AUTODESK SOFTWARE LICENSE AGREEMENT

(AUTODESK MAPGUIDE)

IMPORTANT NOTICE: THE FOLLOWING SOFTWARE LICENSE AGREEMENT

DOES NOT APPLY TO YOU IF YOU PURCHASED YOUR COPY OF THE SOFTWARE

IN EUROPE, AFRICA, OR THE MIDDLE EAST. INSTEAD, IN THE BOOKLET

ENCLOSED IN THE BOX, PLEASE REFER TO THE PRINTED LICENSE

AGREEMENT FOR THE COUNTRY IN WHICH YOU PURCHASED YOUR COPY. BY

CLICKING "YES" BELOW TO PERMIT INSTALLATION OF THE SOFTWARE TO

PROCEED, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THE

APPLICABLE PRINTED LICENSE AGREEMENT FOR THE COUNTRY OF PURCHASE.

IMPORTANT, PLEASE READ THIS FIRST. THIS IS A LICENSE AGREEMENT.

AUTODESK IS WILLING TO LICENSE THE ACCOMPANYING SOFTWARE TO YOU

ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS

CONTAINED IN THIS LICENSE AGREEMENT AND ANY SUPPLEMENTARY OR

UNIQUE LICENSE TERMS INCLUDED HEREWITH ("AGREEMENT").

READ THE TERMS AND CONDITIONS OF THE AGREEMENT CAREFULLY BEFORE

SELECTING THE "YES" BUTTON. BY CHOOSING THE "YES" BUTTON YOU ARE

CONSENTING TO BE BOUND BY THE TERMS OF THE LICENSE AGREEMENT AND

THE SOFTWARE WILL BE INSTALLED. IF YOU DO NOT AGREE TO THESE

TERMS, CANCEL THE INSTALLATION BY CHOOSING THE "NO" BUTTON,

RETURN WITHIN THIRTY (30) DAYS THE SOFTWARE PACKAGE AND ALL OTHER

ITEMS IN THE PACKAGE, WITH DATED PROOF OF PURCHASE TO THE

LOCATION WHERE YOU ACQUIRED IT FOR A FULL REFUND.

YOUR USE OF THE SOFTWARE ALSO INDICATES YOUR ASSENT TO BE BOUND

BY THE LICENSE TERMS SET FORTH HEREIN.

COPYING OF THIS COMPUTER PROGRAM OR ITS DOCUMENTATION EXCEPT AS

PERMITTED BY THIS LICENSE IS COPYRIGHT INFRINGEMENT UNDER THE LAWS

OF YOUR COUNTRY. IF YOU COPY THIS COMPUTER PROGRAM WITHOUT

PERMISSION OF AUTODESK, YOU ARE VIOLATING THE LAW. YOU MAY BE

LIABLE TO AUTODESK FOR DAMAGES, AND YOU MAY BE SUBJECT TO CRIMINAL

PENALTIES.

1. Grant of License

Autodesk, Inc. ("Autodesk") grants you a nonexclusive, nontransferable license to use

the enclosed program (the "Software") and its printed manual and other accompanying

material ("Documentation") with equipment owned by you or under your control,

according to the terms and conditions of this License Agreement.

Intranet/Extranet License: if you have licensed this Autodesk MapGuide for intranet or

extranet use, the maximum number of users is the number for which you have paid the

appropriate fee and received a license pack from Autodesk. Intranet/extranet use is

defined as software running on a private computing network, a restricted universal

resource locator (URL), or a password-protected site and is not intended for public use.

Internet License: If you purchased the Internet Access Option License for public access,

the number of Internet users is unlimited.

Back-Up Copy: Regardless of which version of the Software you have acquired, this

License permits you to make only one archival (back-up) copy of the Software. Such

archival copy may not be installed on another computer, unless such computer is a

partitioned drive of a server to which only the authorized user has access. In any event,

the archival copy may not be used or installed as long as another copy of the Software is

installed on any computer. If the Documentation is in printed form, it may not be copied.

If the Documentation is in electronic form, you may print out one (1) copy, which may not

be copied.

Upgrades: If this Software is labelled as an upgrade to software previously licensed to

you, you must destroy all copies of the software previously licensed to you replaced by

this Software, including any copies resident on your hard disk drive, and return the

hardware lock, if any, which accompanied the software previously licensed to you (unless

Autodesk explicitly notifies you that the hardware lock is to be used with the upgrade),

within sixty days of acquiring this Software.

