Terms and Conditions

These Web Services API Terms of Service (these “Terms”) apply to various web services APIs and software as a service (SaaS) APIs (“Services”) that allow You to develop cloud-based applications, integrate Your applications with Autodesk SaaS applications, or build applications that integrate with GTP Services SaaS applications.

 

By accepting these Terms during your account registration or subscription process, or by accessing or using the Services, you confirm your acceptance of these Terms and your agreement to be a party to this binding contract. If you do not agree to these Terms, you do not have the right to access or use the Services. You agree to these Terms on behalf of the company or other legal entity for which you are acting (for example, as an employee or contractor) (“Company”) or, if there is no company or legal entity, on behalf of yourself as an individual (in either case, “You”). You represent and warrant that You have the right, authority and capacity to act on behalf of and bind such entity (if any) and yourself. If you do not have the right, authority or capacity to legally bind You to these Terms, You do not have the right to access or use the Services.

 

All access and/or use of the Services by You will be governed by these Terms.

 

1.      Services Generally

 

            1.1      These “Terms of Service” form a contract. They supplement any other agreements You may have with GTP Services, including Additional Agreements and Policies.  These Terms apply to many services.  Sometimes there may be specific terms or entitlements that apply to a particular service.  These are set out in Special Service Terms and Entitlements, the terms of which are incorporated here and are part of the Terms applicable to the Service.  These Terms may use capitalized terms such as “GTP Services,” or “Service.”  Capitalized terms are defined in Section 10 (Definitions) or elsewhere in these Terms.  Free Services may be subject to additional terms and conditions that appear in connection with Your use of the Free Services and are incorporated into these Terms by reference.  All payments and fees for the Services are subject to the applicable terms and conditions governing payments between You and GTP Services.

 

            1.2      GTP Services will provide the Services to You and Your Authorized Users. Subject to these Terms, GTP Services will provide the Services and You may access and use the Service and You may permit the Service to be accessed and used by Your Authorized Users provided all such access and use is solely for Your internal business purposes and is in the form made accessible and/or provided by Autodesk.  In some cases, access and use by others may be allowed if specifically designated in the Documentation, Special Service Terms or Entitlements.  You will be responsible for compliance with these Terms by Your Authorized Users and any other persons who may have access to the Service through You (whether or not such access is authorized by Autodesk or within the scope of Your Entitlements).  Your Authorized Users may be required to review and agree to these Terms before they access and use the Service.  You may not sell or offer to resell the Service Offering in whole or in part.  Without limitation of Autodesk’s obligation to provide the Services according to the Entitlements, You understand that certain Services or Service Offerings may not be available in all locations, may require You to purchase a membership or subscription or pay additional fees and may not be available in all languages.  You are responsible for administering any of Your own rules for access to Your site or Your Content by Your Authorized Users.  Autodesk is not responsible for enforcing any such rules.

 

            1.3      You and Your Authorized Users will need to set up an account and maintain Internet access to use the Service.  You and Your Authorized Users will need Internet access and may need to create or log into an account to use the Service and GTP Services reserves the right to require that.  You agree that you and Your Authorized Users will not share any user ID or passwords.  You agree you will not allow anyone else to access Your account or Your site (except as expressly allowed by these Terms) or do anything else that might jeopardize the security of Your account.  You will be solely responsible for arranging and paying any cost for Internet or other network access, equipment, software, services and other resources required for You to access and/or use the Service (“Access”), including, without limitation, Internet service provider fees, telecommunications fees, and the costs of any equipment and third-party software (including, without limitation, encryption and other security technology).  GTP Services will not be responsible for the support of Your Access and will not be responsible for the reliability, security or performance of any Access.  Except as otherwise set forth in the Special Services Terms or as described in Your Entitlements, the Services may be accessed on a worldwide basis (although not all services and functionality referenced in the Services may be available in all countries or locations now or in the future).  These terms do not change any territorial restrictions applicable to Your use of any Separate GTP Services Product.

 

            1.4      Service Level Agreements may apply to the Services.  GTP Services will make the Service available to You and Your Authorized Users consistent with the manner in which GTP Services makes the Services generally available to users of the Service.  Any SLAs available to You in connection with the Service will be Additional Agreements and the credits (if any) set forth in any SLA will be the sole and exclusive remedy for failure to meet the identified service levels.  Not all Services have SLAs.  Autodesk does not make any representations or guarantees related to uptime or availability of the Service Offering except as specifically identified in the applicable SLA, if any.

 

2.       CONTENT.

 

            2.1      Your Content is Yours. You maintain ownership of and responsibility for Your Content and responsibility for Your conduct while using the Service Offering.  You agree that Your Content and Your (and Your Authorized Users) conduct in using the Service Offering will comply with all applicable laws, rules and regulations, the Rules of Conduct and all other Policies.  By creating, submitting, posting or otherwise making Your Content available to GTP Services and/or others, You acknowledge and agree that: (1) You will evaluate and bear all risks associated with Your Content; and (2) under no circumstances will GTP Services Parties be liable in any way for Your Content as You upload or submit it, including, but not limited to any errors or omissions.  Without taking away from GTP Services’ obligation to provide the Services as described in Your Entitlements, You are encouraged to practice effective content retention practices, to maintain copies on Your own computer or local network, to use the latest encryption and other security technology to protect Your Content and to back up and protect the security and confidentiality of Your Content, as applicable to the Service.  GTP Services personnel will not access Your Content except (a) as part of providing, maintaining, securing or modifying Services, (b) at Your request or with Your consent as part of addressing or preventing a service, support or technical issue, or (c) in connection with legal obligations or proceedings in accordance with Section 2.4 below.  Use of Your Personal Information will be as set forth in the Privacy Statement.  GTP Services does not own Your Content.  You acknowledge that provision of the Service necessarily involves technical access, processing and transmission of Your Content and Metrics related to use of the Service.

 

            2.2      What happens when you share Your Content.  Some Services permit You to share Your Content or publish Your Content to a Forum or to other products or services directly or indirectly through other software.  You understand that if You choose to share or publish Your Content (whether by emailing, sharing a link, submitting to a software application for access to a service, posting in a Forum or other public areas or in shared areas available to other users You have chosen, or by any other available sharing mechanism), that anyone You have shared Your Content with (including in some cases the general public) may be able to use, reproduce, manipulate, distribute, display, transmit, and communicate Your Content.  Forums may be public and submissions to Forums are non-confidential.  If You do not want others to have those rights, do not use the Service to share Your Content or set Your permissions accordingly.   You are responsible for the administration of access to Your Content by Your Authorized Users including granting and terminating access.  You acknowledge that in some cases, a user You have granted access to may have the ability to copy or transfer or save Your Content outside of the Service and suspending or terminating access will not delete or inhibit access to content that was earlier copied or transferred.   You waive “moral” rights or other rights with respect to attribution of authorship of Your Content.  GTP Services Parties have no control over and shall have no liability for any damages resulting from the use or misuse by any third party of Your Content that You choose to share, directly or indirectly, or any Forum or through any service or software.  IF YOU CHOOSE TO SHARE YOUR CONTENT OR MAKE YOUR CONTENT AVAILABLE IN A FORUM OR OTHERWISE IN CONNECTION WITH THE SERVICE, YOU DO SO AT YOUR OWN RISK.

