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The following terms, together with the General Terms which are hereby incorporated by reference, apply to all Enterprise Success services and constitute a binding contract between You and Autodesk governing those services. If there is any conflict between these Enterprise Success Terms and the Additional Agreement, the Enterprise Success Terms will control in relation to the delivery, and Your receipt of, Enterprise Success services.

All Enterprise Success services are expressly conditioned on Your agreement to these Enterprise Success Terms. Except as expressly set out in an Additional Agreement signed by You and Autodesk, any further or different terms are rejected. If you do not agree to these Enterprise Success Terms, You do not have the right to access, receive or use any Enterprise Success service.

Capitalized terms not otherwise defined below have the meaning assigned to them in the General Terms.

“Additional Agreement”: has the same meaning as in the General Terms.

“Administrator”: a person who is authorized to use Autodesk User Management capabilities in Your Autodesk Account and manage access to Benefits by Your Authorized Users. There are different types of Administrators that You can designate including Primary Administrators, Secondary Administrators and SSO Administrators. Administrators may sometimes be referred to as “Admins”. An Administrator may be Your employee or contractor or an employee or contractor of one of Your affiliates.

“Autodesk”: the Autodesk entity or entities specified on your Additional Agreement.

“Autodesk Account”: has the same meaning as ‘account’ in Section 4.0 of the General Terms .

“Autodesk Success Personnel”: the personnel selected and deployed by Autodesk for the performance of certain activities as generally described here (which may be updated from time to time).

“Available Support Hours”: means the coverage hours specified in the table in Section 2.2.

“Customer Success Plan” or “CSP”: a jointly developed, documented set of activities intended to guide Your desired business outcomes through maximizing effective use of Autodesk Offerings.

“Documentation”: any technical requirements and end-user documentation for an Offering made available to You by Autodesk.

“EBA”: an enterprise arrangement typically known as an Enterprise Business Agreement signed directly with Autodesk for the supply of software and other enterprise Benefits, including but not limited to Enterprise Success services.

“Eligible Offerings”: the then-current Offerings which are eligible for Enterprise Priority Support as set out in this document.

“Extended Support Hours”: 24 hours per day, 5 days per week during the Local Business Hours set out in Section 2.3 of these Enterprise Success Terms.

“Geo”: the Autodesk geographic regions outlined in Section 2.3 of these Enterprise Success Terms.

“Guidance”: general advice and direction from Autodesk Success Personnel.

“Holidays”: periods other than weekends in which the office of the relevant Autodesk Success Personnel is closed for business.

“Hotfix”: a software fix or patch which, when installed, wholly or partially restores the relevant Offering to conformance with the applicable Documentation or otherwise reduce or alleviate the adverse effect of the Incident on the Eligible Offering.

“Incident”: a problem or issue with the operation of an Eligible Offering which may include an interruption in the operation, reduction in performance or difficulty accessing activating or registering the applicable Offering.

“Live Support”: a support modality that allows Support Users to connect with an Autodesk representative.

“Local Business Hours”: the local business hours for each Autodesk Geo as set out in Section 2.3 of these Enterprise Success Terms.

“Resolution”: a final disposition of a reported Incident, which may include, but is not limited to, delivery of a Hotfix, Workaround, Guidance or other solution, or if none of the foregoing can be achieved despite commercially reasonable efforts, a determination that no Solution will be delivered for the Incident. An Incident for which either a Solution is provided or a determination that no Solution is possible has been made, is deemed to be “Resolved.”

“Response”: Autodesk’s initial response to an Incident reported by a Support User. A Response may be an acknowledgement of receipt of a Support Request or may include substantive information regarding the nature or root cause of the Incident or Guidance related to the Incident.

“Severity Level”: the designation assigned to Incidents escalated to Autodesk pursuant to these Enterprise Success Terms. Severity Levels shall be assigned in accordance with the descriptions set out in the following table:

Your Support User will initially set the Severity Level in accordance with the above definitions, when submitting a Support Request. If, in Autodesk’s reasonable opinion, the Severity Level is set improperly, Autodesk may reset the Severity Level to the appropriate level based on the above criteria.

“Status Report”: a communication from Autodesk that provides information regarding the current status of Resolution efforts for a reported Incident. A Status Report may also include Autodesk requests for additional information regarding an Incident.

“Enterprise Priority Support”: the program offered generally by Autodesk under which Autodesk may provide (among other things) enterprise wide technical support services, assistance or related benefits as described in Section 2.0.