Autodesk reserves the right to require you to show satisfactory proof that previous copies

of the software have been destroyed. If the Software requires a hardware lock to operate

and the hardware lock is not returned within the stipulated period, Autodesk reserves the

right to charge you, and you shall pay, the difference in price between the upgrade

license price and the suggested retail price of this Software. Software patches, if any,

provided to you by Autodesk or an authorized third-party in connection with the Software

licensed to you hereunder, shall be subject to the terms and conditions of this License

Agreement unless otherwise specified at the time of delivery.

Authorization Code: If this Software requires an authorization code, you must register your

purchase of this Softtware product with Autodesk before an authorization code shall be

issued to you.

2. RESTRICTIONS:

THIS SOFTWARE MAY NOT BE USED OR TRANSFERED OUTSIDE OF THE

WESTERN HEMISPHERE(U.S, Canada, and Latin America), REGARDLESS OF

WHETHER SUCH TRANSFER IS ACCOMPLISHED BY PHYSICAL OR ELECTRONIC

MEANS

You May Not:

a. copy the Software or Documentation except as permitted by this license.

b. reverse engineer, decompile or disassemble the Software except to the extent

permitted by law where this is indispensable to obtain the information necessary to

achieve interoperability of an independently created program with the Software or

with another program and such information is not readily available from Autodesk

or elsewhere. You may not decompile the Software if such information is available

by licensing any Autodesk Software Developer’s Kit through an Authorized

Autodesk Reseller or your local Autodesk office.

c. distribute, rent, loan, lease, sell, sublicense or otherwise transfer all or part of the

Software, Documentation or any rights granted hereunder to any other person

without the prior written consent of Autodesk, with the exception of Autodesk

MapGuide Viewer; SDF Component Toolkit; SDF C++ Toolkit; and SDF Loader,

all of which are freely transferable.

d. remove, alter or obscure any proprietary notices, labels or marks from the Software

or Documentation.

e. modify, translate, adapt, arrange or create derivative works based on the Software

or Documentation for any purpose.

f. utilize any equipment, device, software or other means designed to circumvent or

remove any form of copy protection used by Autodesk in connection with the

Software, or use the Software together with any hardware lock, authorization code,

serial number, or other copy protection device not supplied by Autodesk directly or

through an Authorized Autodesk Reseller.

g. use the Software or Documentation outside of the country in which it was

purchased.

h. use the Software to host a third-party site of any kind without prior written approval

from Autodesk and payment of the appropriate fee.

i. export the Software or Documentation in violation of U.S. or other applicable export

control laws.

3. Copyright

Title and copyrights to the Software, Documentation and accompanying materials and

any copies made by you remain with Autodesk. Unauthorized copying of the Software

or Documentation, or failure to comply with the above restrictions, will result in automatic

termination of this license.

4. Limited Warranties/Year 2000 Warranty

Autodesk warrants (1) that the Software will provide the facilities and functions generally

described in the Documentation and that the media on which the Software is furnished,

the Documentation accompanying the Software, and any hardware lock or other copy

protection device accompanying the Software will be free from defects in materials and

workmanship under normal use, and (2) that the Software under normal use shall be able

to accurately process date and time data from, into and beyond the year 2000 including

leap year calculations.

EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, AUTODESK MAKES

AND YOU RECEIVE NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR IN

ANY COMMUNICATION WITH YOU, AND AUTODESK SPECIFICALLY DISCLAIMS

ANY OTHER WARRANTY INCLUDING THE IMPLIED WARRANTY OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AUTODESK

DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE

UNINTERRUPTED OR ERROR FREE. The above exclusions may not apply to you as

some jurisdictions do not allow the exclusion of implied warranties. In addition to the

above warranty rights, you may also have other rights, which vary from jurisdiction to

jurisdiction.

Autodesk’s entire liability and your exclusive remedy under the warranties made in this

License Agreement will be, at Autodesk’s option, to attempt to correct or work around

errors, to replace the defective media; documentation or copy protection device, or to

refund the license fee and terminate this license. This remedy is subject to the return of

the defective media, documentation or copy protection device with a copy of your receipt

to your local Autodesk office or the Authorized Autodesk Reseller from whom it was

obtained within ninety (90) days from the date of its delivery to you. Following expiration

of this ninety (90)-day period, Autodesk will replace any defective or damaged copy

protection device in return for payment of an amount which covers the cost of a

replacement device plus a fee for handling and shipment.

5. Disclaimer

COMPUTER-AIDED DESIGN SOFTWARE AND OTHER TECHNICAL SOFTWARE

ARE TOOLS INTENDED TO BE USED BY TRAINED PROFESSIONALS ONLY.

