SOFTWARE LICENSE AGREEEMENT
Source Code to Readers/Writers for 
Autodesk® FBX® Software Published Exchange Format
and 
Autodesk Implementation of COLLADA Specification
READ CAREFULLY:  AUTODESK, INC. ("AUTODESK") LICENSES THE SOFTWARE SOURCE CODE TO THE READERS/WRITERS FOR THE AUTODESK FBX SOFTWARE PUBLISHED EXCHANGE FORMAT AND THE AUTODESK IMPLEMENTATION OF THE COLLADA SPECIFICATION (INCLUDING ANY ASSOCIATED MEDIA, PRINTED MATERIALS AND/OR ONLINE OR ELECTRONIC DOCUMENTATION MADE AVAILABLE THEREWITH) (COLLECTIVELY, “LICENSED SOFTWARE”) TO LICENSEE ONLY UPON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS CONTAINED IN THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT").
BY SELECTING THE "I ACCEPT" BUTTON BELOW THIS AGREEMENT OR BY INSTALLING, UPLOADING, DOWNLOADING, ACCESSING OR OTHERWISE COPYING OR USING ALL OR ANY PORTION OF THE LICENSED SOFTWARE, LICENSEE AGREES TO BE LEGALLY BOUND BY THIS AGREEMENT.  A CONTRACT IS THEN FORMED BETWEEN AUTODESK AND EITHER LICENSEE PERSONALLY, IF LICENSEE LICENSES THE LICENSED SOFTWARE FOR HIS/HERSELF, OR THE COMPANY OR OTHER LEGAL ENTITY FOR WHICH LICENSEE IS LICENSING THE LICENSED SOFTWARE.
IF LICENSEE DOES NOT AGREE OR DOES NOT WISH TO BIND LICENSEE OR THE ENTITY S/HE REPRESENTS: (A) NOT TO INSTALL, UPLOAD, DOWNLOAD, ACCESS, OR OTHERWISE COPY OR USE THE LICENSED SOFTWARE AND SELECT THE "I REJECT" BUTTON BELOW THIS AGREEMENT (WHICH WILL CANCEL THE LOADING OF THE LICENSED SOFTWARE); AND (B) IF LICENSEE HAS RECEIVED THIS LICENSED SOFTWARE ON PHYSICAL MEDIA, TO RETURN THE PHYSICAL MEDIA TO AUTODESK.
INSTALLATING, UPLOADING, DOWNLOADING, ACCESSING, OR OTHER COPYING OR USING OF THE LICENSED SOFTWARE 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 LICENSED SOFTWARE.  IF LICENSEE INSTALLS, UPLOADS, DOWNLOADS, ACCESSES, OR OTHERWISE COPIES OR USES ALL OR ANY PORTION OF THE LICENSED SOFTWARE WITHOUT ENTERING INTO THIS AGREEMENT OR OTHERWISE OBTAINING WRITTEN PERMISSION OF AUTODESK, OR LICENSEE FIALS TO COMPLY WITH THIS AGREEMENT, LICENSEE IS VIOLATING COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAW. LICENSEE MAY BE LIABLE TO AUTODESK AND ITS LICENSORS FOR DAMAGES, AND LICENSEE MAY BE SUBJECT TO CRIMINAL PENALTIES.

SOFTWARE OBTAINED FROM THIRD PARTIES THAT HAVE NOT BEEN AUTHORIZED OR ALLOWED BY AUTODESK, DIRECTLY OR INDIRECTLY, TO SUPPLY SOFTWARE IS LIKELY TO HAVE BEEN MADE AVAILABLE IN VIOLATION OF AUTODESK’S RIGHTS.  IN SUCH AN EVENT, AUTODESK IS NOT OBLIGATED TO ISSUE AN ACTIVATION CODE OR OTHERWISE PERMIT YOU TO INSTALL OR USE THE LICENSED SOFTWARE.

1  LICENSE GRANT
1.1  Autodesk grants to Licensee a perpetual, nontransferable, nonexclusive, royalty-free, limited license to:
1.1.1  (a) use the Licensed Software for development, research, internal, educational, or commercial purposes; (b) modify the Licensed Software to create derivative works and applications, including ports,(collectively “Modifications”) (so long as Licensee causes any files with such Modifications to carry a prominent notice stating that Licensee created the Modifications); and (c) compile the Licensed Software and Modifications prepared in accordance with subsection 1.1.1(b) into binary code.