 

            2.3      Confidentiality of Your Content and other Confidential Information.  You or GTP Services (as the “Disclosing Party”) may disclose Confidential Information to the other party (the “Receiving Party”) in connection with the Services.  The Receiving Party shall use the same degree of  care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and agrees (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and any Additional Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors, service providers and agents who need such access for purposes consistent with these Terms and any Additional Agreement, and who are subject to confidentiality obligations with the Receiving Party containing protections no less stringent than those herein.

 

            2.4      Legal Related Disclosure.  The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted).  You agree and acknowledge that GTP Services may access and disclose Your Content to comply with any legal obligations or governmental or regulatory body request (including subpoenas or court orders), as part of a legal proceeding involving GTP Services Parties or at your request.  If disclosure is made at Your request, You may be responsible for the costs of compiling and providing access to such Confidential Information.

 

            2.5      Availability of Third Party Materials.  Third Party Materials may be made available to You, directly or indirectly, through the Service (including Third Party Materials shared by other users of the Service, through use of Software that references the Services, through Forums or by any other means).  In some cases, such Third Party Materials may appear to be a feature or function within, or extension of, the Services, Subscription, Membership or the GTP Services Software.  Accessing such Third Party Materials may cause Your Computer, without additional notice, to communicate with a third-party website�for example, for purposes of providing You with additional information, features and functionality.  Such connectivity or access to third party websites or Third Party Materials is governed by the terms (including the disclaimers and notices) found on such sites or otherwise associated with the Third-Party Materials and access to and use of Third Party Materials and other products and services from GTP Services may require assent to separate terms and/or payment of additional fees..  You agree that any viewing, use or access of Third Party Materials by You or Your Authorized Users is at Your sole risk.  Under no circumstances will Autodesk Parties be liable for any loss or damage caused by Your viewing, use or reliance on Third Party Materials.  Any dealings between You and any third party in connection with such Third Party Materials, 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 You and such third party.  Autodesk may at any time, for any reason, modify or discontinue the availability of any Third Party Materials.

 

            2.6      Deleting Your Content.  If You delete Your Content from the Service, You understand it may persist in backup copies.  In addition to GTP Services’ rights to delete Your Content upon expiration or termination of these Terms under Section 8 (Termination), GTP Services has the right (but not the obligation) to delete inactive sites or accounts or purge related content (and all backups thereof), without further notice and without liability for deletion or failure to store such content.  GTP Services Parties shall have no responsibility or liability for deletion based on Your settings or actions or inactions or for any failure to delete Your Content.

 

            2.7      Security is important.  The Services will be provided using processes and safeguards which are designed to help maintain the security of Your Content that are appropriate for the Services.  GTP Services from time to time may have external auditors verify GTP Services adherence to GTP Services security controls applicable to certain GTP Services’ services and issue reports relating to the same (“Reports”).   You may request from GTP Services a copy of the Reports applicable to the Service (if any) and GTP Services will provide copies of the Reports to You (subject to execution of a non-disclosure agreement reasonably acceptable to GTP Services and, if applicable, service providers and external auditors).  GTP Services will provide such Reports no more frequently than once annually.  Reports are GTP Services Confidential Information under these Terms and the applicable non-disclosure agreement.

 

3.       RESTRICTIONS.

 

            3.1      There are restrictions applicable to the Services. This is a contract for Services that is personal to You and You may not and will not permit any third party to: (1) distribute, rent, loan, lease, sell, resell, sublicense, or otherwise transfer all or any portion of the Service Offering, your rights with respect to the Service or Your Entitlements or any part of these Terms, to any other person or legal entity; (2) remove, alter, or obscure any copyright, trademark, confidentiality or other proprietary notices, labels, or marks from or on the Service Offering or modify, translate, adapt, arrange, or create derivative works based on the Service Offering, except as permitted in the Entitlements or Special Service Terms; (3) decompile, disassemble or otherwise reverse engineer the Service Offering, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Service Offering; (4) use the Service Offering as a service bureau or enable use or access of the Service Offering other than by Authorized Users; (5) use the Service Offering in excess of, or in any manner inconsistent with, Your Entitlements or in violation of a law or regulation; (6) interfere with or disrupt the Service, or servers or networks connected to any website through which the Service is provided; (7) use the Service Offering as storage for remote loading or as a door or signpost to another home page, whether inside or beyond the site through which the Services are provided; (8) use the Service Offering to perform any stress, vulnerability, penetration, availability, or performance testing on, or otherwise attempt to access in a manner not expressly permitted by GTP Services, any network, system, server, or computer hosting the Service or related Software, or use the Service for any other benchmarking or competitive purposes or attempt to create a similar service through use of the Services or related Software; (9) use the Service Offering to collect or store personal data about any person or entity, including other users of the Service, except as otherwise specifically permitted in the Special Service Terms or Documentation and subject to any related restrictions; (10) use the Software or access or use the Service Offering except as expressly set forth in these Terms; or (11) utilize any equipment, device, software, or other means to (or designed to) circumvent or remove any form of technical protection used by GTP Services in connection with the Service Offering or access the Service Offering with any code, serial number, or other copy-or access protection device not supplied by GTP Services directly or indirectly.  GTP Services has the right (but not the obligation) to monitor and audit Your (and Your Authorized Users’) usage of the Service to verify compliance with these Terms.  Any use or access other than in accordance with these Terms is unauthorized.

 

            3.2      Suspension of the Services.  If GTP Services is made aware or believes in good faith that Your Content or conduct (or that of Your Authorized Users) may (1) violate these Terms (including, without limitation, any Policy or Additional Agreement), (2) violate any law, regulation, or rights of a third party, including, but not limited to, rights under the copyright law and prohibitions on libel, slander, and invasion of privacy, (3) pose a security risk to the Service or any users of the Service, or otherwise adversely impact the Service or the systems or the content of any other user, or (4) subject GTP Services or any third party to liability, GTP Services has the right, but not the obligation, to immediately disable or suspend access to Your Content and/or suspend Your access to the Service Offering (or take other action as may be required to comply with law) without notice to You.  You acknowledge and agree that GTP Services also may suspend or terminate Your access to the Service Offering if any information You provide to GTP Services in connection with Your registration for, or use of, the Service is or becomes false, inaccurate, obsolete or incomplete.  GTP Services may remove any content that is posted to the Service without notice if it believes that such content exceeds Entitlement (or, if the Entitlement does not specify, reasonable) storage limits.  

 

4.       Privacy

 

            4.1      The GTP Services Privacy Statement applies to Your Use of the Services.  You understand and agree that by using the Service, You consent to the collection, use, processing, and storage of Your Personal Information as described in the then-current Privacy Statement, including cross-border transfers as described in the Privacy Statement.  The Privacy Statement is incorporated into these Terms by this reference.

 

            4.2      Compliance with privacy laws is important and You are responsible for certain permissions.  You acknowledge and agree that You are responsible for compliance with all applicable privacy and data protection laws related to Personal Information provided to GTP Services in connection with use of the Service by You or Your Authorized Users or personnel, including any applicable requirements related to notice, consent, transfer (including cross-border transfer), disclosure, and use of Personal Information in connection with the Service, including as described in the Privacy Statement.  Without limiting the foregoing, You will ensure that You have obtained consents, to the extent necessary, to provide Personal Information to be transferred to, collected, stored, used and otherwise processed by GTP Services and its service providers, and that any individual who accesses or uses the Service has been made aware of the Privacy Statement.

