NOTICE TO USER: THIS LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL
AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND AUTODESK,
INC. FOR THE WHIP! TOOLKIT SOURCE CODE, WHICH INCLUDES COMPUTER SOFTWARE
AND MAY INCLUDE ASSOCIATED MEDIA, PRINTED MATERIALS AND ONLINE OR ELECTRONIC
DOCUMENTATION ("LICENSED SOFTWARE"). BY INSTALLING THE LICENSED SOFTWARE
YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT
AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE
THE LICENSED SOFTWARE.
1.0 LICENSE GRANT
1.2 Autodesk grants to Licensee the royalty-free right to redistribute binary code with applications Licensee develops using the Licensed Software in accordance with the terms and conditions of this Agreement provided, that: (i) Licensee makes no use of Autodesk’s trademarks, trade names, or trade dress; and (ii) in the event Licensee creates additional classes or otherwise extends the public programming interface (API), Licensee must publish the specification for such extensions for use by third party developers of WHIP!-based software.
1.3 Autodesk is under no obligation to provide maintenance, support, or upgrades for the Licensed Software.
2.0 COPYRIGHTS AND
TRADEMARKS
Licensee shall reproduce and apply any copyright or other proprietary
rights notices included on or embedded in the Licensed Software to any
copies of the Licensed Software or to applications created using the Licensed
Software, in any form. Licensee shall have no right to use any Autodesk
trademarks, trade names or trade dress absent a separate written agreement
between Autodesk and Licensee. Licensee hereby understands and agrees that
Autodesk is not granting any rights to Autodesk patents, copyrights, trademarks
or trade secret information to Licensee by this Agreement.
3.0 FEES
Use of the Licensed Software in accordance with the terms of this Agreement
shall not require payment of a license fee.
4.0 TERM AND TERMINATION
4.1 This Agreement shall continue until it is terminated by Autodesk.
Autodesk can terminate for its own convenience upon thirty (30) days written
notice to Licensee.
4.2 Autodesk may immediately terminate this Agreement upon written notice to Licensee, at Autodesk’s option, if Licensee fails to comply with any of the material terms or conditions of this Agreement. Upon termination of this Agreement, use of all Licensed Software by Licensee shall be immediately discontinued, the license and rights granted hereunder shall expire, and Licensee shall immediately destroy or return to Autodesk all materials or copies of materials.
5.0 DISCLAIMER OF
WARRANTY
5.1 The Licensed Software is provided "AS IS" and without any warranty
of any kind.
5.2 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.
6.0 LIMITATION OF
LIABILITY
6.1 IN NO EVENT WILL AUTODESK BE LIABLE FOR ANY LOST REVENUES, DATA,
OR PROFITS, OR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF AUTODESK
HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES. AUTODESK’S
MAXIMUM LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE FEES, IF ANY, REQUIRED
UNDER SECTION 3.0 FOR THE PARTICULAR LICENSED SOFTWARE WHICH CAUSED THE
DAMAGES.
6.2 The Licensed Software is not fault-tolerant and is not designed, manufactured, or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Licensed Software or derived binaries could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Autodesk specifically disclaims any express or implied warranty of fitness for High Risk Activities. Licensee will not knowingly use, distribute, or resell the Licensed Software or derived binaries for High Risk Activities and will ensure that its customers and end-users of Licensee's products are provided with a copy of the notice specified in the first sentence of this Section 6.2.
7.0 CONFIDENTIAL
INFORMATION
The Licensed Software is the confidential and proprietary information
of Autodesk, Inc. ("Confidential Information"). Licensee shall not disclose
Confidential Information and shall use it only for purposes specifically
contemplated by this Agreement. This Agreement will not affect any
other confidential disclosure agreement between the parties.
8.0 EXPORT
Licensee shall not export, re-export, or transfer, whether directly
or indirectly, the Licensed 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.
9.0 U.S. GOVERNMENT
RESTRICTED RIGHTS
This Licensed 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.
10.0 GOVERNING LAW
Any action related to this Agreement will be governed by California
law, excluding choice of law rules.