Appendix B. WHIP! Toolkit License Agreement


Before Using the Toolkit
To download and make use of the WHIP! Toolkit, you must first agree to the End User License Agreement. Please follow the detailed instructions on the WHIP! Web page.

LICENSE AGREEMENT
FOR
WHIP! TOOLKIT


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
1.1 Autodesk grants to you ("Licensee") a nontransferable, nonexclusive, royalty-free, limited license to (i) use the Licensed Software for development, research, internal, educational, or commercial purposes; (ii) modify the Licensed Software to create derivative works, including ports; and (iii) compile the Licensed Software and derivative works prepared in accordance with subsection (ii). Licensee acquires no right, title, or interest in or to the Licensed Software, and Licensee shall have no right to distribute the Licensed Software, i.e., the Source Code, except that Licensee may post to the Internet only those modifications to the Source Code created by Licensee during porting (i.e., diffs). Autodesk owns all modifications, enhancements and bug fixes made to the Licensed Software by or for Licensee; provided that Licensee shall retain all rights to any independently developed software, such as applications, developed by or for Licensee.

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.

AUTODESK, INC.