Customer Service - Autodesk Subscription

Your purchase of Subscription will be subject to the terms and conditions set out below (the“Agreement”),
and all Subscription 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 Definitions shall apply to the terms and conditions of your Subscription:
“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, 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 (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 as part of Subscription for certain Software.
“Autodesk”: the Autodesk company from whom, or doing business in the country of the
Reseller from whom (as the case may be), you purchased Subscription.
"Autodesk Software License": Autodesk Inc.’s standard end-user license agreement included
with each copy of Software granting you a license to use that Software.
"Autodesk Subscription": the Autodesk program and rules under which you can purchase
Subscription.
“Autodesk Subscription Center”: the website located at
http://www.autodesk.com/subscriptionlogin or any successor or other website or location as
may be designated by Autodesk for 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 in connection with your order for Subscription, and providing the information necessary to
purchase Subscription.
“Effective Date”: the date described in Section 6.1.
"Extension": a license to use a modular addition to Software incorporating corrections,
enhancements or Autodesk Subscription information which supplement and enhance that
Software.
“Gold Support”: defined in Section 2.2.1.
“Gold Support Authorization Program”: a program designed to authorize Resellers who meet
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certain minimum criteria to resell and deliver Gold Support as part of Autodesk Subscription.
“Gold Support Authorized Partner”: defined in Section 2.2.1.
“Named Caller”: a User, designated by your contract manager or software coordinator, who may
submit telephone Support requests if you have purchased either Gold or Platinum Support.
“Platinum Support”: defined in Section 2.2.1.
“Previous Versions”: defined in Section 2.4.1.
"Release": a full commercial version of Software incorporating all Extensions relating to that
Software offered by Autodesk since the preceding version of that Software or which enhances or
improves the functionality of the preceding version of that Software, and for which Autodesk normally
charges a fee. A Release includes the documentation customarily provided by Autodesk with Software
. The designation of a Release is in Autodesk’s sole discretion. A Release is not: (a) an Extension;
or (b) a future Autodesk computer program that is a separate product and not a direct successor, as
may be designated by Autodesk in its sole discretion, to the Software.
“Reseller”: a person or company that is authorized by Autodesk to sell Subscription (either directly
to end users or to other Resellers) for a particular Software computer program.
“Software”: a copy of an Autodesk Inc. (or one of its subsidiaries) computer program which you
are licensed by Autodesk Inc. (or one of its subsidiaries) to use and for which you have purchased
Subscription. For purposes of this definition, if an Autodesk computer program is offered as part of
a product series, bundle or family, then Software shall mean each of the computer programs included
within such series, bundle or family. Any supplemental software code provided to you or your Users
as part of the Subscription and/or Support is considered part of the Software for which such code was
provided and the use thereof is governed by the Autodesk Software License and this Agreement.
Software shall also include Extensions and Releases related to such Software.
“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 Section 2.2 and Exhibit
A corresponding to the Subscription you have purchased.
“Term”: the terms (initial and renewal) defined in Sections 3.2 and 6.1.
“User”: means any of the following: (i) the contract manager or software coordinator designated by
you as your primary authorized representative for Subscription and who is responsible for, among
other things, managing your Subscription, managing access to your Subscription account, submitting
Support requests; (ii) any individuals added to your Subscription account by your contract manager
or software coordinator or by Autodesk through its registration processes; or (iii) Named Callers.
Autodesk has the right to restrict the number of Users who submit Support requests, have access to
Ancillary Services and who otherwise have access to the Autodesk Subscription Center and fees or
other conditions may apply if you want to add Users beyond Autodesk guidelines. You agree and
acknowledge that all Users shall be bound by the applicable terms and conditions of this Agreement.
Autodesk reserves the right, but shall have no obligation, to verify that Users have been authorized
by you and to restrict access to the Autodesk Subscription entitlements if, in its reasonable judgment,
a User cannot be so verified.
“Web Support”: defined in Section 2.2.1.
“You”: the individual or entity who purchases Subscription.

2. GRANT

2.1 Subscription Grant
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Autodesk grants you a Subscription for the Term for the Software for which you have purchased
Subscription as listed on your Autodesk Subscription order confirmations. 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 to which the Extension, Release or Ancillary Product relates. You
may not distribute, rent, loan, sell, sublicense or otherwise transfer or market any Software,
Extension, Release, Ancillary Product or Ancillary Services to any other person without Autodesk’s
prior written consent. If you wish to purchase a Subscription for any Software 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 which you wish to place under Subscription.

