network License. If the License Identification identifies the
License Type as ?Educational Network?, then an Educational Licensee may Install
copies of the specific release of the Licensed Materials designated in the
applicable License Identification on a single file server Computer, subject to
certain functional limitations described in Section 6.3 (Affected Data), and
Access such Licensed Materials on multiple Computers on a Networked Basis, and
permit Access to such copies of the Licensed Materials solely by Educational
Licensees solely for Educational Purposes, only so long as the maximum number
of concurrent Authorized Users does not exceed the Permitted Number of
Authorized Users. An Educational Network License is for a fixed term specified
in the applicable License Identification or, if no such term is specified, the
term is thirty-six (36) months from Installation or as otherwise authorized in
writing by Autodesk.

7. Personal Learning License. If the License Identification identifies the
License Type as ?Personal Learning?, then Licensee may Install a copy of the
specific release of the Licensed Materials designated in the applicable License
Identification on one (1) Computer, subject to certain functional limitations
described in Section 6.3 (Affected Data), on a Stand-alone Basis, and permit
Access to such copy of the Licensed Materials solely by Licensee, as an
individual, solely for Personal Learning Purposes and only at and from
locations that are not labs or classrooms and are not operated for commercial,
professional or for-profit purposes. A Personal Learning License is for a fixed
term specified in the applicable License Identification. If no such term is
specified, the term is thirteen (13) months from Installation.

8. Evaluation/Demonstration/Trial. If Autodesk identifies the License Type as a
?demonstration?, ?evaluation?, ?trial,? ?not for resale? or ?NFR? version
(each, an ?Evaluation License?) in the applicable License Identification,
Licensee may Install a copy of the specific release of the Licensed Materials
designated in the applicable License Identification on one (1) Computer,
subject to certain functional limitations described in Section 6.3 (Affected
Data), on a Stand-alone Basis, and permit Access to such copy of the Licensed
Materials, solely by Licensee?s Personnel, solely for Evaluation Purposes, only
so long as the maximum number of concurrent Authorized Users does not exceed
one (1), and only from Licensee?s work location. An Evaluation License is for a
fixed term specified in the applicable License Identification, or if no such
term is specified, the term is thirty (30) days from Installation or as
otherwise authorized in writing by Autodesk.

9. Fixed Term/Limited Duration/Rental License. If Autodesk identifies a license
in the applicable License Identification as being for a specified period or
limited duration or as having a fixed term or as a rental license, Licensee?s
right to Install and Access the Licensed Materials will continue only for the
period, duration or term specified in the License Identification. Such
Installation and Access will be in accordance with and subject to the
applicable License Type and Permitted Number. If Autodesk identifies a license
in the applicable License Identification as being for a specified period or
limited duration, or as having a fixed term, or a rental license but no period,
duration or term is specified in the License Identification, the period,
duration or term will be ninety (90) days from Installation (or the period
specified in Sections B.6 (Educational Network License), B.7 (Personal Learning
License) or B.8 (Evaluation/Demonstration/Trial) of this Exhibit B with respect
to the licenses described in those sections).

10. Session Specific Network License. If the License Identification identifies
the License Type as a "Session Specific Network License", Licensee may install
one (1) copy of the specific release of the Licensed Materials designated in
the applicable License Identification on a Computer and permit Access to such
Licensed Materials from multiple Computers through a Supported Virtualization
Application, on a Networked Basis, solely by Licensee's Personnel, solely for
Licensee's Internal Business needs, only so long as the maximum number of
concurrent Sessions does not exceed the Permitted Number or other limits
imposed by the Autodesk License Manager tool (if any). For purposes of this
Session Specific Network License, (a) a ?Session? is defined as a single
interactive information exchange between two Computers that are connected
through a Supported Virtualization Application, and (b) ?Supported
Virtualization Application(s)? are those third party virtualization
applications or methods that are specifically identified as supported by
Autodesk in the User Documentation for the Licensed Materials. With respect to
the applicable Supported Virtualization Application, Licensee agrees to
activate any available session tracking mechanism, not disable any such session
tracking mechanism and to retain all records generated by such session tracking
mechanism. A Session Specific Network License is for a perpetual term, except
as other wise provided in this Agreement.