 

            4.3      Service Providers; No Sensitive Personal Data. You acknowledge that GTP Services may use third-party service providers in connection with the Services, including without limitation the use of cloud computing service providers which may transmit, maintain and store Your Content and data using third-party computers and equipment in locations around the globe.  You acknowledge that any data storage functionality associated with the Services is not intended for the storage of Social Security numbers, credit or debit card numbers, financial account numbers, driver’s license numbers, medical information, health insurance information, sensitive data about personal characteristics such as race, religion, or sexual orientation, or other personal data that may pose a risk of harm to the individual if improperly disclosed (collectively, “Sensitive Personal Information”).   You agree not to upload or otherwise submit any Sensitive Personal Information in connection with the Service and further agree that GTP Services Parties will have no responsibility or liability with respect to any such Sensitive Personal Information that is processed, transmitted, disclosed, or stored in connection with the Service.

 

5.       GTP SERVICES PROPRIETARY RIGHTS.

 

            5.1      GTP Services proprietary materials are involved in delivery of the Service.  You acknowledge and agree that GTP Services and its licensors own all right, title, and interest (including, without limitation, patents, copyrights, trademarks, trade secrets, and all other intellectual property rights) in and to the Service, Software, API Information, Development Materials, Metrics, Documentation, Service Site, Entitlement Site, sample data sets, sample models or other sample content and any information, data or materials provided or used in connection with, or generated by, the Service (excluding Your Content). You agree not take any action to jeopardize, encumber, limit, or interfere in any manner with GTP Services’ or its licensors’ ownership and rights with respect thereto. GTP Services does not grant You any right to use its trademarks, trade names, or logos.  You have only the limited rights to use the Service Offering as are expressly granted to You under these Terms and no other rights are granted or conveyed, or shall be deemed to be granted conveyed, whether by implication, estoppel, or otherwise.  Your access is to a service.  No license to GTP Services software other than to Client Software and Development Materials expressly for use with the authorized use of the Service is granted by these Terms.  GTP Services will have (and You grant) a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate any suggestions, feedback, improvement requests or other recommendations You or Your Authorized Users provide, relating to the Services (“Feedback”).

 

            5.2      Rules for using GTP Services APIs.  You acknowledge and agree that any API Information and Development Materials (unless otherwise specified by GTP Services in additional or different terms associated with such API Information or Development Materials): (1) are GTP Services Confidential Information and proprietary to GTP Services; (2) may not be distributed, disclosed or otherwise provided to third parties; (3) may be used only internally and only in conjunction with and for Your own authorized internal use of the Service to which the API Information or Development Materials relate, such as the development and support of services, applications, modules and components to operate on or with such Service; and (4) may only be used on the same Computer(s) where such Services are permitted to be used.  Notwithstanding the foregoing, if You develop any such services, applications, modules and components in accordance with these Terms, nothing in these Terms will prohibit You from using such services, 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 services, applications, modules and components: (a) do not incorporate or embody any Development Materials or other Software or materials distributed or made available by GTP Services, directly or indirectly (other than the API Information that was used in the development thereof in accordance with these Terms) and (b) do not disclose the API Information.

 

            5.3      There may be Client Software involved in Your use of the Services.  Access to the Service may require use of one or more (1) Software programs that are made available for download by GTP Services and are designed to be installed and used on a Computer for the purposes of enabling use of the Service (“Client Software”) or (2) Separate GTP Services Products.  Use of all Software is subject to the end user license agreement provided or referenced by Autodesk in connection with the Separate GTP Services Product (each, a “License Agreement”) , or in the case of Client Software, then the following shall apply: Subject to the terms and conditions of these Terms and the payment of all fees (if any) related to Your use of the Service, GTP Services hereby grants to You a non-exclusive, nontransferable, non-sublicensable, limited right and license, during the Term, to: (a) make one (1) copy of the Client Software (and that portion of the Documentation directly related to the Software) for backup purposes only (provided that all titles, trademarks, and copyright and restricted rights notices are reproduced in or on all such copies); (b) install the Client Software solely on Computers owned or controlled by You or Your Authorized Users; and (c) use the Client Software, in each instance solely for purposes of using the Service in accordance with these Terms in accordance with the Documentation, and solely for Your own internal business purposes.  Except as set forth in this section, no other right or license of any kind is granted to You with respect to the Client Software.  As a clarification, all of the Restrictions applicable to the Service Offering apply to the Client Software and Your use of the Client Software is subject to the disclaimers and limitations referenced in Section 7 and the Export Laws referenced in Section 9.

 

6.      INDEMNIFICATION AND WARRANTIES.

 

            6.1      Indemnification. You shall, at Your sole expense and to the fullest extent permitted by law, indemnify, defend (at GTP Services’ request), and hold harmless GTP Services Parties against any and all losses, liabilities, expenses (including reasonable attorneys’ fees) suffered or incurred by GTP Services Parties by reason of any claim, suit or proceeding (“Claim”) arising out of or in connection with: (1) Your Content or use of Your Content, including, without limitation, any assertion that Your Content or the use thereof may infringe any copyright, trademark, or other intellectual property or other rights of any individual or entity, or are a misappropriation of any individual or entity’s trade secret, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials or use thereof caused death or bodily injury or damage to the real or tangible property of any third party; (2) any breach of or failure by You or Your Authorized Users to comply with these Terms or any Policies or Additional Agreements; or (3) use of the Service Offering by You (or anyone who accesses the Service through You).  If requested by GTP Services to defend a Claim, You will not agree to any settlement without the prior written consent of GTP Services, and GTP Services shall have the right to participate, at its own expense, in the defense of any Claim with counsel of its own choosing.

 

            6.2      Warranties.  You acknowledge and agree that (1) You have the requisite rights to submit, develop and use Your Content in connection with the Service; (2) Your Content does not infringe or misappropriate any intellectual property or proprietary right of any third party or violate any applicable laws, rules or regulations; (3) Your Content is not subject to any restriction on disclosure, transfer, download, export or re-export under any applicable law, rule or regulation; and (4) any information You provide in connection with Your registration for, or use of, the Service is and shall remain true, accurate, and complete, and that You will maintain and update such information regularly.