2.2 Support Grant

2.2.1 If Support is included or made available as part of your Subscription, Support may be
provided to you as set forth below:
(a) Web Support: If web support (“Web Support”) is offered and available in your region,
the terms set forth in Exhibit A may apply if Autodesk is providing the Web Support and such Web
Support may be offered either directly to you by Autodesk or indirectly by a Reseller who has
completed any Autodesk authorized support partner requirements as part of the Gold Support
Authorization Program (“Gold Support Authorized Partner”).
(b) Gold Support: If telephone support (“Gold Support”) is offered and available in your
region, the terms set forth in Exhibit A may apply if Autodesk is providing the Gold Support and such
Telephone Support may be offered either directly to you by Autodesk or indirectly by a Gold Support
Authorized Partner.
(c) Platinum Support: If you are a direct customer and direct telephone support
(“Platinum Support”) is offered and available in your region, the terms set forth in Exhibit A may apply
and such Platinum Support may be offered directly to you by Autodesk.
(d) If you purchased Gold or Platinum Support to be delivered to you by Autodesk, you may
appoint up to four (4) Named Callers who will submit telephone Support request(s) and telephone
Support requests may only be submitted by such Named Callers. There may be fees associated with
the appointment of additional Named Callers.
2.2.2 If your Subscription included or you otherwise purchased one of the above Support options and
support is to be provided by Autodesk, Support for Software, and Extensions and Releases related to
that Software (referred to collectively as “Software”) shall be provided to you by Autodesk via your
User only. Provision of Support by Autodesk shall be governed exclusively by these Terms and
Conditions. Provision of Support by a Gold Support Authorized Partner shall be governed by terms
and conditions entered into between you and the Gold Support Authorized Partner. You may not
transfer or market, or provide support to third parties using Support without the prior written consent
of Autodesk.

2.2.3 Autodesk Support shall only be provided for: (a) the most current Release of the Software; (b)
any Extensions to that Release; and (c) the three (3) immediately preceding Releases of that
Software, except that Support may not be available for the third preceding Release for some
Software, or in all languages, or in all locations. If you are located in Brazil, for purposes of Brazilian
Software Law, the Technical Validity Term of the Software shall be the term between the date of
release of the then-current version of such Software and six (6) months after the date Autodesk
makes the most current release of that Software commercially available.

2.2.4 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
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operation of Software; (e) Software serviced, maintained or modified by anyone other than
Autodesk; or (f) your computer hardware failing to meet the minimum specification prescribed by
Autodesk for use with the Software.

2.2.5 You must: (a) ensure that your User submits Support requests in accordance with these terms
and conditions; (b) at all times maintain Subscription for the licenses for the Software for which you
are requesting support; (c) ensure that you or your Users provide Autodesk with such information,
specifications, or other information as may reasonably be required by Autodesk to provide Support;
(d) utilize the instructions and troubleshooting procedures provided by Autodesk, where applicable,
prior to initiating a request for Support; (e) follow the problem determination, problem analysis, and
service request procedures that Autodesk provides; (f) promptly install all maintenance releases or
upgrades supplied by Autodesk; (g) promptly install all product patches, fixes, update releases or
upgrades supplied by Autodesk; (h) if judged necessary by Autodesk, allow reasonable access to your
Software by Autodesk; (i) agree to back up all data on or prior to the provision of Support and to
provide adequate security for your system; (j) use best efforts to allow Autodesk access to your
systems via the Internet when requested by Autodesk as part of any remote diagnostic service that
may be offered; and (k) provide Software Users with ready access to the latest available
documentation on the use and operation of the Software provided by Autodesk.

2.2.6 You acknowledge and agree that Support is provided solely for your internal use to support your
use of the Software licenses covered under Subscription. Any information which is individually
addressed, requires a password to access, or is otherwise restricted is made available in strict
confidence and on the condition that it will not be communicated to third parties in any manner
without the express written consent of Autodesk and that no use will be made of this information
except in connection with your use of the Software licenses covered under Subscription. You further
acknowledge and agree that the Software forms part of your total unique hardware and software
environment to deliver specific functionality, and the Support may not achieve the results you desire
within your design constraints.