“Support Request”: Your request for assistance with an Incident, as entered into Autodesk’s product support system(s) whether via the web, telephone, or otherwise. Support Requests may also be referred to in Autodesk’s systems and/or by Autodesk technical support personnel as “Cases”. Support Requests are prioritized by Severity Level. Your Support User will initially set the Severity Level when submitting a Support Request, but Autodesk has the right to change the Severity Level of Your Support Requests if, in Autodesk’s opinion, the Severity Level has been set improperly. Your Support Users must use the below descriptions when assigning Severity Levels to Support Requests.

“Term”: the period for which you have purchased Enterprise Success services as set out in your Additional Agreement (e.g. your EBA or your quote).

“User” or “Support User”: an Authorized User who is designated by You to submit Support Requests and receive technical support for Your Eligible Offerings.

“Workaround”: a technique or information that alleviates the adverse effects of an Incident on the operation of an Eligible Offering, but may not entirely alleviate the adverse effect of the Incident.

Enterprise Success services are provided to You and those of Your Authorized Users who are part of your enterprise and using Eligible Offerings for Your benefit or as part of Your projects. Autodesk is not required to provide Enterprise Priority Support or any other Enterprise Success services to Your third party consultants, contractors or joint venture partners who access Eligible Offerings as an Authorized User or as a permitted Third Party under Your EBA.

The transaction terms for Enterprise Success services are set out in your Additional Agreement (e.g. Your EBA or quote).

Enterprise Success services are enterprise wide and intended for internal use by You and Authorized Users that are part of Your enterprise. The type and number of Autodesk Success Personnel available to Your Authorized Users will correspond with the Enterprise Success services purchased by You. Autodesk Success Personnel will primarily provide services in English, however other languages may be available on request. Autodesk Success Personnel may not be available in all regions. Autodesk Success Personnel are designated, but not dedicated resources, unless otherwise specified in writing signed by Autodesk (e.g. in Your EBA). The selection and deployment of individual Autodesk Success Personnel is at Autodesk’s discretion. Autodesk reserves the right at its sole discretion to modify the Autodesk Success Personnel descriptions and activities outlined here.

Autodesk Success Personnel will generally be available during the applicable Local Business Hours, excluding weekends, Holidays and other non-work days, for the Autodesk offices where the resource is based, subject to their other duties. By mutual arrangement, Autodesk Success Personnel may periodically be available at different times. Additional Autodesk Success Personnel may be assigned in additional locations at Autodesk’s discretion and subject to availability. Additional fees may apply.

Autodesk Success Personnel may provide you with Guidance, information, recommendations and opinions in connection with Enterprise Success services. Such Guidance and information are provided for general discussion purposes only. You must conduct your own independent analysis and assessment on whether a particular step is appropriate for You or Your Authorized Users before acting on any of the Guidance or information provided.

Autodesk Success Personnel may also recommend additional Autodesk services or benefits that are not Enterprise Success services, including but not limited to the performance of an operational assessment, consulting services and/or enrollment in Autodesk Developer’s Network (“ADN”). These additional services are expressly excluded from the Enterprise Success Terms. Delivery of any such additional services is conditional on Your acceptance of any Autodesk terms and conditions governing such additional services, together with payment of applicable fees and charges as quoted to You by Autodesk.

Autodesk Success Personnel are required to comply with Autodesk policies and guidelines. Autodesk will endeavor to ensure that Autodesk Success Personnel attending onsite meetings or performing onsite services will comply with Your reasonable requirements (including those relating to safety or data security while accessing Your systems or facilities) that are directly applicable to the relevant services while on site provided that: (a) You provide Autodesk with advance notice in writing; and (b) You agree that Autodesk may decline to attend Your site if, in its reasonable opinion, the notified requirement conflicts with Autodesk’s own polices in relation to the same subject matter.

Your Customer Success Plan is a living document that will evolve over time. Autodesk Success Personnel will assist you with the CSP and will work openly and constructively to facilitate the objectives set out in that CSP.

A CSP is not a contract. It is intended to guide discussions and record Your objectives relating to adoption of Autodesk Offerings. Your Customer Success Plan may reference third parties and Your projects but is not intended to replace project plans, consultancy services (whether via Autodesk or third parties) or other professional services. Neither Autodesk nor any third party referenced in the CSP has any obligation to provide consultancy or professional services until the tasks, resource allocation or other information is confirmed in writing as part of a separate written contract signed by You and that party. You are responsible for the independent evaluation and implementation of any Guidance or recommendation contained in the CSP. Autodesk accepts no liability for delivering or achieving any particular outcome, or for the consequences of any actions taken on the basis of the information provided in the CSP.

