Autodesk
SOFTWARE LICENSE AGREEEMENT
Autodesk® FBX® SDK
Worldwide

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 BELOW THIS AGREEMENT OR BY COPYING, INSTALLING, UPLOADING, ACCESSING OR USING ALL OR ANY PORTION OF THE SOFTWARE YOU AGREE TO BE LEGALLY BOUND BY 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; (B) SELECT THE "I REJECT" BUTTON BELOW THIS AGREEMENT (WHICH WILL CANCEL THE LOADING OF THE SOFTWARE); AND (C) WITHIN THIRTY (30) DAYS FROM THE DATE OF ACQUISITION, RETURN THE SOFTWARE TO THE LOCATION WHERE YOU ACQUIRED IT FOR A REFUND.
COPYING, INSTALLATING, UPLOADING, ACCESSING, OR USING THIS SOFTWARE OR ANY  ACCOMPANYING DOCUMENTATION OR MATERIALS EXCEPT AS PERMITTED BY THIS 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, INSTALL, UPLOAD, ACCESS, OR USE ALL OR ANY PORTION OF THIS SOFTWARE OR ITS 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.     DEFINITIONS
1.1	"Access" means to use or benefit from using the functionality of the Software.
1.2	"Autodesk Materials" is the collective term for the Software, User Documentation, and Excluded Materials.
1.3	"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. 
1.4	"Excluded Materials" means any programs, modules, components, or functionality, if any, that may be included on media or with materials delivered to You that are not the Permitted Number, or for which You have not paid the applicable fees.
1.5	"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).
1.6	"Permitted Number" means one (1) unless otherwise provided by in such User Documentation.
1.7	"Software" means the computer program in which this Agreement is embedded or that is delivered pre-packaged with this Agreement and includes the Autodesk FBX SDK software, which includes the software development kit ("SDK"), the library in binary code format ("Library"), sample code(s) in source code format ("Sample Code(s)").  If programs are delivered to You as part of a bundled package, suite, or series, the term Software shall include all programs delivered to You as part of that bundled package, suite, or series and described in the User Documentation.
1.8	"Territory" means the country in which You acquire the Software, unless (i) you acquire the Software in a member country of the European Union or the European Free Trade Association, in which the case "Territory" means all of the member countries of the European Union and the European Free Trade Association; or (ii) otherwise specified in the User Documentation.
1.9	"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.
1.10	"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.     LICENSE GRANT
2.1 Autodesk grants You a perpetual, non-transferable, nonexclusive, royalty-free, limited license to:
2.1.1 	(a) use the SDK for development, research, internal, educational, or commercial purposes:
	(i) to create a software product with the capability to read and/or write and/or translate Your  files, which software product links to the Library ("Developed Software"); and /or
	(ii) to modify the Sample Code(s) solely to create an object code version(s) ("Modified Code(s)"); and /or
	(b) reproduce the Library to link to the Developed Software.

2.1.2	 	(a) incorporate the executable version of the Developed Software; and/or
(b) incorporate the Modified Code(s); and/or
(c) link the Library, in binary code form;
to software products developed by You ("Your Products");
for Your internal business purposes;

2.1.3 reproduce, distribute and sublicense free of charge or for a fee Your Product(s) provided that You must sublicense the Software, the Developed Software, the Library, the Sample Code and the Modified Code "as is", without warranty of any kind.

2.2 You acquire no right, title, or interest in or to the Software or any object code compiled from modifications to the Sample Code(s) or to the Modified Codes.
2.3 Autodesk is under no obligation to provide maintenance, support, or upgrades for the Software.
2.4 You shall place the following statement in the copyright area of (i) the on-line documentation regarding the Developed Software, (ii) the End-User License and/or terms of use for the Developed Software, (iii) the ‘About Box’ or similar notice page of the Developed Software and (iv) any other document related to Developed Software that contains copyright information:
"This software contains Autodesk® FBX® code developed by Autodesk, Inc. Copyright 2008 Autodesk, Inc.  All rights, reserved. Such code is provided "as is" and Autodesk, Inc. disclaims any and all warranties, whether express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose or non-infringement of third party rights.  In no event shall Autodesk, Inc. be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of such code."