2.2.7 If your Support is provided by a Gold Support Authorized Partner, for that Support that is
provided by such Gold Support Authorized Partner, you acknowledge and agree that:
(a) your Support was purchased from and will be delivered by the Gold Support Authorized Partner;
(b) your Support requests will be submitted to and answered by the Gold Support Authorized Partner;
(c) Autodesk is under no obligation to provide you with Support nor is it responsible for the Support
that you may receive from a Gold Support Authorized Partner; (d) you authorize Gold Support
Authorized Partner (and any subsequent Gold Support Authorized Partner to whom your Support may
be subsequently transferred or provided) to view, access and receive information on any Support
requests that any User submits, including, without limitation, via the web, and any Support requests
that are otherwise accessible or available via Autodesk Subscription Center; (e) you authorize
Autodesk to provide Gold Support Authorized Partner with that information deemed necessary to
maintain and fulfill your Support requests; and (f) delivery of your Support may be transferred to
another Gold Support Authorized Partner if the Gold Support Authorized Partner from whom you had
been receiving Support is no longer eligible, authorized or capable of delivering such Support.

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, PREVIOUS
VERSION, ANCILLARY PRODUCT, ANCILLARY SERVICE OR SUPPORT DURING THE TERM
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OF YOUR SUBSCRIPTION.

2.4 Use of Previous Versions

2.4.1 Notwithstanding anything contained in the Autodesk Software License accompanying your
Software under Subscription or any Release or Extension provided to you, for the Term of your
Subscription, you may install and continue to use, previous version(s) of a Release preceding the
most current Release of the Software that you have licensed and is under Subscription, as
specifically identified in writing by Autodesk on the Autodesk Subscription Center for Previous
Version use, if any, (“Previous Version(s)”), provided that the following conditions are met: (i) use of
the Previous Version(s) shall be subject to the provisions of the applicable Autodesk Software
License, as modified by this Section 2.4; (ii) the number of Previous Version licenses that you may
use and install shall not exceed the total number of licenses of the Software that are under
Subscription; (iii) if you have a standalone or a single seat of a multi-seat standalone version, the
Software and all the Previous Versions of such Software shall be installed on the same computer; (iv)
if you have a standalone or a single seat of a multi-seat standalone version neither the Software nor
any of the Previous Versions of the Software shall be used concurrently; (v) if you have a standalone
or a single seat of a multi-seat standalone version, the Previous Version(s) or any permitted copies
thereof, are not transferred to another computer unless all permitted copies of the Software are also
transferred to the same computer; vi) where required, you legally licensed the Previous Version(s)
and your use of such Previous Versions does not exceed the total number of licenses of the Previous
Versions that you originally licensed; and (vii) you are hereby acknowledging and agreeing that
Autodesk does not have any obligation to provide support for the Previous Version(s) other than as
set forth herein and any such obligations may be ended at any time. Notwithstanding anything in this
Section 2.4.1 that may be construed to the contrary or the issuance of any authorization codes by
Autodesk, unless specifically permitted by Autodesk in writing, in no event shall your use of the
Software, including Previous Version(s), exceed the maximum number of licenses of the Software
licensed to you and under Subscription. Please note that Previous Versions and the benefits of this
section 2.4 may not be available for all Software and/or may not be available in relation to certain
Previous Versions of Software.

2.4.2 Autodesk shall have the right to conduct an audit on your premises or by electronic means
(with reasonable notice) to ensure that your use of all/any versions of the Software complies with
the provisions of this Agreement. In the event any audit discloses a breach of this Agreement,
Autodesk reserves the right to terminate this Agreement and/or recover damages, attorney's fees,
and costs, including the cost of the audit.

2.4.3 If the Software is labeled or referred to as a “Crossgrade”, the provisions of the preceding two
subsections (2.4.1 and 2.4.2) shall not apply to the Software from which you cross-graded, and you
must uninstall all copies of the Previous Versions, including any copies resident on your hard disk
drive, and upon request by Autodesk, return any documentation to Autodesk or your Reseller within
sixty (60) days of installing the Software. Autodesk reserves the right to require you to show
satisfactory proof that the Previous Version has been destroyed and/or to conduct the audit set forth
in Section 2.4.2 above.

2.4.4 In the event Autodesk, in connection with the Software licensed to you hereunder,
provides you additional software that supplements or extends the Software, that additional
software shall be subject to the terms and conditions of this Agreement unless otherwise
specified at the time of delivery.