 

7.       DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITIES; RELEASE; BENEFIT OF THE BARGAIN

 

            7.1      Warranty Disclaimer.  NOTWITHSTANDING ANY WARRANTY APPLICABLE TO THE SOFTWARE IN THE LICENSE AGREEMENT, THE SERVICE OFFERING IS PROVIDED “AS IS” AND “AS AVAILABLE.”  GTP SERVICES PARTIES MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, WITH RESPECT TO THE SERVICE OFFERING, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. YOUR USE OF THE SERVICE OFFERING IS AT YOUR OWN DISCRETION AND RISK.  GTP SERVICES PARTIES DO NOT WARRANT THAT ANY USE OF OR ACCESS TO THE SERVICE OFFERING WILL BE ERROR-FREE, COMPLETE, SECURE OR THE CONTENT WILL NOT BE OTHERWISE LOST OR DAMAGED OR MEET YOUR REQUIREMENTS OR EXPECTATIONS; THAT OPERATION OR AVAILABILITY WILL BE UNINTERRUPTED; OR THAT ERRORS OR FAILURES WILL BE CORRECTED OR REMEDIED.  GTP SERVICES PARTIES DO NOT WARRANT THAT THE SERVICE OFFERING WILL PERFORM IN ANY PARTICULAR MANNER.  WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR (AND GTP SERVICES PARTIES ASSUME NO RESPONSIBILITY AND WILL HAVE NO LIABILITY OF ANY KIND FOR) (1) THE DECISIONS THAT YOU MAY MAKE REGARDING THE SERVICE OFFERING; (2) USE OF THE SERVICE OFFERING INCLUDING ANY CONTENT, DATA, INFORMATION, OR OTHER MATERIAL ACCESSED BY YOU IN CONNECTION WITH THE SERVICE OFFERING INCLUDING, WITHOUT LIMITATION, IMPACT TO YOUR COMPUTER SYSTEM OR LOSS OF DATA; OR (3) ANY EFFECTS ON YOUR BUSINESS THAT MAY RESULT FROM SUCH USE.  GTP SERVICES PARTIES MAKE NO WARRANTIES TO ANY THIRD PARTY.  GTP SERVICES PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE OFFERING IS OR WILL BE APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION.  This Section will be enforceable to the maximum extent allowed by applicable law.  No information or advice (whether written, oral or otherwise) provided by Autodesk Parties or their representatives will create any warranty or in any way affect the disclaimers of warranty or limitations of liability expressly provided in these Terms. 

 

            7.2      Functionality Limitations.  THE SERVICE OFFERING IS NOT A SUBSTITUTE FOR YOUR OWN JUDGMENT (INCLUDING PROFESSIONAL JUDGMENT) OR INDEPENDENT TESTING, DESIGN, ESTIMATION OR ANALYSIS, AS APPLICABLE.  DUE TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE SERVICE OFFERING, THE SERVICE OFFERING HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE USED AND MAY NOT ACHIEVE THE RESULTS YOU DESIRE.  WITHOUT LIMITATION OF SECTION 2 (CONTENT) OR 7 (DISCLAIMERS), GTP SERVICES PARTIES SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY RESULTS OR OUTPUT OBTAINED OR OTHERWISE VIEWED THROUGH THE SERVICE OFFERING OR ANY MATERIALS DEVELOPED BY YOU IN CONNECTION WITH THE SERVICE OFFERING.  YOU ARE RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT AND CONTROL OF USE OF THE SERVICE OFFERING. THIS RESPONSIBILITY INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE SERVICE OFFERING AND THE SELECTION OF THE SERVICE OFFERING AND OTHER PROGRAMS TO ACHIEVE YOUR INTENDED RESULTS.  YOU ARE ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY, ACCURACY AND COMPLETENESS OF SERVICE RESULTS, OUTPUT OR MATERIALS DEVELOPED BY YOU IN CONNECTION WITH THE SERVICE OFFERING (IF ANY), INCLUDING ALL ITEMS VIEWED OR DESIGNED USING THE SERVICE OFFERING.  THERE ARE NO SERVICE LEVEL AGREEMENTS MADE IN CONNECTION WITH THE SERVICE OFFERING EXCEPT AS MAY BE EXPRESSLY REFERENCED IN THE ENTITLEMENTS.

 

            7.3      Limitation of Liability.  TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY, (1) IN NO EVENT WILL GTP SERVICES PARTIES BE LIABLE HEREUNDER FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR ANY OTHER DAMAGES OF LIKE KIND WHATSOEVER (HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE), INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR OTHER COVER, OR ANY OTHER SIMILAR COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, NOR WILL ANY OF THE FOREGOING PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM A FORCE MAJEURE OR AN ACT OF A THIRD PARTY OR OF NO FAULT ON ITS BEHALF; AND (2) THE TOTAL CUMULATIVE COLLECTIVE LIABILITY OF AUTODESK PARTIES FOR ALL COSTS, LOSSES OR DAMAGES FROM ALL CLAIMS, ACTIONS OR SUITS HOWEVER CAUSED OR ARISING FROM OR IN RELATION TO THE SERVICE OFFERING SHALL NOT EXCEED (a) ALL AMOUNTS PAID OR DUE FROM YOU FOR ACCESS TO THE SERVICE OFFERING GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM (NO MATTER WHEN PAYMENTS WERE ACTUALLY MADE), OR (b) ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

 

            7.4      Basis of the Bargain.  The parties agree that releases, waivers, warranty disclaimers, limitations of liability and indemnities in these Terms are a fundamental basis of the bargain between You and Autodesk, and are a material part of the consideration received by Autodesk for the provision of the Service Offering under these Terms, and Autodesk would not have entered into these Terms and provided the Service Offering in the absence of such releases, waivers, warranty disclaimers, limitations of liability and indemnities.  

 

8.      TERM AND TERMINATION.

 

            8.1      Term and Termination.  These Terms shall become effective on the date You first agree to these Terms by selecting the box indicating that you have read and agree to these Terms or, if earlier, the date You first access or use the Service (“Effective Date”).  The term of the Agreement (“Term”) shall extend from the Effective Date until this Agreement is terminated or expires as described in this Section 8.  Each of GTP Services or You may terminate these Terms, if the other party is in breach of the Terms and fails to cure such breach within ten (10) days after written notice of the breach. In addition, GTP Services may, as an alternative to termination, suspend the Service and Your access to the Service Offering, and/or other GTP Services obligations or Your rights under these Terms, if You fail to make a payment to GTP Services or a distributor or reseller authorized directly or indirectly by Autodesk or otherwise fail to comply with the provisions of these Terms or Additional Agreements relating to any such Service.  GTP Services may also terminate this Agreement if You become subject to bankruptcy proceedings, become insolvent, or make an arrangement with Your creditors.  GTP Services may terminate or modify this Agreement if the continued provision of the Services to You or Your users is prohibited by applicable law or as otherwise required by applicable law.  These Terms will terminate automatically without further notice or action by GTP Services if You go into liquidation. You acknowledge and agree that GTP Services may assign or sub-contract any of its rights or obligations under these Terms. You may terminate these Terms at any time, with or without cause, effective upon notice of termination provided that (except in the termination as a result of a modification of these Terms in accordance with Section9A below) under no circumstances will You be entitled to refund for any fees paid or credit against fees due in connection with the Service.  Unless earlier terminated in accordance with this Section 8, these Terms shall automatically terminate on the first to occur of (1) the date or end of the term of the Service identified in Your Entitlements, (2) the expiration or termination of an Additional Agreement, (3) the removal of the Service from the Separate GTP Services Product or Your Entitlements, or (4) the discontinuation of the Service by GTP Services.  For all Service Offerings identified as “Beta”, “Labs” or “Pre-Release” or made available as “free” or “trial” or without requirement of payment for a Separate GTP Services Product (“Free Services”) , (a) these Terms may be terminated at any time by GTP Services or by You, with or without cause, effective upon notice of termination; and (b) if no expiration date or end of term is identified in the Entitlements, and neither of the events described in (2), (3) or (4) above has first occurred, then these Terms shall terminate on the first anniversary of the Effective Date.  Without limitation of anything in this paragraph, for all Service Offerings accessed as part of Subscription or Membership, these Terms and Your access to the Services will terminate when Your Subscription or Membership (and the applicable Subscription or Membership Program Terms) terminates or expires.    