3.     PERMITTED AND PROHIBITED ACTIONS
3.1	Permitted Actions.
	3.1.1	Backup Copy.
		(a)	Backup for All Versions.  With respect to any version of the Software, You may make one (1) backup copy of the Software solely for backup purposes in the event that Your primary copy of the Software becomes inoperable. You may Install and Access such backup copy of the Software only in the event that the primary copy of the Software becomes inoperable and You are otherwise unable to Access the Software.
		(b)	No Backup for User Documentation.  If the User Documentation is in printed form, it may not be copied, and if the User Documentation is in electronic form, it may not be duplicated electronically.
3.2     Prohibited Actions.  Except as expressly authorized by this Agreement. Autodesk does not permit any of the following actions and You acknowledge that such actions shall be prohibited:
	3.2.1	Use.  You may not Install, Access, or otherwise copy or use the Autodesk Materials.
	3.2.2	Reverse Engineering.  You may not (and may not permit any third party to) reverse engineer, decompile, or disassemble the Software or Excluded Materials (if applicable).
	3.2.3	Transfers.  You may not distribute, rent, loan, lease, sell, sublicense, or otherwise transfer all or any portion of the Autodesk Materials, or any rights granted in this Agreement, to any other person without the prior written consent of Autodesk.
	3.2.4	Hosting or Third Party Use.  You may not Install or Access, or allow the Installation or Access of, the Autodesk Materials over the Internet, including, without limitation, use in connection with a Web hosting, commercial time-sharing, service bureau, or similar service, or make the Autodesk Materials available to third parties via the Internet on Your computer system or otherwise. You shall not reproduce, distribute and sublicense free of charge or for a fee Your  Product(s) for use in a file translation bureau, time sharing or other similar network or subscription file translating services, including Internet-based file translating services.
	3.2.5	Notices.  You make not make use of Autodesk’s trademarks, trade names, or trade dress;
	3.2.6	Modifications.  You may not modify, translate, adapt, arrange, or create derivative works based on the Autodesk Materials for any purpose.
	3.2.7	Circumvention.
		(a)	You may not utilize any equipment, device, software, or other means designed to circumvent or remove any form of copy protection used by Autodesk in connection with the Software, or use the Software together with any authorization code, serial number, or other copy-protection device not supplied by Autodesk directly or through an authorized distributor.
		(b)	You may not utilize any equipment, device, software, or other means designed to circumvent or remove any usage restrictions, or to enable functionality disabled by Autodesk in connection with the Excluded Materials.  You may not bypass or delete any functionality or technical limitations of the Autodesk Materials that prevent or inhibit the unauthorized copying or use of the Excluded Materials.
	3.2.8	Export.  You may not export the Autodesk Materials in violation of this Agreement, U.S., or other applicable export control laws.
	3.2.9	Use Outside of Territory.  You may not Access the Software or User Documentation outside of the Territory.
	3.2.10	Exceptions from Prohibitions.  The prohibitions contained in this Section 3.2 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.     COPYRIGHTS AND TRADEMARKS
You shall reproduce and apply any copyright or other proprietary rights notices included on or embedded in the Software, or any part thereof, to any copies of the Software, or any part thereof, or to the Developed Software, in any form. You shall have no right to use any Autodesk trademarks, trade names or trade dress absent a separate written agreement between Autodesk and You. You hereby understand and agree that Autodesk is not granting any rights to Autodesk patents, copyrights, trademarks or trade secret information to You by this Agreement.
5.     TERM AND TERMINATION
The grant of a perpetual license notwithstanding, Autodesk may immediately terminate this Agreement and revoke the license granted to You upon written notice to You if You fail to comply with any of the terms or conditions of this Agreement. Upon termination of this Agreement, You shall immediately cease using, reproducing and distributing the Software, the license and rights granted hereunder shall expire, and You shall immediately destroy or return to Autodesk the Software and all related documentation, materials or copies thereof.
6.     ALL RIGHTS RESERVED
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, TITLE, OWNERSHIP, AND ALL RIGHTS AND INTEREST INCLUDING, WITHOUT LIMITATION, PATENTS, COPYRIGHTS, TRADEMARKS, TRADE SECRETS, AND OTHER INTELLECTUAL PROPERTY RIGHTS, IN AND TO THE AUTODESK MATERIALS AND ANY AUTHORIZED COPIES MADE BY YOU REMAIN WITH AUTODESK AND ITS LICENSORS. THE STRUCTURE, ORGANIZATION, AND CODE OF THE AUTODESK MATERIALS 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.