2.4.5 For the avoidance of doubt, nothing herein requires Autodesk to supply you with media
containing Previous Versions of the Software or related documentation or to issue additional
authorization codes or hardware or software locks. Moreover, Autodesk reserves the right to charge
a transaction fee for the issuance or re-issuance of media, authorization codes, hardware locks or
software locks, if Autodesk, in its discretion decides to provide such to you. Further, if the Previous
Version of the Software has been retired or otherwise discontinued by Autodesk, you agree and
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acknowledge that a) in no event is Autodesk required to issue authorization codes or hardware or
software locks to you or to provide you with any media or other deliverables to enable you to use or
install such retired or discontinued Previous Versions; and b) these rights to use Previous Versions
do not allow you to use or install additional licenses (i.e. more than you have on Subscription) of any
Previous Version of the Software that has been retired or otherwise discontinued by Autodesk

2.4.6Previous Versions may not be available or made available for all Software, or in all languages, or
in all locations. Autodesk reserves the right to modify or terminate rights to use Previous Versions at
any time, without prior notification. If your Subscription expires or otherwise terminates, your rights
to use the Previous Version(s), if any, shall be determined by the terms of the Autodesk Software
License, including, without limitation, the obligations to uninstall such Previous Version(s) if you are
not entitled to use a Previous Version.

3 PURCHASES; RENEWALS

3.1 Purchases. When you purchase Subscription, Autodesk will provide you with instructions on
how to access Autodesk Subscription information and Support on the Autodesk Subscription
Center, where you may confirm the Software covered by your Subscription by viewing a coverage
report.

3.2 Renewals. Prior to expiration of your Subscription, you may purchase a renewal of
Subscription for an additional term (“Renewal Term”) from a Reseller or Autodesk. Unless otherwise
agreed by Autodesk, if you do not purchase a renewal for your Subscription prior to expiration of the
Term, your Subscription will automatically expire. If you do not renew prior to expiration of your
Subscription, this Agreement shall no longer apply and if you wish to reinstate your expired
Subscription, then you will be required to agree to the then-current Autodesk Subscription terms and
conditions, and you will be required to purchase at least both the then-current Release and a
Subscription for that Release and/or you may be subject to the payment of additional or other fees
and expenses. You may confirm the Software for which Subscription has been renewed by viewing
the coverage report on the Autodesk Subscription Center.

4 AUTODESK SUBSCRIPTION ADDITIONS
Subscription purchased for additional Software 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 (defined below) of your Subscription or Subscription renewal.

5. DELIVERY
Extensions, Releases or Ancillary Products shall at Autodesk’s discretion be (a) available for
download at the Autodesk Subscription Center or any successor or other website or location as may
be designated by Autodesk, (b) shipped to you C.P.T. (Carriage Paid To) from Autodesk’s fulfillment
facility to the address specified on your Customer Information Form (or, if no Customer Information
Form or address is provided, to any other address known or made available to Autodesk), or (c)
shipped to you via an Autodesk authorized third party. Autodesk will notify you 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 or, as applicable,
your request for physical shipment, but shall not be liable for any losses or expenses incurred by you
as a result of late delivery or a delivery to an incorrect address.