1.1.2  Reproduce, distribute and sublicense free of charge to sublicensees the Licensed Software in binary code in conjunction with the Modifications, if any, in binary code, provided that: (a) Licensee disclaims all warranties relating to the Licensed Software and the Modifications, if any, on behalf of Autodesk; and (b) in the event Licensee makes any Modification, Licensee shall: (i) notify Autodesk, in writing, of the Modification, and upon request from Autodesk provide Autodesk with a copy thereof; and (ii) make the source code to the Modification available under the terms of Section 1.1.3, either as part of the binary code distribution or via download from a website link included with the binary code distribution.
1.1.3  Reproduce, distribute and sublicense free of charge to sublicensees the source code of the Licensed Software and the Modifications, if any, under the terms of a software license agreement between Licensee and its sublicensees containing the same terms and conditions as this Agreement.
1.1.4  Licensee may not distribute, rent, loan, lease, sell, sublicense, or otherwise transfer all or any portion of the Licensed Software, or any rights granted in this Agreement, to any other person or legal entity in violation of the terms of this Agreement.  Autodesk’s license grant is conditioned on Licensee’s continuous compliance with all license limitations, restrictions and other terms in this Agreement.  If Licensee violates any of these limitations, restrictions or other terms, the license grant will automatically and immediately be revoked.  The license descriptions in this Section 1.1 (License Grant) define the scope of rights that Autodesk grants to Licensee.  Any usage of the Licensed Software outside the scope of the applicable license grant or otherwise not in accordance with this Agreement constitutes an infringement of Autodesk’s intellectual property rights as well as a material breach of this Agreement.  No license is granted under the terms of this Agreement if Licensee did not lawfully acquire the Licensed Software from Autodesk or from a third party who has been permitted or authorized by Autodesk either directly or indirectly to supply the Software.
1.2  Autodesk is under no obligation to provide maintenance, support, or upgrades for the Licensed Software.
2  OWNERSHIP AND PROPRIETARY RIGHTS
Autodesk and its licensors retain title to and ownership of the Licensed Software and all copies thereof and all other rights, title and interest, including, without limitation, patents, copyrights, trademarks, trade secrets and all other intellectual property rights, in and to the Licensed Software and any copies thereof, and the Autodesk and FBX trademarks.  Licensee has only the limited rights with respect to the Licensed Software expressly set forth in this Agreement and Licensee has no other rights, implied or otherwise.  Except as expressly provided herein, no right, title or interest in or to the Licensed Software or the Autodesk or FBX trademarks transfers to Licensee.  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.  No rights are granted to Licensee to use any of Autodesk’s trademarks, trade names or trade dress.  Licensee shall place the following statement in the copyright area of any: (i) on-line documentation; (ii) end-user software license agreement; (iii) About Box or similar notice page; and (iv) other document that contains copyright information; in each case related to Licensee’s reproducing, distributing and sublicensing of the Licensed Software pursuant to the terms of this Agreement:
“This software contains Autodesk® FBX® code developed by Autodesk, Inc. © 2009 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  FEES
Use of the Licensed Software in accordance with the terms of this Agreement shall not require payment of a license fee.
4  TERM AND TERMINATION
The grant of a perpetual license notwithstanding, Autodesk may immediately terminate this Agreement and revoke the licenses granted to Licensee upon written notice to Licensee if Licensee fails to comply with any of the limitations, restrictions or other terms of this Agreement.  Upon revocation of the license grants or termination of this Agreement, Licensee must (i) cease all use, reproduction, distribution and sublicense of the Licensed Software and uninstall all copies of the Licensed Software; and (ii) destroy all Licensed Software or, upon request by Autodesk, return all Licensed Software to Autodesk or the company from which it was acquired. Autodesk reserves the right to require Licensee to show satisfactory proof that all copies of the Licensed Software have been uninstalled and all License Software and all related documentation and materials, and copies thereof, have been destroyed or returned.