 

            8.2      Effect of Termination.  Upon any termination of these Terms for any reason, You and Your Authorized Users must immediately cease using the Service.  Termination of these Terms does not affect, or give You any right to terminate, any Additional Agreement.  Sections 3 and 5 through 10 will survive termination of these Terms for any reason.  It is Your responsibility to retain copies of Your Content.  Upon termination GTP Services shall have the right to immediately deactivate Your account(s) and suspend access to Your Content and, following the Content Retrieval Period, may delete, without notice, Your Content, if any, and all backups thereof, and GTP Services Parties shall not be liable for any loss or damage which may be incurred by You or any third parties as a result of such deletion.  

 

            8.3      Content retrieval after termination.  Within thirty (30) days following the end of the term of Your Services (“Content Retrieval Period”), You may request retrieval of Your Content from the Services by GTP Services.  Provided You have paid all amounts due in connection with the Service,  GTP Services will, at GTP Services’ election, either (1) grant You limited access to the Service for the sole purpose of allowing You to retrieve Your available Content or (2) make such Content otherwise available to You, each of (1) and (2) at GTP Services’ then-current daily professional services rates.    

 

9.      GENERAL.

 

            9.1      These are Services that may change.  The Terms may change as well. GTP Services reserves the right, from time to time in its sole discretion, to (1) modify or release subsequent versions of the Service, (2) impose license keys, authorizations, or other means of controlling access to the Service, and (3) change or discontinue the Service or the products, functionality or services comprising the Service, limit the availability of a Service to any geographic area or language at any time.  You acknowledge and agree that GTP Services may at any time make feature or functionality updates to the Service.  GTP Services will endeavor to inform You of major changes to the Service (including the Entitlements applicable to a Service Offering).  GTP Services will provide You ninety (90) days advance notice if GTP Services discontinues the Service in its entirety.  Additionally, if GTP Services makes a material modification to these Terms, Autodesk will provide notice to You.  Notice will be provided (i) via email to the registered email address or (ii) via notice in the administrator site or account of Your site or account, or (iii) via any other manner deemed reasonable by GTP Services which involves specific notification to You (including, for example, by in-service notification functionality).  Notwithstanding the forgoing, modifications to the Privacy Statement will be handled as described in the Privacy Statement.  Except as may be otherwise expressly set forth in the Membership Program Terms, if a modification to the Entitlements or these Terms has a material adverse effect on You and You do not agree to the modification, You must notify GTP Services of the same by email to stratus@gogtp.com within thirty (30) days after GTP Services notice of the modification.  Such notification shall be considered a termination by You pursuant to Section 8.  If You so notify GTP Services, Your use and access to the Service will (even if you click to agree or acknowledge the modified Terms) remain governed by the Terms in effect immediately before the change (except to the extent modifications were made to comply with applicable law) until (x) the end of the then-current term identified in Your Entitlements, or (y) sixty (60) days after GTP Services’ notice of the modification, whichever is earlier.  In the event of such termination by You, GTP Services (or the applicable third party) will refund the prorated portion of any prepaid fees applicable to the remaining term after the effective date of termination.  Such date will be the end of the Term of Your Services.  If the Service or the Term is renewed or extended, it will be under the then-current Terms.  You acknowledge that Your commitments with respect to the Services are not contingent on delivery of future service features or functionality (or oral or written statements about future features or functionality).

 

            9.2      The law that applies depends on where You acquire the Service.  These Terms will be governed by and construed in accordance with the laws of (1) Switzerland if You acquired the Separate GTP Services Product or, for Stand-Alone Services if you subscribed to the Service in a country in Europe, Africa or the Middle East, (2) Singapore if You acquired the Separate GTP Services Product or, for Stand-Alone Services if you  subscribed to the Service in a country in Asia, Oceania or the Asia-Pacific region, or (3) the State of California (and, to the extent controlling, the federal laws of the United States) if You acquired the Separate Autodesk Product or, for Stand-Alone Services if you subscribed to the Service in a country in the Americas (including the Caribbean) or any other country not specified in this Section 9.  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) these Terms.  In addition, You agree that any claim, action or dispute arising under or relating to these Terms (including, without limitation, the Special Service Terms) 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 You acquired the Separate GTP Services Product or, for Stand-Alone Services if you  subscribed to the Service 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.  You will be considered to have subscribed to a Service based on where you buy or purchase the Service, regardless of where the Service is delivered or accessed.

 

            9.3      Export control laws apply. You acknowledge and agree that Your use of the Service Offering is subject to compliance with United States and other applicable country export control and trade sanctions laws, rules and regulations, including, without limitations the regulations promulgated by the U.S. Department of Commerce and the U.S. Department of the Treasury (“Export Control Laws”). You shall be solely responsible for complying with the Export Control Laws and monitoring any modifications to them. You represent and warrant that (1) You are not a citizen of, or located within, a nation that is subject to U.S. trade sanctions or other significant trade restrictions (including, without limitation, Cuba, Iran, Sudan, Syria and North Korea); (2) You are not identified on any U.S. government restricted party lists (including, without limitation, the U.S. Treasury Department’s List of Specially Designated Nationals and Other 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); (3) You will not, unless otherwise authorized under the Export Control Laws, use the Service Offering in any restricted end use, including, without limitation, design, analysis, simulation, estimation, testing, or other activities related to nuclear, chemical/biological weapons, rocket systems or unmanned air vehicles applications; and (4) that no part of Your Content is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws.  You agree that You will not use the Service Offering to disclose, transfer, download, export or re-export, directly or indirectly, Your Content, Third Party Materials or any other content or material to any country, entity or other party which is ineligible to receive such items under the Export Control Laws or under other laws or regulations to which You may be subject.     

 

            9.4      What to do about claims of copyright infringement. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to GTP Services’ Copyright Agent by email at stratus@gogtp.com

 

            9.5      General.  The parties’ relationship to each other under these Terms is strictly that of independent contractors and nothing in these Terms shall in any way constitute or be construed as evidence of intent to establish any association, partnership, joint venture or other relationship.  Each party will be responsible for covering their respective costs and expenses in performing their duties under these Terms, unless expressly provided otherwise herein.  If for any reason a court of competent jurisdiction finds any provision of these Terms, or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms and the remainder of these Terms shall continue in full force and effect. The section headings used in these Terms are for convenience only and will not be given any substantive effect.  When used in these Terms, “includes” or “including” will be deemed to mean “including but not limited to” or “include but are not limited to.”   The English language version of these Terms is legally binding in case of any inconsistencies between the English version and any translations.  If You access the Service in Canada, You agree to the following:  The parties hereto confirm that it is their wish that these Terms, as well as other documents relating hereto, including Notices, have been and will 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.  A party may only waive its rights under these Terms by a written document executed by both parties.  Any failure to enforce any provision of these Terms shall not constitute a waiver thereof or of any other provision hereof. You may not assign or delegate these Terms or any of Your rights or obligations hereunder.  Any unauthorized assignment will be null and void.

 

            9.6      Notices.  Notices in connection with these Terms by You will be in writing and will be sent by electronic mail to stratus@gogtp.com , postal service, or a delivery service (such as UPS, FedEx or DHL), except that You may not provide notice to GTP Services of an GTP Services breach by electronic mail.  Notices from GTP Services to You will be effective (1) in the case of notices by email or website posting, one (1) day after sending to the email address provided to GTP Services or posting on the applicable web site, or (2) 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 GTP Services.  You hereby consent to service of process being effected on 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 GTP Services) if so permitted by applicable law.