You acknowledge and agree on behalf of You and Your Authorized Users that You (and third parties acting on Your behalf) may be required to provide, and Autodesk (and third parties acting on behalf of Autodesk) may obtain, certain information and data with respect to You and Your Authorized Users (including, without limitation, name, contact details, username, email address, machine ID, machine name and office/machine location details) and Your business or the business of Your Authorized Users for the purpose of delivering, maintaining or improving Enterprise Success services, developing new programs, managing the contractual relationship with You, implementing the CSP, measuring our performance or improving Autodesk software products generally.

By requesting an Enterprise Success service that requires the personal data of You and/or Your Authorized Users, You agree and acknowledge that Autodesk maintains, uses, stores and discloses such information and data in conformity with Autodesk’s Privacy Statement at: https://www.autodesk.com/company/legal-notices-trademarks/privacy-statement for the purposes outlined above or as set out in the Privacy Statement. You also agree to comply with all applicable privacy and data protection laws relating to the provision of such personal data to Autodesk, including any applicable requirements related to notice, consent, transfer (including cross-border transfer), disclosure and use, and acknowledge and agree that You are responsible for providing notice to and obtaining consent from any Authorized Users regarding the provision of such personal data (to the extent any such notice and/or consent are required by applicable law including without limitation applicable privacy and employment laws).

Without limiting the generality of the foregoing, You agree that: (a) Autodesk may from time to time prompt You and/or Your Authorized Users (and third parties acting on Your behalf or on behalf of Your Authorized Users) to acknowledge the terms of Autodesk’s Privacy Statement and/or provide consent to specific uses of information and data (including, without limitation, personal data); (b) Autodesk may provide information and data, including, without limitation, information and data about Your use of all/any of Your Authorized Users, to Autodesk affiliates and other third parties in connection with the provision, maintenance, administration or usage of Your Enterprise Success services in accordance with Autodesk’s Privacy Statement; and (c) Autodesk may make cross-border transfers of such information and data, including to jurisdictions with privacy or data protection laws that are less protective of Your information and data than the jurisdiction in which You reside or are domiciled in accordance with Autodesk’s Privacy Statement.

Autodesk values the privacy and confidentiality of Your personal data. You may request to opt-out of a specific Enterprise Success service by giving us written notice signed by a person authorized to act for and on behalf of You and Your Authorized Users. Such notice must specify the relevant service so that Autodesk may take steps to cease collecting personal data in connection with that service. You may be required to assist Autodesk as reasonably required in the opt-out process (e.g., by removing software from Your network). If you opt-out of an Enterprise Success service, You acknowledge and agree that Autodesk may not be able to provide You with that particular Enterprise Success service, and Autodesk will have no liability whatsoever for that service or for any impact on other Enterprise Success services arising from the opt-out.

For purposes of these Enterprise Success Terms, “Confidential Information” means information, that is disclosed in written, oral, electronic, visual or other form by either party (each, as a “Disclosing Party”) to the other party (each, as a “Receiving Party”) during the Term, either (i) marked or designated as “confidential” or “proprietary” at the time of disclosure or (ii) disclosed under circumstance under which it ought to be treated as confidential by Receiving Party, and shall be limited solely to Autodesk technical information regarding Offerings that is disclosed by Autodesk to You in connection with Enterprise Success services, Your Support Requests and any files and related information submitted by You to Autodesk in connection with requesting and receiving Enterprise Success services. Confidential Information shall not include information that from and after the date of disclosure: (i) is or becomes a matter of public knowledge through no fault of the Receiving Party; or (ii) was rightfully in the Receiving Party’s possession prior to receipt from the Disclosing Party free of any obligation of confidence, as shown by Receiving Party’s written records; or (iii) was rightfully disclosed to Receiving Party by another person without restriction as to use or disclosure; or (iv) is independently developed by Receiving Party without use of or reference to Disclosing Party’s Confidential Information as shown by Receiving Party’s written records.

Receiving Party agrees to protect the Confidential Information by using the same degree of care as Receiving Party uses to protect its own confidential or proprietary information (but not less than a reasonable degree of care): (i) to prevent the unauthorized use, dissemination or publication of the Confidential Information, (ii) not to divulge Confidential Information to any third party, (iii) not to make any use of such Confidential Information except as necessary to perform its obligations or exercise its rights under these Enterprise Success Terms (the “Purpose”), (iv) not to copy except as reasonably required in direct support of the Purpose, and any copies made will include appropriate marking identifying same as constituting or containing Confidential Information of the Disclosing Party; and (v) not to reverse engineer any such Confidential Information. Receiving Party shall limit the use of and access to the Disclosing Party’s Confidential Information to Receiving Party’s employees and the employees of Receiving Party’s respective parent, subsidiaries and affiliated entities or authorized representatives who have a need to know and have been notified that such information is Confidential Information to be used solely for the Purpose; and have entered into binding confidentiality obligations no less protective of Disclosing Party than those contained in these Enterprise Success Terms. Receiving Party may disclose Confidential Information pursuant to any statutory or regulatory authority or court order, provided Disclosing Party is given prompt prior written notice of such requirement and the scope of such disclosure is limited to the extent possible. The obligations of Receiving Party regarding use and disclosure of the Confidential Information shall survive any termination or expiration for a period of three (3) years after the Term.