7.     DISCLAIMER OF WARRANTY
7.1 The Software is provided "AS IS" and without any warranty of any kind.
7.2 AUTODESK AND ITS LICENSORS MAKE AND YOU RECEIVE NO EXPRESS WARRANTIES.  ANY STATEMENTS OR REPRESENTATIONS ABOUT THE SOFTWARE AND ITS FUNCTIONALITY IN THE USER DOCUMENTATION OR ANY COMMUNICATION WITH YOU CONSTITUTE TECHNICAL INFORMATION AND NOT AN EXPRESS WARRANTY OR GUARANTEE.  IN ADDITION, AUTODESK AND ITS LICENSORS SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.  WITHOUT LIMITING THE FOREGOING, AUTODESK MAKES NO WARRANTIES THAT: (I) FUTURE VERSIONS OF THE SDK, LIBRARY AND/OR SAMPLE CODE(S), IF ANY, WILL CONTAIN FEATURES SIMILAR TO OR THE SAME AS THE SDK, LIBRARY AND/OR SAMPLE CODES, RESPECTIVELY OR WILL BE COMPATIBLE WITH THE SDK, LIBRARY AND/OR SAMPLE CODES, RESPECTIVELY; (II) THE SOFTWARE OR THE SDK, LIBRARY AND/OR SAMPLE CODE(S) WILL MEET YOUR REQUIREMENTS; OR (III) OPERATION OF THE SDK, LIBRARY OR SAMPLE CODE(S) WILL BE UNINTERRUPTED OR ERROR-FREE.
7.3 AUTODESK DOES NOT MAKE AND HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

8.     WARNINGS
8.1 Functionality Limitations. COMPUTER-AIDED DESIGN SOFTWARE AND OTHER TECHNICAL SOFTWARE ARE TOOLS INTENDED TO BE USED BY TRAINED PROFESSIONALS ONLY. THEY ARE NOT SUBSTITUTES FOR YOUR PROFESSIONAL JUDGMENT OR INDEPENDENT TESTING. COMPUTER-AIDED DESIGN SOFTWARE AND OTHER TECHNICAL SOFTWARE ARE INTENDED TO ASSIST WITH PRODUCT DESIGN AND ARE NOT SUBSTITUTES FOR INDEPENDENT DESIGN ANALYSIS, ESTIMATION, OR TESTING OF PRODUCT STRESS, SAFETY, AND UTILITY. DUE TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE SOFTWARE, THE SOFTWARE HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE USED. AUTODESK SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE RESULTS OBTAINED THROUGH THE USE OF THE SOFTWARE. PERSONS USING THE SOFTWARE ARE RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT, AND CONTROL OF THE SOFTWARE. THIS RESPONSIBILITY INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE SOFTWARE AND THE SELECTION OF THE SOFTWARE AND OTHER PROGRAMS TO ACHIEVE INTENDED RESULTS.  PERSONS USING THE SOFTWARE ARE ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY AND ACCURACY OF ANY PROGRAM OUTPUT, INCLUDING ALL ITEMS DESIGNED BY USING THE SOFTWARE.