 

            9.7      Force Majeure.  Neither party shall be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including, without limitation, acts of God, earthquake, fire, flood, embargoes, strikes, lockouts or other labor disturbances, civil unrest, failure, unavailability or delay of suppliers or licensors, riots, terrorism or terrorist acts, war, failure or interruption of the Internet or third party Internet connection(s) or infrastructure, power failures, acts of civil and military authorities and severe weather.  Such party will give the other party prompt written notice (when possible) of the failure to perform and use its reasonable efforts to limit the resulting delay in its performance.

 

            9.8      Entire Agreement.  These Terms (including, without limitation, the Additional Agreements and Policies) contain the entire agreement between You and GTP Services with respect to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and GTP Services with respect to the Service Offering.  In the event of a conflict or inconsistency between these Terms and any Additional Agreement or Policy, these Terms will control, except (1) that the Entitlements and Special Service Terms will control over these Terms and (2) an Additional Agreement will control to the extent that it expressly overrides these Service Terms with respect to the Service.

 

10.      DEFINITIONS.

 

            10.1      “Additional Agreement” means an agreement (1) for a Separate GTP Services Product (if any) or (2) that You and GTP Services otherwise agree in writing constitutes an Additional Agreement and includes certain terms and conditions for access or use of the Service or Software.  Additional Agreements include, without limitation, the License Agreement, SLA, Subscription Program Terms and Membership Program Terms as applicable.

 

            10.2      “Authorized Users” means Your individual employees and Your consultants, contractors, customers, agents and others with whom you conduct business for whom You have purchased subscriptions to a Service who access and use the Service only for Your benefit or as part of Your project.

 

            10.3      “API Information” means the standard applications programming interface (“API”) information generally provided by GTP Services to users of the Service Offering that specifies the requirements for interfacing to (e.g., invoking or directing the functions of) the Service or Software included in such Service Offering. API Information does not include any implementation of such interface information, any Development Materials or any other Software.

 

            10.4      “Computer” means (1) 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 (2) a software implementation of such a device (or so-called virtual machine); or (3) a mobile device designed for processing digital or similar information.

 

            10.5      “Confidential Information” means all confidential information disclosed by a Disclosing Party to a Receiving Party, whether orally or in writing, that is designated as confidential.  Your Confidential Information shall include Your Content; GTP Services Confidential Information shall include the Services and related technology, product plans and technical information.  Confidential Information shall not include any information that (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (3) is received from a third party without breach of any obligation owed to the Disclosing Party; (4) was independently developed by the Receiving Party; (5) Metrics; or (6) Feedback.

 

            10.6     “Customer Information Form” means a form completed by or on behalf of You and submitted to GTP Services (or by a reseller or distributor authorized by GTP Services), directly or indirectly, in connection with Your order  for the Service or a Separate GTP Services Product.

 

            10.7      “Development Materials” means SDKs (software development kits) and other toolkits, libraries, scripts, reference or sample code, and similar developer materials included in the Service Offering.

 

            10.8      “Documentation” means any technical requirements and end-user documentation for the Service made available to You by GTP Services.

 

            10.9      “Entitlement Site” means the website owned or operated by or for GTP Services through which You can view Your specific Entitlements.  For some Services, access to the Entitlement Site may be through functionality within Your Separate GTP Services Product or Service.

 

            10.10      “Entitlements” means Your entitlements to use the Service (such as maximum capacity, transactions, output, hours or other measurements of use, term or duration and any other entitlements specific to such Service) as determined by the Separate GTP Services Product, stand-alone Service or type or level of Subscription or Membership You subscribed to or licensed.  “Entitlements” also include any other information about entitlements to access and use the Service which are set forth on the Entitlement Site and Service Site (including, without limitation, the description of the Service, Documentation and minimum technical requirements for the Service).

 

            10.11      “Forum” means any (1) GTP Services or third party discussion group, chat area, bulletin board, news group, wiki/help area or social network (except for those which are limited to a private group of users through the maintenance of permissions, controls and/or other privacy settings) or public area of the Service, and (2) feedback, email, message or letter to GTP Services, its webmaster or employees and any other communication to GTP Services through an interactive functionality offered as part of the Service or any website owned or operated by or for GTP Services.

 

            10.12      “Metrics” means information about You and Your use of the Service Offering (which may include storage space used, features of the Service used, metadata, index and similar information about the content stored, processed or accessed using the Service Offering and similar information).  Metrics also includes information about You and Your users that You provide in connection with Your use of the Service Offering, including Personal Information (the collection, storage and use of which will be subject to the Privacy Statement).

 

            10.13      “Membership” means a membership or subscription that You purchased that entitles You (in addition to other benefits) to access and use the Service.

 

            10.14      “Personal Information” has the meaning set forth in the Privacy Statement.

 

            10.15      “Policies” mean collectively the Entitlements, Special Service Terms, Documentation, Rules of Conduct, Privacy Statement and all other terms incorporated into these Terms by reference.

 

            10.16      “Privacy Statement” means GTP Services’ Privacy Statement as currently available at www.gtpstratus.com , as it may be modified from time to time in GTP Services’ sole discretion.

 

          

 

            10.17      “Separate GTP Services Product” means any separate GTP Services product that You acquired, licensed, joined or subscribed to which entitles You to access and use the Service Offering.  A Separate GTP Services Product may be (1) a stand-alone product or service, (2) a Subscription, (3) a suite of products and/or services; or (4) a Membership.

 

            10.18      “Service” means a web- or cloud-based service requiring a connection to the Internet and that GTP Services makes available through a Separate GTP Services Product or the Service Site.

 

            10.19      “Service Offering” means the Service, API Information, Development Materials, Documentation, Service Site, Client Software, Entitlement Site and any and all content (including, without limitation, Third Party Materials), sample data sets, sample models or other sample content, information, data or materials provided by GTP Services hereunder or viewed or generated in connection with the Service (including, without limitation, any output, results, recommendations or projections based upon Your Content or otherwise) or any related subject matter.

 

            10.20      “Service Site” means the website(s) owned or operated by or for GTP Services that is associated with the Service.

 

            10.21      “SLA” means any service level agreement that GTP Services may make available to You in connection with the Service. Generally available service level agreements, if any, will be posted on www.gtpstratus.com or any successor or supplemental web page of GTP Services, as they may be modified from time to time.

 

            10.22      “Software” means any computer program or similar material, including any modules and components, functions and features of a computer program, made available by or for Autodesk for use as part of the Service (whether by download or as a hosted solution).

 

            10.23      “Special Service Terms” means any additional specific terms and conditions for access and use of a particular Service which are 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 www.gtpstratus.com  or any successor or supplemental web page of GTP Services,  as they may be modified by GTP Services from time-to-time in its discretion.

 

            10.24      “Subscription” means a subscription that You purchased to an GTP Services product that entitles You (in addition to other benefits) to access and use the Service.

 

            10.25      “Subscription Program Terms” means the terms for a Subscription set forth at www.gtpstratus.com  or any successor or supplemental web page of GTP Services (the URL for which may be obtained on GTP Services’ website or on request), as they may be modified from time-to-time by GTP Services in accordance with its terms.