All Confidential Information remains the property of the Disclosing Party. Receiving Party acquires no rights or licenses in the intellectual property of Disclosing Party including but not limited to, patents, trademarks, copyrights or service marks under this Support Agreement or through any disclosure hereunder, except the limited right to use such Confidential Information in accordance with these Enterprise Success Terms.

If You or Your Authorized Users provide Autodesk with any data, information or materials (including Your Content) in connection with Enterprise Success services, You must ensure that you are entitled to provide this material to Autodesk, and by so providing it, You represent and warrant that the relevant material does not infringe any third party rights, is not subject to the International Traffic in Arms Regulations (“ITAR”), and does not require Autodesk or Autodesk Success Personnel to hold a security clearance of any kind. You further represent and warrant that either:

1. The material is not subject to export control or other restrictions that would limit the nationality of the personnel who can view or work with the material, the location where it can be stored or accessed, or the location where support services can be performed in connection with that material, or
2. For material that is subject to any such restrictions, You have obtained all government authorizations, including but not limited to export and import licenses, required in order for Autodesk to receive, use, and return the material to You, and You will provide Autodesk with copies of the applicable government authorization upon request. Autodesk may suspend services if it reasonably believes Autodesk personnel are being exposed to controlled materials without appropriate government authorization.

The Avoidable Error Reduction reporting service requires the deployment of software on Your network to collect data for analysis and reporting back to You. Additional terms (e.g. licensing terms) may apply to such software, and will be deemed accepted by Your deployment of that software. You cannot receive the Avoidable Error Reduction service until the relevant software is deployed by You.

From time to time Autodesk may modify the Enterprise Success services described in Sections 1.0 and 2.0, and the terms of those sections in Section 3.0 other than those listed below, provided the overall level of service will not materially decrease during the Term. Autodesk will notify You of any such changes as set out below.

You also acknowledge and agree that Autodesk may occasionally add to or change the provisions of Sections 3.6, 3.7, and 3.8 of these Enterprise Success Terms, provided that Autodesk provides written notice of the additions or changes before the additions or changes are effective as to You. Notification of such modifications, additions or changes may occur via email, Autodesk account or may occur in any other manner deemed reasonable by Autodesk. If You do not accept said revisions, You must notify Autodesk in writing within thirty (30) days of the date of Autodesk’s notification to You. If You notify Autodesk that You do not accept said revisions, Your existing Enterprise Success services will continue to be governed by the last version of the Enterprise Success Terms that You accepted (including any deemed acceptances) until the end of Your then current Term if: (a) You have paid all applicable fees for the entire Term, and (b) Autodesk determines, in its reasonable opinion, that the continued application of the last version of the Enterprise Success Terms is operationally feasible. If these conditions are satisfied and the last version of the Enterprise Success Terms continues in effect, those terms shall expire at the end of Your then current Term. If You do not so notify Autodesk of Your rejection of said revisions, or if You place new orders for, or renew Enterprise Success services, You will be deemed to have accepted such revisions for all Enterprise Success services provided to You and Your Authorized Users. Despite the foregoing, any additions or changes to these Enterprise Success Terms made for security, privacy, or legal compliance reasons will become effective immediately upon Autodesk’s notification to you, and the terms above regarding the option to reject changes do not apply.

Terms stipulated by You in any communication which purport to vary these Enterprise Success Terms will be void and of no effect unless agreed in a writing signed by an authorized representative of Autodesk. Any other modifications to this Agreement will also be invalid unless agreed to in a writing signed by an authorized representative of Autodesk.

We may provide translations or services in local language where available, at Autodesk’s sole discretion. The English language version of this agreement, or any associated documentation, is legally binding and will control in case of any inconsistencies between the English version and the local language service or a translation.

The parties are independent contractors and this agreement comprised by these terms do not and will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Autodesk may subcontract all or any portion of performance of Enterprise Success services to one or more authorized third parties under the direction of Autodesk; however, Autodesk will be responsible for the acts or omissions of its subcontractors.