THEY ARE NOT SUBSTITUTES FOR YOUR PROFESSIONAL JUDGMENT.

COMPUTER-AIDED DESIGN SOFTWARE AND OTHER TECHNICAL SOFTWARE

ARE INTENDED TO ASSIST WITH PRODUCT DESIGN AND ARE NOT

SUBSTITUTES FOR INDEPENDENT TESTING OF PRODUCT STRESS, SAFETY

AND UTILITY. DUE TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR

THE SOFTWARE, THE SOFTWARE HAS NOT BEEN TESTED IN ALL SITUATIONS

UNDER WHICH IT MAY BE USED. AUTODESK SHALL NOT BE LIABLE IN ANY

MANNER WHATSOEVER FOR THE RESULTS OBTAINED THROUGH THE USE OF

THE SOFTWARE. PERSONS USING THE SOFTWARE ARE RESPONSIBLE FOR

THE SUPERVISION, MANAGEMENT AND CONTROL OF THE SOFTWARE. THIS

RESPONSIBILITY INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF

APPROPRIATE USES FOR THE SOFTWARE AND THE SELECTION OF THE

SOFTWARE AND OTHER PROGRAMS TO ACHIEVE INTENDED RESULTS.

PERSONS USING THE SOFTWARE ARE ALSO RESPONSIBLE FOR ESTABLISHING

THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE

RELIABILITY AND ACCURACY OF ANY PROGRAM OUTPUT, INCLUDING ALL

ITEMS DESIGNED BY USING THE SOFTWARE.

6. LIMITATION OF LIABILITY

IN NO EVENT WILL AUTODESK BE LIABLE FOR ANY LOSS OR DAMAGES OF

ANY KIND, INCLUDING LOSS OF DATA, LOST PROFITS, COST OF COVER OR

OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES

ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR

DOCUMENTATION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY.

THIS LIMITATION WILL APPLY EVEN IF AUTODESK OR ANY AUTODESK

RESELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR

DAMAGE. YOU ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS THIS

ALLOCATION OF RISK.

AUTODESK SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER

ARISING FROM LOSS OR THEFT OF THE SOFTWARE OR OF ANY COPY

PROTECTION DEVICE WITH WHICH THE SOFTWARE IS SUPPLIED.

SPECIFICALLY, AUTODESK SHALL NOT BE OBLIGATED TO REPLACE ANY LOST

OR STOLEN SOFTWARE OR COPY PROTECTION DEVICE. YOU ARE SOLELY

RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE AND ANY COPY

PROTECTION DEVICE FROM LOSS OR THEFT AND PROTECTING YOUR

INVESTMENT THROUGH INSURANCE OR OTHERWISE. The above limitation may

not apply to you because some jurisdictions do not allow the limitation or exclusion of

liability for incidental or consequential damages.

7. Restricted Rights for US Government Customers

This Software and Documentation are provided with RESTRICTED RIGHTS for US

Government customers. Use, duplication, or disclosure by the US Government is

subject to restrictions as set forth in FAR 12.212 (Commercial Computer

Software--Restricted Rights) and DFAR 227.7202 (Rights in Technical Data and

Computer Software), as applicable. Manufacturer is Autodesk, Inc., 111 McInnis

Parkway, San Rafael, California 94903.

8. Canadian Sales

If you purchased this product in Canada, you agree 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 aux présentes confirment leur volonté que cette Convention de même que

tous les documents y compris tout avis qui s’y rattache, soient rédigés en langue

anglaise.

9. General.

A. This license shall terminate without further notice or action by Autodesk if you,

the licensee, shall become bankrupt, make an arrangement with your creditors

or go into liquidation.

B. This Agreement shall not be governed by the UN Convention on Contracts for

the Sale of Goods; rather this Agreement shall be governed by the laws of the

State of California, U.S.A, including its Uniform Commercial Code without

reference to conflict-of-laws principles. This Agreement is the entire agreement

between us and supersedes any other communications or advertising with respect

to the Software and Documentation. If you have any questions, please contact

your Authorized Autodesk Reseller.

C. If any provision of these license conditions is found to be invalid or otherwise

unenforceable, the further conditions of this license will remain fully effective and

the parties will be bound by obligations which approximate, as closely as possible,

the effect of the provision found invalid or unenforceable, without being

themselves invalid or unenforceable.

D. If you have any question please send written inquires to: Autodesk, Inc.,

Customer Service, 111 McInnis Parkway, San Rafael, California 94903