 

            10.26      “Terms” means, collectively, these Service Terms, the Special Services Terms, Entitlements and Policies.

 

            10.27      “Third Party Materials” means any files, content, designs, models, data sets, project information, materials, documents, computer programs or similar material (including, without limitation, any modules and components, functions and features of a computer program), media, audio, images, names, email addresses, comments, notes, links and other content, data, information, applications and services made available to You by any third party through or in connection with a Service or any website owned or operated by or for GTP Services.

 

            10.28      “Your Content” means, collectively, (1) any files, designs, models, data sets, images, documents or similar material submitted or uploaded to the Service by You ; (2) Your specific output generated from the Service, if any, based on Your own raw data or information; and (3) any software application, plug-in and other computer program or similar material (including any modules and components, functions and features of a computer program) developed by You using the API Information and/or Development Materials.

 

If You do not agree to all of the terms and conditions of these Terms, You should not select the “I Agree” button or box (or other mechanism designed to acknowledge agreement) indicating that You have read and agree to these Terms and You are not permitted to access or use the Service; however, any unauthorized use or access by You still constitutes agreement and consent to these Terms.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LICENSE AND SERVICES AGREEMENT

 

READ CAREFULLY: GTP SERVICES 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 GTP Services 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 GTP SERVICES MATERIALS; AND (b) WITHIN THIRTY (30) DAYS FROM THE DATE OF ACQUIRING THE GTP SERVICES MATERIALS, LICENSEE MAY RETURN THE GTP SERVICES 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 “GTP Services”, “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, GTP Services grants Licensee a nonexclusive, non-sublicensable, 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 GTP Services 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 GTP Services 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 GTP Services’ request, Licensee agrees to destroy or return to GTP Services or the Reseller from which they were acquired all copies of the Previous Version. GTP Services 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 GTP Services, destroyed or returned to GTP Services 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 GTP Services.

 

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 GTP Services 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 GTP Services Materials through Licensee (whether or not such Access is authorized by GTP Services or within the scope of the applicable License Type and Permitted Number).

 

1.6 Third-Party Licensed Materials. The GTP Services 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 GTP Services (the URL for which may be obtained on GTP Services’ website or on request to GTP Services). 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 GTP Services 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. GTP Services 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 GTP Services’ 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 GTP Services may require a further acceptance of such terms as a condition to participation in a Relationship Program.

 

1.8 Services. GTP Services may provide, and Licensee may elect to receive or benefit from, certain Services from time to time. Any Services are subject to GTP Services’ 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 GTP Services 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 GTP Services regarding future features or functionality.

 

1.11 APIs. Licensee acknowledges and agrees that any API Information and Development Materials (unless otherwise specified by GTP Services in additional or different terms associated with such API Information or Development Materials) (a) are confidential and proprietary to GTP Services, (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 GTP Services 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 GTP Services 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 GTP Services, (e) to distribute, rent, loan, lease, sell, sublicense, transfer or otherwise provide all or any portion of the GTP Services Materials to any person or entity except as expressly set forth in this Agreement or as expressly authorized in writing by GTP Services, (f) to provide or make available any features or functionality of the GTP Services 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 GTP Services 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 GTP Services Materials, (i) to decompile, disassemble or otherwise reverse engineer the GTP Services Materials, or (j) to translate, adapt, arrange, or create derivative works based on, or otherwise modify the GTP Services 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 GTP Services).

 

2.1.3 Territory. Except as otherwise authorized in writing by GTP Services, 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 GTP Services’ intellectual property rights as well as a breach of this Agreement. Licensee will notify GTP Services 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 GTP Services in connection with the GTP Services Materials, or (ii) Install or Access the GTP Services Materials with any product code, authorization code, serial number, or other copy-protection device not supplied by GTP Services 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 GTP Services License Manager or any tool or technical protection measure provided or made available by GTP Services for managing, monitoring or controlling Installation of or Access to GTP Services 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 GTP Services, in connection with the Excluded Materials. Licensee may not bypass or delete any functionality or technical limitations of the GTP Services 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

 

GTP Services and its licensors retain title to and ownership of, and all other rights with respect to, the GTP Services 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 GTP Services Materials are licensed, not sold, and that rights to Install and Access the Licensed Materials are acquired only under the license from GTP Services. The structure and organization of Software included in the GTP Services 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, GTP Services 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 GTP Services and its Resellers (and third parties acting on behalf of GTP Services 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 GTP Services and its Resellers (or third parties acting on behalf of GTP Services 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 GTP Services Materials, Relationship Programs and Services and managing the relationship with Licensee. Licensee hereby consents to GTP Services maintaining, using, storing and disclosing such information and data (including, without limitation, personal information, if any) in conformity with GTP Services’ policies on privacy and data protection, as such policies may be updated from time to time, including without limitation GTP Services’ Privacy Statement, as currently located at www.gtpstratus.com. Without limitation of the generality of the foregoing, Licensee acknowledges and agrees that: (a) GTP Services may from time to time prompt Licensee (and third parties acting on Licensee’s behalf) to provide express agreement to the terms of GTP Services’ Privacy Statement and/or express agreement to specific uses of information and data (including, without limitation, personal information); (b) GTP Services may provide information and data, including, without limitation, information and data about Licensee’s use of GTP Services Materials, Relationship Programs, and Licensee’s support requests, to GTP Services 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) GTP Services 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 GTP Services and that, effective upon posting on GTP Services’ website or other written notice from GTP Services, 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 GTP Services 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 GTP Services 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 GTP Services websites is governed by GTP Services’ 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. GTP Services 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. GTP Services 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 GTP Services or third parties) may require assent to separate terms and/or payment of additional fees.

 

5. Limited Warranty and Disclaimers

 

5.1 Limited Warranty. GTP Services 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. GTP Services’ 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 GTP Services’ 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 GTP Services Materials, with a copy of Licensee’s License Identification, to Licensee’s local GTP Services office or the Reseller from which Licensee acquired the GTP Services 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. GTP SERVICES 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, GTP SERVICES 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 GTP SERVICES MATERIALS, RELATIONSHIP PROGRAMS, OR SERVICES (PURSUANT TO A RELATIONSHIP PROGRAM OR OTHERWISE). ANY STATEMENTS OR REPRESENTATIONS ABOUT THE GTP SERVICES 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, 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 GTP SERVICES OR ANY THIRD PARTY; (b) THAT ERRORS WILL BE CORRECTED BY AUTODESK OR ANY THIRD PARTY; OR (c) THAT GTP SERVICES 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 GTP Services 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. GTP Services 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 GTP Services 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 GTP Services. Registration may be required before an activation code is issued by GTP Services. Licensee will provide GTP Services and its Reseller with any information required for such registration and agrees that any information provided to GTP Services 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 GTP Services. Licensee acknowledges and agrees that GTP Services 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 GTP SERVICES 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. GTP Services 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 GTP SERVICES 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 GTP SERVICES AND ITS SUPPLIERS ARISING OUT OF OR RELATING TO ANY GTP SERVICES MATERIALS, RELATIONSHIP PROGRAMS OR SERVICES WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY LICENSEE FOR SUCH GTP SERVICES 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 GTP SERVICES 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 GTP Services Materials provided in connection with a Relationship Program, upon commencement of the applicable Relationship Program period or fixed term. Each of GTP Services 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), GTP Services 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, GTP Services 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 GTP Services 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 GTP Services 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. GTP Services 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 GTP Services if Licensee goes into liquidation.

