Solar Radiation Technology Preview for Revit Architecture and Revit MEP License Agreement

READ CAREFULLY: AUTODESK, INC. ("AUTODESK") LICENSES THIS SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT"). BY SELECTING THE "I ACCEPT" BUTTON AT THE END OF THIS AGREEMENT OR BY COPYING, INSTALLING, UPLOADING, ACCESSING OR USING ALL OR ANY PORTION OF THE SOFTWARE YOU AGREE TO ENTER INTO THIS AGREEMENT. A CONTRACT IS THEN FORMED BETWEEN AUTODESK AND EITHER YOU PERSONALLY, IF YOU ACQUIRE THE SOFTWARE FOR YOURSELF, OR THE COMPANY OR OTHER LEGAL ENTITY FOR WHICH YOU ARE ACQUIRING THE SOFTWARE. IF YOU DO NOT AGREE OR DO NOT WISH TO BIND YOURSELF OR THE ENTITY YOU REPRESENT: (A) DO NOT COPY, INSTALL, UPLOAD, ACCESS OR USE THE SOFTWARE; AND (B) SELECT "I REJECT" AT THE END OF THIS AGREEMENT (WHICH WILL CANCEL THE LOADING OF THE SOFTWARE). COPYING OR USE OF THIS SOFTWARE OR ANY ACCOMPANYING DOCUMENTATION EXCEPT AS PERMITTED BY AGREEMENT IS UNAUTHORIZED AND CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT AND AN INFRINGEMENT OF THE COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS IN SUCH SOFTWARE AND DOCUMENTATION. IF YOU COPY OR USE ALL OR ANY PORTION OF THIS SOFTWARE OR ITS USER DOCUMENTATION WITHOUT ENTERING INTO THIS AGREEMENT OR OTHERWISE OBTAINING WRITTEN PERMISSION OF AUTODESK, YOU ARE VIOLATING COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAW. YOU MAY BE LIABLE TO AUTODESK AND ITS LICENSORS FOR DAMAGES, AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES.

1.0 DEFINITIONS

1.1 "Access" means to use or benefit from using the functionality of the Software.

1.2 "Computer" means 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.

1.3 "Install" means to place a copy of Software onto a hard disk or other storage medium through any means (including, but not limited to, use of an installation utility application accompanying the Software).

1.4 "Permitted Number" means a number Autodesk may specify in the applicable User Documentation. The Permitted Number is one (1) unless otherwise provided by Autodesk in writing.

1.6 "Software" means the computer program in which this Agreement is embedded or that is delivered prepackaged with this Agreement.

1.7 "User Documentation" means the explanatory printed or electronic materials that Autodesk or its authorized distributor incorporates in or delivers in or on a package with the Software or sends to You on an invoice, via email, facsimile or otherwise after You acquire or Install the Software, including, but not limited to, license specifications, activation code, license files, instructions on how to use the Software, and/or technical specifications.

1.8 "You" means you personally (i.e., the individual who reads and is prompted to accept this Agreement) if you acquire the Software for yourself or the company or other legal entity for whom you acquire the Software.

2.0 LICENSE GRANT

2.1 Subject to the terms of this Agreement, Autodesk grants to You a personal, nontransferable, nonexclusive, royalty-free, limited term license to (i) Install the Software on the Permitted Number of Computers and (ii) Access the Software solely in connection with either (a) legally licensed Autodesk commercial products that are enrolled in an Autodesk Subscription Program or (b) legally licensed Autodesk Student Version products. Autodesk’s license grant is conditioned on Your continuous compliance with all license limitations and restrictions described in this Agreement. If You violate any of these limitations or restrictions, the license grant will automatically and immediately expire. Any usage of the Software outside the scope of the applicable license grant constitutes an infringement of Autodesk’s intellectual property rights as well as a material breach of this Agreement.

2.2 AUTODESK IS UNDER NO OBLIGATION TO PROVIDE MAINTENANCE, SUPPORT, OR UPGRADES FOR THE SOFTWARE UNDER THE TERMS OF THIS LICENSE AGREEMENT.

3.0 RESTRICTIONS

3.1 Use. You may not Install, Access or otherwise copy or use the Software or User Documentation except as expressly authorized by this Agreement.

3.2 Reverse Engineering. You may not reverse engineer, decompile, or disassemble the Software.

3.3 Transfers. You may not distribute, rent, loan, lease, sell, sublicense, or otherwise transfer all or any portion of the Software or User Documentation, or any rights granted in this Agreement, to any other person without the prior written consent of Autodesk.

3.4 Hosting or Third Party Use. You may not make the Software available to third parties via the Internet on Your computer system or otherwise.

3.5 Notices. You may not remove, alter, or obscure any proprietary notices, labels, or marks from the Software or User Documentation.

3.6 Modifications. You may not modify, translate, adapt, arrange, or create derivative works based on the Software or User Documentation for any purpose.