6. TERM AND TERMINATION

6.1 Effective Date; Term. The effective date (“Effective Date”) of the initial term (“Initial Term”) of
your Subscription will be the date as determined by Autodesk in accordance with its Autodesk
Subscription policies. Renewal Terms of Subscription shall commence on an anniversary of the
Effective Date. The Initial Term of your Subscription will continue for one (1), two (2) or three (3)
years from the Effective Date, depending on the length of term for which you qualify, select and
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purchase. Renewal Terms of your Subscription 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 endeavor 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 Subscription 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 Subscription 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 Subscription 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 SUBSCRIPTION. 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 HOWEVER CAUSED OR ARISING.
THE TOTAL CUMULATIVE COLLECTIVE LIABILITY OF AUTODESK FOR ALL COSTS, LOSSES OR
DAMAGES FROM ALL CLAIMS, ACTIONS OR SUITS HOWEVER CAUSED OR ARISING FROM OR IN
RELATION TO YOUR SUBSCRIPTION HEREUNDER SHALL BE LIMITED TO YOUR DIRECT DAMAGES
AND SHALL NOT EXCEED THE SUBSCRIPTION FEES PAID BY YOU FOR THE SUBSCRIPTION IN
RESPECT OF WHICH THE CLAIM ARISES. THESE LIMITATIONS WILL APPLY EVEN IF AUTODESK
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU ACKNOWLEDGE THAT THE
SUBSCRIPTION FEE REFLECTS THIS ALLOCATION OF RISK AND THAT THE LIMITATION SET FORTH
IN THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES.
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 SOFTWARE LICENSE, 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
DOES NOT SPECIFICALLY WARRANT THAT: (A) SUPPORT BY AUTODESK OR A GOLD SUPPORT
AUTHORIZED PARTNER WILL ENSURE THAT THE OPERATION OF SOFTWARE WILL BE ERROR FREE
OR UNINTERRUPTED; (B) ERRORS WILL BE CORRECTED BY AUTODESK OR A GOLD SUPPORT
AUTHORIZED PARTNER; (C) AUTODESK OR A GOLD SUPPORT AUTHORIZED PARTNER WILL
RESOLVE ANY SUPPORT REQUEST BY A USER; OR (D) THAT ANY RESOLUTION PROPOSED OF A
SUPPORT REQUEST BY AUTODESK OR A GOLD SUPPORT AUTHORIZED PARTNER IN RELATION TO A
SUPPORT REQUEST WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. NOTHING IN THESE
TERMS AND CONDITIONS RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY
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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 Subscription 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
Subscription 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 Subscription:
(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 (or, if no Customer Information Form has been
provided, your last address known by Autodesk) if so permitted by applicable law; and (b)
Notwithstanding the foregoing, prior to submission of any dispute arising under your Subscription 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, Iraq, Libya, North Korea, Sudan, Syria or any other embargoed or restricted
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 Subscription and merges and supersedes any prior or contemporaneous agreements,
discussions, or understandings. In the event of a conflict between the terms and conditions of this
Agreement and those of an Autodesk Software License, the terms and conditions of this Agreement
shall apply. 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 Subscription 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 judgment 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 and
conditions will remain in full force and effect.
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8.6 Notices. Notices from Autodesk shall be in writing and may be sent by mail or electronic mail or
posted to the Autodesk Subscription Center or any other method that Autodesk reasonably
determines will provide appropriate notice. You may not opt out of receiving such notices. Notices
from you 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 other official documentation that you have provided to Autodesk 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 or other official documentation that you have provided to Autodesk
or 3) in the case of postings to the Autodesk Subscription Center or other methods deemed
reasonable by Autodesk, ten (10) Business Days after such notices are posted to the Autodesk
Subscription Center or delivered in the manner reasonably determined by Autodesk. Notices from you
to Autodesk shall be effective when sent (and received by Autodesk) via electronic mail to: If you
purchased Subscription in North America, subscription-team@autodesk.com; if you purchased your
Subscription in Latin America, la.abc@autodesk.com; if you purchased Subscription in Europe, Africa
or the Middle East, EMEAsubscriptions@autodesk.com; or if you purchased Subscription in the
Asia-Pacific Region, ap.subscriptions@autodesk.com and in Japan jp.subscriptions@autodesk.com.
Notices from you to Autodesk that are sent by mail shall be effective when received by Autodesk.

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
www.autodesk.com and/or is available from your local Autodesk office. You also specifically consent
to Autodesk providing information about your Support requests and your use of Autodesk
Subscription Center to Reseller who are providing support or otherwise listed or designated by you as
your Reseller of record solely for the purpose of assisting with the provision, maintenance,
administration or usage of Support by you or your Users.

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

8.9 Revised Terms and Conditions. Autodesk may revise the Autodesk Subscription terms and
conditions, supplementary terms and conditions, and Ancillary Services at any time and will notify
you of any such revision. Notification may occur via email, be posted on the Autodesk Subscription
Center or may occur in a manner deemed commercially reasonable by Autodesk. If you do not
accept said revisions, you must notify Autodesk in writing within thirty (30) days of the date of
Autodesk’s notification to you. If you do so notify Autodesk, your existing Subscription will continue
to be governed by the last terms and conditions that you accepted (including any deemed
acceptances) until the end of your then current Subscription Term (if you have paid all applicable fees
for the entire Term, if you have not paid all applicable fees for the entire Term then your Subscription will
end at the end of the year or period for which you have paid the applicable fees), and at the end of such
Term, your Subscription shall expire. If you do not so notify Autodesk, or if you place new orders for,
or renew your Subscription or continue to pay your annual or other Subscription fees (if applicable), you
will be deemed to have accepted the revisions for all your Subscription. 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 or Resellers of the appropriate fee related to said
revision, if any.
Rev. 02/08
EXHIBIT A - SUPPORT SERVICES Supported Software
Unless otherwise agreed by Autodesk in writing, Support is available only for qualifying Software
listed on the Autodesk Subscription Center or otherwise designated by Autodesk and, unlessotherwise
designated by Autodesk or listed on the Autodesk Subscription Center, not for any other software programs,
demonstration, NFS, NFR, Trial or Evaluation versions . The Support levels below may not be available in
your region. Based on the support level selection as indicated on Autodesk’s invoice directly to you or
to the Reseller, the following Support will be provided to you if such Support is delivered to you
directly by Autodesk:

GENERAL TERMS APPLICABLE TO ALL SUPPORT LEVELS
For all support levels provided by Autodesk, Autodesk shall:
ô€™› (a) accept and respond to requests from a User arising from: (i) installation, including
installation of license administration tools, configuration and troubleshooting of Software; and (ii)
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. For Support for Software
covered under Subscription, 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,
networks or operating systems.
ô€™› (b) make reasonable commercial efforts to resolve all requests submitted by Users and in a
professional and workmanlike manner. However, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, AUTODESK MAKES NO WARRANTY AS TO ANY PROPOSED RESOLUTION OF A
REQUEST. ALL SUPPORT PROVIDED BY AUTODESK UNDER SUBSCRIPTION SHALL BE SUBJECT TO
THE PROVISIONS OF SECTION 7 OF THESE TERMS AND CONDITIONS.
Submission of Support request must relate solely to your or your Users use of the Software covered
by Support and may be submitted in English or other languages if other languages are supported by
Autodesk in your region. Information on local language support may be provided to you on the
Autodesk Subscription Center.
WEB SUPPORT CONSISTS OF THE FOLLOWING:
ô€™› (1) the provision of Web Support to you via the Users during Autodesk local business hours on
Business Days. Local business hours are generally from 9AM – 5PM local time, however, business
hours may vary in your region. Local business hours may be made available on Autodesk
Subscription Center.
ô€™› (2) commercially reasonable efforts to respond to a request properly submitted by a User
within four (4) 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. Users may also be contacted 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.
ô€™› (3) the submission of Web Support requests via Autodesk Subscription Center only, following
the instructions and procedures stated there.
GOLD SUPPORT CONSISTS OF WEB SUPPORT AS DESCRIBED ABOVE PLUS THE
FOLLOWING:

Rev. 02/08
ô€™› (1) the provision of telephone Support to Named Callers during Autodesk local business hours
on Business Days. Local business hours are generally from 9AM – 5PM local time, however, business
hours may vary in your region. Local business hours may be made available on Autodesk
Subscription Center.
ô€™› (2) commercially reasonable efforts to respond, in accordance with the description set forth in
Web Support above, to Named Caller telephone Support request within two (2) hours after the initial
telephone Support call from Named Caller.
PLATINUM SUPPORT CONSISTS OF WEB SUPPORT PLUS THE FOLLOWING:
ô€™› (1) Access to telephone support for Named Callers 24 hours a day, five (5) days a week. For
additional fees, telephone Support may be provided 24 hours a day, seven (7) days a week.
Autodesk holidays, scheduled and emergency maintenance downtimes not included.
ô€™› (2) Commercially reasonable efforts to respond during times when an Autodesk support
center is open, in accordance with the description set forth in Web Support above, to telephone calls
from Named Callers within one (1) hour. Autodesk support centers are currently scheduled to be
open from Sunday, 9 pm to Friday midnight, UTC/GMT, excluding holidays, scheduled and emergency
maintenance downtimes, however, your specific coverage hours will be calculated based on the time
zone of your regional Autodesk support center.
ô€™› (3) The designation of at least one technical account manager at Autodesk who will function
as a point of escalation between you and Autodesk product support.
ô€™› (4) Delivery of quarterly status reporting as designated by your technical account manager or
otherwise by Autodesk from time to time.
EXHIBIT B – ANCILLARY SERVICES

1. E-Learning: You may access Autodesk’s self paced e-learning modules available through the
Autodesk Subscription Center and made available by Autodesk from time to time. Ancillary Services
descriptions offered by Autodesk under the Autodesk Subscription from time to time are available on
the Autodesk Subscription Center.
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 (normal and emergency maintenance or routine
downtimes excluded) through the Internet via the Autodesk Subscription Center. 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 Autodesk Software and its
Releases. The most recent catalogs related to your Subscription(s) can be viewed at the Autodesk
Subscription Center. All lessons are in English unless otherwise specified in the catalogs. If lessons
Rev. 02/08