8.2	Activation Code Required.
	A.	INSTALLATION, ACCESS, AND CONTINUED USE OF THE SOFTWARE MAY REQUIRE AN ACTIVATION CODE. REGISTRATION IS REQUIRED BEFORE AN ACTIVATION CODE IS ISSUED BY AUTODESK.  YOU AGREE THAT AUTODESK MAY USE DATA AND INFORMATION PROVIDED BY YOU, AN AUTHORIZED RESELLER, OR ANY OTHER THIRD PARTY ACTING ON YOUR BEHALF IN CONNECTION WITH YOUR PURCHASE OF THE SOFTWARE LICENSE TO REGISTER THE SOFTWARE. YOU AGREE TO PROVIDE AUTODESK, AN AUTHORIZED RESELLER, OR ANY OTHER THIRD PARTY ACTING ON YOUR BEHALF WITH ACCURATE AND CURRENT REGISTRATION INFORMATION, INCLUDING UPON AUTODESK’S REQUEST, AND YOU FURTHER AGREE TO MAINTAIN AND UPDATE YOUR REGISTRATION INFORMATION THROUGH CUSTOMER DATA REGISTRATION PROCESSES THAT MAY BE PROVIDED BY AUTODESK. BY INSTALLING AND USING THE SOFTWARE, YOU CONSENT TO AUTODESK’S USING THE PERSONAL INFORMATION PROVIDED TO AUTODESK AT REGISTRATION, OR UPDATED THEREAFTER, TO ISSUE ACTIVATION CODES, TO MANAGE AUTODESK’S RELATIONSHIP WITH YOU (INCLUDING AUTOMATING THE ISSUANCE OF ACTIVATION CODES FOR FUTURE PURCHASES), AND TO OTHERWISE USE SUCH PERSONAL INFORMATION IN CONFORMANCE WITH ITS APPLICABLE PRIVACY POLICY, WHICH IS AVAILABLE ON AUTODESK’S WEBSITE OR ON REQUEST.
	B.	THE ACTIVATION SECURITY MECHANISMS MAY DISABLE THE SOFTWARE IF YOU TRY TO TRANSFER IT TO ANOTHER COMPUTER, IF YOU TAMPER WITH THE DATE-SETTING MECHANISMS ON YOUR COMPUTER, IF YOU USE THE SOFTWARE PAST AN APPLICABLE EVALUATION PERIOD OR LIMITED TERM, OR IF YOU UNDERTAKE CERTAIN OTHER ACTIONS THAT MAY OFFSET THE SECURITY MODE. MORE INFORMATION IS CONTAINED IN THE APPLICABLE USER DOCUMENTATION OR AVAILABLE FROM AUTODESK ON REQUEST.
9.     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, OR DATA; BUSINESS INTERRUPTION, 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, USER DOCUMENTATION, OR THIS AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU FOR THE SOFTWARE DIRECTLY RESPONSIBLE FOR SUCH DAMAGES. THE LIMITATIONS OF LIABILITY IN THIS SECTION 9 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW 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.
AUTODESK SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE SOFTWARE OR THE MEDIA ON WHICH THE SOFTWARE IS FURNISHED TO YOU.  AUTODESK SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE OR SOFTWARE MEDIA.  YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE AND THE MEDIA ON WHICH THE SOFTWARE IS FURNISHED.
10.     PROPRIETARY INFORMATION
The Software is the proprietary information of Autodesk ("Confidential Information"). Except as permitted by this Agreement, You shall not disclose Confidential Information and shall use it only for purposes specifically contemplated by this Agreement. This Agreement will not affect any non-disclosure agreement between the parties.
11.     U.S. GOVERNMENT RESTRICTED RIGHTS
All Autodesk Materials provided to the U.S. Government are provided with the same commercial license rights and restrictions described elsewhere herein.
12.     GENERAL
12.1.	No Assignment; Insolvency.  You 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) and any purported assignment by You 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.
12.2.	Choice of Law.  This Agreement and any disputes arising out of or in connection with this Agreement shall be governed by the laws of the State of California, U.S.A., without reference to conflict-of-laws principles and excluding the UN Convention on Contracts for the International Sale of Goods.
12.3	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 writing and signed by a duly authorized representative of Autodesk.
12.4	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.
12.5	No Waiver.  No term or provision hereof will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against whom the waiver is asserted.  No waiver (whether express or implied) will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach.
12.6	Audits.  To ensure compliance with this Agreement, You agree that upon reasonable notice, Autodesk or Autodesk’s authorized representative shall have the right to inspect and audit Your Installation, Access, and use of the Autodesk Materials.  Any such inspection or audit shall be conducted during regular business hours at Your facilities or electronically, either by Autodesk or by representatives authorized by Autodesk for this purpose.  If such inspections or audits disclose that You have Installed, Accessed, or permitted Access to the Autodesk Materials 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.  Any information obtained by Autodesk or Autodesk’s authorized representative during the course of such inspection and audit will be used by Autodesk solely for purposes of such inspection and audit and for enforcement of Autodesk’s rights nder this Agreement and applicable law.  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.
12.7	Language.  The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations.
12.8 If You obtained the license for the 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.
12.9	Construction.  Ambiguities in this Agreement will not be construed against the drafter.