3.7 Export. You may not export the Software or User Documentation in violation of this Agreement, U.S. or other applicable export control laws.

3.9 Exceptions from Prohibitions. The prohibitions contained in this Section 3.0 shall apply to the extent that applicable law (including laws implementing EC Directive 91/250 on the legal protection of computer programs) allows such prohibition to be enforced. You will bear the burden of proof in demonstrating that applicable law does not allow enforcement of any such prohibition.

4.0 ALL RIGHTS RESERVED

Except as expressly provided otherwise in this Agreement, title, ownership and all rights and interest including, without limitation, copyrights, in and to the Software and User Documentation and any authorized copies made by You remain with Autodesk and its licensors. The structure, organization, and code of the Software are valuable trade secrets of Autodesk and its licensors and You shall keep such trade secrets confidential. The Software and User Documentation are licensed, not sold.

Your use of third-party data or software in conjunction with the Software or otherwise may be subject to the terms and conditions of such third party or parties. Autodesk makes no representations regarding third-party data or software, or your rights to use such third-party data or software, and you are solely responsible for complying with the relevant terms and conditions.

5.0 TERM AND TERMINATION

5.1 Autodesk can terminate this Agreement for its own convenience upon five (5) days written or electronic notice to You. The term "electronic notice" includes, but is not limited to, notice provided to You by electronic mail.

5.2 Autodesk may immediately terminate this Agreement upon written notice to You, at Autodesk’s option, if You fail to comply with any of the terms or conditions of this Agreement.

5.3 Upon termination of this Agreement, use of all Software by You shall be immediately discontinued, the license and rights granted hereunder shall expire, and You shall immediately destroy or return to Autodesk all materials or copies of materials.

5.4 Unless permitted by Autodesk in a separate signed writing, use of the Software for the purpose of distribution to third parties is a breach of this Agreement and all rights of You are immediately terminated.

6.0 DISCLAIMER OF WARRANTY

6.1 The Software is provided "AS IS" and without any warranty of any kind.

6.2 AUTODESK DOES NOT MAKE AND HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

7.0 LIMITATION OF LIABILITY

IN NO EVENT SHALL AUTODESK OR ITS LICENSORS HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, REVENUE, DATA, OR COST OF COVER. IN

ADDITION, IN NO EVENT SHALL THE LIABILITY OF AUTODESK OR ITS LICENSORS FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THIS AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU FOR THE SOFTWARE PRINCIPALLY RESPONSIBLE FOR SUCH DAMAGES. THE LIMITATIONS OF LIABILITY IN THIS SECTION 7 SHALL APPLY TO ANY DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EVEN IF AUTODESK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE.

9.0 GENERAL

9.1. No Assignment; Insolvency. This Agreement and any rights hereunder are non-assignable by You and any purported assignment shall be void. The Agreement and the licenses granted hereunder shall terminate without further notice or action by Autodesk if You become bankrupt or insolvent, make an arrangement with Your creditors or go into liquidation.

9.2. Choice of Law. This Agreement and any disputes arising out of or in connection with this Agreement shall be governed by California law without reference to conflict-of-laws principles and excluding the UN Convention on Contracts for the International Sale of Goods.

9.3 Entire Agreement. This Agreement and the applicable User Documentation constitute the entire agreement between us and supersede any other previous or contemporaneous communications, agreements, representations, or advertising with respect to the Software and User Documentation. Any modifications to this Agreement shall be invalid, unless made in a duly signed writing.

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

9.5 Audits. To ensure compliance with this Agreement, You agree that upon reasonable notice, Autodesk or Autodesk’s authorized representative shall have the right in inspect and audit Your Installation, Access and use of the Software. Any such inspection or audit shall be conducted during regular business hours at Your facilities or electronically. If such inspections or audits disclose that You have Installed, Accessed or permitted Access to the Software on Computer(s) in a manner that is not permitted under this Agreement, then Autodesk may terminate this Agreement immediately and You are liable to pay for any unpaid license fees as well as the reasonable costs of the audit. Nothing in this section shall be deemed to limit any legal or equitable remedies available to Autodesk for violation of this Agreement or applicable law.

9.6 Export Control. You shall not export, re-export, or transfer, whether directly or indirectly, the Software or binary derivative or direct products thereof, to any person or company who is a legal resident or is controlled by a legal resident of any proscribed country listed in the U.S. Export Administration Regulations (or any equivalent thereof ) unless properly authorized by the U.S. Government.

9.7 Government Rights. This Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software Clause as DFARS 252.227-7013 and FAR 52.227-19 as applicable. Manufacturer is Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903.

9.8 Canadian License. If You received the license for this Software in Canada, You agree 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 désir que cet accord ainsi que tous les documents, y compris tous avis qui s'y rattachent, soient rédigés en langue anglaise.

 

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