5  USE OF OPEN SOURCE SOFTWARE BY LICENSEE
If Licensee uses any third party software (including free or open source software), whether or not in conjunction with the Licensed Software, Licensee shall ensure that its use does not:  (i) create, or purport to create, obligations of Autodesk or any of its affiliates with respect to the Licensed Software; (ii) grant, or purport to grant, to any third party any rights to or immunities under Autodesk’s or any of its affiliates intellectual property rights; or (iii) cause the Licensed Software to be subject to any licensing terms other than those set forth in this Agreement.
6  FEEDBACK
Licensee may provide to Autodesk reasonable suggestions, comments and other feedback with respect to the Licensed Software (“Feedback”).  Licensee grants Autodesk, under all of Licensee’s intellectual property rights, the following worldwide, exclusive, transferable, perpetual, irrevocable, royalty-free, fully paid-up rights: (i) to make, have made, use, copy, modify, and create derivative works of the Feedback as part of any Autodesk product, technology, service, specification or documentation; (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell and sell, rent, lease or lend copies of the Feedback (and derivative works thereof and improvements thereon); and (iii) to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties.
7  COVENANT NOT TO SUE
Licensee (on behalf of itself and its affiliates) hereby grants to Autodesk, its affiliates and other third party Autodesk licensees of the Licensed Software a worldwide immunity from patent infringement claims, actions and suits based on any act which, if not otherwise licensed by Licensee, would infringe, contributorily infringe or induce the infringement of any Licensee patent that pertains to Modifications to the Licensed Software.
8  DISCLAIMER OF WARRANTY
8.1  The Licensed Software is provided “AS IS” and without any warranty of any kind.
8.2  AUTODESK AND ITS LICENSORS DO NOT MAKE AND LICENSEE DOES NOT RECEIVE ANY WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO THE LICENSED SOFTWARE.  IN ADDITION, AUTODESK AND ITS LICENSORS SPECIFICALLY DISCLAIMS ANY WARRANTY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.  without limiting the foregoing, Autodesk DOES NOT WARRANT THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.  Any statements or representations about the LICENSED Software and its functionality in the PRINTED MATERIALS AND/OR ONLINE OR ELECTRONIC Documentation or ANY COMMUNICATION WITH LICENSEE constituteS technical information and not an express warranty or guarantee.
9  LIMITATION OF LIABILITY
IN NO EVENT SHALL AUTODESK OR ITS LICENSORS HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, DIRECT, 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 LICENSED SOFTWARE, OR THIS AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE BY LICENSEE FOR THE LICENSED 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 LICENSED SOFTWARE OR THE MEDIA ON WHICH THE SOFTWARE IS FURNISHED TO YOU.  AUTODESK SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN LICENSED SOFTWARE OR LICENSED SOFTWARE MEDIA.  YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE LICENSED SOFTWARE AND THE MEDIA ON WHICH THE LICENSED SOFTWARE IS FURNISHED AND FOR BACKING UP ANY DATA.
10  EXPORT
Unless properly authorized by the U.S. Government, Licensee shall not export, re-export or transfer, whether directly or indirectly, the Licensed Software or Modifications, if any, or direct products thereof, to any person or company who is: (a) present in or controlled by a legal resident of any proscribed country listed in the U.S. Export Administration Regulations (or any equivalent thereof); or (b) a person or entity named in the entity lists, denied persons lists or specially designated nationals lists maintained by the U.S. Government.
Licensee may not export the Licensed Software in violation of this Agreement, U.S., or other applicable export control laws.
11  U.S. GOVERNMENT RESTRICTED RIGHTS
All Licensed Software provided to the U.S. Government is provided with the same commercial license rights and restrictions described elsewhere herein.
12  GENERAL
12.1.	No Assignment; Insolvency.  Licensee 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 Licensee shall be void.  The Agreement shall terminate and the licenses granted hereunder revoked without further notice or action by Autodesk if Licensee becomes bankrupt or insolvent, makes an arrangement with Licensee’s creditors, or goes 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 constitutes the entire agreement between the parties and supersedes any other previous or contemporaneous communications, agreements, representations, warranties or advertising with respect to the Licensed Software.  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 in any other jurisdiction or affect the legality, validity or enforceability of any other this Agreement.
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	Language.  The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations.
12.7	Canada.  If Licensee obtained the license for the Licensed Software in Canada, Licensee agrees 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.
12.8	Construction.  Ambiguities in this Agreement will not be construed against the drafter.