2010/07/07 Council Agenda Packet

{ 15 related to(i) any claim or demand brought against Autodesk or its directors,officers,employees,or agents by a third party arising from or in connection with any breach by Developer of the terms of this Agreement or any end user license; (ii) any action brought by an end user including, without limitation, any claim. related to the Limited Distribution License provided herein; (iii) any action brought by an employee or contractor of Developer allegedly based on a labor relationship with Autodesk(iv) any negligent or willful act or omission by Developer, or Developer's employees; or (c) any violation of any statute, ordinance or regulation including but not limited to export controls,data protection and privacy laws. 10.9 Improper Use. Pornographic, defamatory or otherwise unlawful use of Autodesk materials or Software is strictly prohibited whether directly or in context with specific subject matter. Autodesk marketing materials shall not be incorporated into a logo, trademark or service mark by Developer. Autodesk marketing materials shall not be used contrary to any restriction that is provided in writing by Autodesk to Developer. Autodesk marketing materials shall not be used in (i) a manner that would lead a reasonable person to believe that the model within the marketing material personally uses or endorses a product or service; or (ii) in a manner that would be considered unflattering or controversial to a reasonable person. 10.10 Consent to Receive Communications. Developer consents to Autodesk sending periodic electronic, including e-mail, and other communications to keep the Developer appraised of new Autodesk products and technologies,training opportunities and other information. 11. WARRANTY Developer represents and warrants that all information and materials relating to the ADN Membership Application are true and correct, and'.Deveiagershall- immediately notify Autodesk in writing of any changes to the ADN Membership Application. 12. DISCLAIMER. THE SOFTWARE IS FURNISHED TO DEVELOPER"AS IS." NEITHER AUTODESK NOR ITS LICENSORS WARRANTS THE PERFORMANCE OF THE SOFTWARE, ITS QUALITY, OR ANY RESULTS WHICH MAY BE OBTAINED BY USING THE SOFTWARE. NEITHER AUTODESK NOR ANY OF ITS LICENSORS MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. NEITHER AUTODESK NOR ANY OF ITS LICENSORS WARRANTS THAT USE OF THE SOFTWARE WILL PRODUCE A PARTICULAR RESULT OR THAT OPERATION OF THE SOFTWARE WILL BE ERROR FREE. AUTODESK DOES NOT WARRANT THE SOFTWARE WILL FUNCTION IN EVERY HARDWARE PLATFORM, SOFTWARE ENVIRONMENT, AND/OR CONFIGURATION OF MODULES OR THAT THE SOFTWARE WILL DELIVER SPECIFIC FUNCTIONALITY AS PART OF DEVELOPER'S TOTAL UNIQUE HARDWARE AND SOFTWARE ENVIRONMENT.. DEVELOPER ACKNOWLEDGES AND AGREES THE SOFTWARE MAY BE ALPHA, BETA, PRE-RELEASE OR RESTRICTED RELEASE AND IT IS POSSIBLE THE SOFTWARE WILL UNDERGO SIGNIFICANT CHANGES PRIOR TO RELEASE OF A GENERALLY AVAILABLE FINAL VERSION OR THAT THE SOFTWARE MAY NOT BE MADE GENERALLY AVAILABLE. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY HAS MADE ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, CONCERNING THE SOFTWARE TO BE PROVIDED PURSUANT TO THIS AGREEMENT, THE SCOPE OR DURATION OF ANY MARKETING EFFORT AUTODESK MAY UNDERTAKE, OR THE SUCCESS OF ANY SUCH MARKETING EFFORT. NEITHER PARTY HAS RELIED ON ANY EXPRESS OR IMPLIED REPRESENTATION OF THE OTHER PARTY, WRITTEN OR VERBAL,AS AN INDUCEMENT TO ENTERING INTO THIS AGREEMENT. 13. SIMILAR AUTODESK FEATURES AND PRODUCTS. Developer understands that Autodesk evaluates, designs, develops and acquires software and other products, and that products independently developed, evaluated, designed, or acquired by Autodesk may ADN Program Agreement-Americas Page 9 0111 11-Nov-09 104