 

Licensee acknowledges and agrees that GTP Services 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 GTP Services Materials to which such license applies, any Relationship Program (including, without limitation, associated services), and any Services and Uninstall all copies of the GTP Services Materials. At GTP Services’ request, Licensee agrees to destroy or return to GTP Services or the Reseller from which they were acquired all GTP Services Materials. GTP Services reserves the right to require Licensee to show satisfactory proof that all copies of the GTP Services Materials have been Uninstalled and, if so requested by GTP Services, destroyed or returned to GTP Services 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 GTP Services of an GTP Services breach or provide notice of termination of this Agreement by electronic mail. Notices from GTP Services to Licensee will be effective (a) in the case of notices by email, one (1) day after sending to the email address provided to GTP Services, 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 GTP Services. 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 GTP Services) if so permitted by applicable law. Notices from Licensee to GTP Services will be effective (a) in the case of notices by email, one (1) day after sending to (and receipt by GTP Services at) gtpstratus@gogtp.com.

 

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 GTP Services Materials in a country in Europe, Africa or the Middle East, (b) Singapore if Licensee acquired the GTP Services 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 GTP Services 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 GTP Services 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 GTP Services 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 GTP Services’ prior written consent, which may be withheld in GTP Services’ 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 GTP Services’ prior written consent, which consent may be withheld in GTP Services’ 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 GTP Services, Uninstall all copies of the Software, and (without limitation of the generality of Section 9.7 (Audits)) allow GTP Services 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 GTP Services, 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 GTP Services is a third-party beneficiary of the assignee’s agreement, and the assignee must provide a copy of the agreement to GTP Services, and (c) Licensee and proposed assignee must comply with all other transfer procedures identified by GTP Services.

 

9.4 GTP Services Subsidiaries and Affiliates. Licensee acknowledges and agrees that GTP Services may arrange to have its subsidiaries and affiliates engage in activities in connection with this Agreement, including, without limitation, delivering GTP Services Materials and providing Relationship Programs and Services, provided that GTP Services (and not such subsidiaries and affiliates) will remain subject to the obligations of GTP Services under this Agreement. Licensee also agrees that GTP Services’ 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 GTP Services has the right to require an audit (electronic or otherwise) of the GTP Services Materials and the Installation thereof and Access thereto. As part of any such audit, GTP Services 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 GTP Services Materials. Additionally, within fifteen (15) days of the audit request, Licensee will provide to GTP Services all records and information requested by GTP Services in order to verify Licensee’s Installation of and Access to the GTP Services Materials. Licensee will provide full cooperation to enable any such audit. If GTP Services determines that Licensee’s Installation of or Access to the GTP Services 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, GTP Services 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. GTP Services 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 GTP Services’ reasonable control.

 

9.11 U.S. Government Rights. For U.S. Government procurements, all GTP Services 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 GTP Services 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 GTP Services 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 GTP Services 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 GTP Services Materials or Services to disclose, transfer, download, export, or re-export, directly or indirectly, any Licensee-specific output generated by the GTP Services 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 GTP Services Materials or Services provided under this Agreement and may change over time. If Licensee learns that GTP Services Materials or Services have been provided to any person or entity in violation of the Export Control Laws, Licensee will notify GTP Services immediately. If GTP Services determines that a violation of the Export Control Laws should be disclosed to the applicable export control authority, provide such assistance and information as GTP Services 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 GTP Services Materials may be subject to additional or different terms associated with such GTP Services 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 GTP Services may add to or change the Relationship Program Terms and the Services Terms from time to time, provided that GTP Services 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 GTP Services (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 GTP Services. Any other modifications to this Agreement will also be invalid unless agreed to in a writing signed by an authorized representative of GTP Services.

 

 

 

 

 

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. “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).

 

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

 

6. “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 GTP Services. GTP Services, in its sole discretion, retains the right to determine the eligibility of an Educational Licensee.

 

7. “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 www.gtpstratus.com or otherwise authorized in writing by GTP Services.

 

8. “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.

 

9. “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.

 

10. “Faculty” means an individual person who is an employee or independent contractor working for a Qualified Educational Institution.

 

11. “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.

 

12. “License Identification” means one or more designations by GTP Services 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 GTP Services packaging, or (iii) in a written confirmation or other notice issued to Licensee by GTP Services and transmitted via email, facsimile, physical delivery, or otherwise, or (b) obtained from GTP Services on request. For clarification, License Identification does not include a designation, confirmation, packaging or other document provided by a Reseller or other third party.

 

13. “License Type” means a type of license specified by GTP Services for GTP Services Materials, including the types set forth in Exhibit B. License Type includes the terms specified by GTP Services for each type of license, including the applicable terms set forth in Exhibit B. License Type is determined by GTP Services and may be specified in the applicable License Identification.

 

14. “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 GTP Services 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 GTP Services. Licensed Materials includes, without limitation, any error corrections, patches, service packs, updates and upgrades to, and new versions of, the Licensed Materials that GTP Services 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 GTP Services 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.

 

15. “Licensee” means (a) the company or other legal entity on behalf of which GTP Services Materials are acquired, if the GTP Services 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 GTP Services 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.

 

16. “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.

 

17. “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.

 

18. “Other Authorized Educational Licensee” means a Licensee described at www.gtpstratus.com or as otherwise authorized in writing by GTP Services.

 

19. “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 GTP Services and may be specified in the applicable License Identification.

 

20. “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.

 

21. “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.

 

22. “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 GTP Services).

 

23. “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 www.gtpstratus.com.

 

24. “Relationship Program” means (i) Subscription or (ii) a rental program offered generally by GTP Services pursuant to which GTP Services makes available Licensed Materials.

 

26. “Reseller” means a distributor or reseller authorized directly or indirectly by GTP Services to distribute authentic GTP Services Materials to Licensee.

 

27. “Services” means services (including the results of services) provided or made available by GTP Services, 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.

 

28. “Software” means a computer program, or a module or component of a computer program, distributed or made available by GTP Services. The term “Software” may also refer to functions and features of a computer program.

 

29. “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).

 

30. “Student” means an individual person enrolled as a student at a Qualified Educational Institution.

 

31. “Subscription” is the program offered generally by GTP Services under which GTP Services provides (among other things) updates and upgrades to, new versions of, and certain other support, services and training relating to GTP Services Materials.

 

32. “Supplemental Materials” means materials, other than Software and related User Documentation, that are distributed or made available by GTP Services 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).

 

33. “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 GTP Services 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.

 

34. “Uninstall” means to remove or disable a copy of GTP Services Materials from a hard drive or other storage medium through any means or otherwise to destroy or make unusable a copy of the GTP Services Materials.

 

35. “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 GTP Services and (c) for which GTP Services generally charges a separate fee or makes available solely to customers under a Relationship Program. Whether GTP Services Materials are an Upgrade may be specified in the applicable License Identification. Whether GTP Services Materials are an Upgrade and whether Licensee has met the qualifications to license particular GTP Services Materials as an Upgrade are determined by GTP Services.

 

36. “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 GTP Services 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.

 

37. “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. 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 GTP Services.