Advisory Services

The Advisory Services are available for the Autodesk technology (“Autodesk Technology”), including MAKE Technology, listed here.

The following advice and assistance (“Advisory Services”) are available to You.

*The Architecture Feasibility Advisory Services are not provided for MAKE Technology under these terms. For MAKE Technology, You may contract for similar services under a separate contractual process.

Autodesk may create and provide recommendations in the form of documentation, files, and code or scripts (“Outputs”) to You. Any code or scripts created by Autodesk during the provision of the Advisory Services (“Code Snippets”) are created solely for the purposes of validating the feasibility of Your enterprise or software architecture definition based on Autodesk Technology and are given as examples for explanatory and reference purposes only.

Code Snippets shall not be used by You in any code or for testing code. The Code Snippets provided to You are not suitable for use in production code and You should not depend on the Code Snippets in the operation of Your business.

The terms of this section supplement the terms set forth under the Agreement regarding Intellectual Property and they provide additional limitations regarding the license rights granted.

You and Autodesk will each assign an administrator who will be the single point of contact for You and Autodesk to discuss and plan the provision of the Advisory Services (“Administrator”). Our Administrators will coordinate and agree with You which Advisory Services will be performed, when they will be performed, the detailed work tasks for each type of Advisory Service, any preparation needed, and specific workplaces in the Advisory Locations. Our Administrators will discuss with You your requests for clarification on the Advisory Services Descriptions and review questions from You related to the Advisory Services.

The Administrators shall review any request You make to purchase additional Resource Utilization capacity or renew the Advisory Service, and such purchases shall be effective upon You and Autodesk signing an amendment to the Agreement and You issuing a purchase order.

The Administrators will meet by the 15th of each month during the Advisory Services term to agree on the Resource Utilization allocation and Advisory Services of the following month and where they will happen, except for the Resource Utilization allocation of the first month of the agreement, which will be agreed before the Service Start Date. Autodesk shall not perform Advisory Services until our Administrators agree which Advisory Services will be provided.

The Advisory Services starts on the Service Start Date and ends on the Service End Date specified in the Agreement. The Advisory Services will be provided for an amount of time up to the Resource Utilization percentage stated in the Agreement. Advisory Services will be received in the Advisory Locations, onsite or remote. Any changes to the Advisory Locations are made at the sole discretion of Autodesk.

Advisory Services are provided during the standard working week in the time zone of the Advisory Locations where the Advisory Services are scheduled to occur. The Advisory Services available to You will vary depending on the availability of Autodesk personnel who can deliver the type of service requested and on the Advisory Locations requested. You accept that at Autodesk’s discretion some Advisory Services may not be available, for instance due to the Advisory Locations or availability of resources. Autodesk may use a variety of personnel in performing the services and you will not have a dedicated resource.

The fees in the Agreement for the Advisory Services include travel and travel related expenses to the Advisory Locations.

Advisory Services are not available in all languages or in all Advisory Locations.

Your requests to renew the Advisory Services for an additional term must be received no less than 90 days prior to the Service End Date.

The Advisory Services cannot be cancelled once purchased. The Resource Utilization cannot be rescheduled less than 15 calendar days before they were due to commence. If You do not use all Your Resource Utilization before the Service End Date it shall expire automatically, and You are not entitled to any conversion, extension, or refund.

The following Assumptions and Customer Responsibilities apply to all Advisory Services:

1. Autodesk renders the Advisory Services and Outputs on an “as-is” basis and Autodesk is not responsible for the Outputs it creates. The Advisory Services and Outputs are not deliverables and do not require your acceptance. You acknowledge and agree that no deliverables shall be produced via this service and that no acceptance criteria shall apply.

2. Autodesk personnel shall only assist Your teams by carrying out a service described in the Advisory Services Descriptions section above. As a part of this work, Autodesk personnel may also provide Advisory Services to Your production project teams; however, Autodesk personnel shall not work directly on production projects that You produce or intend to produce with Autodesk Technology.

3. Autodesk shall act based on the information that You provide. Autodesk does not commit to either specific outcomes or results when creating Outputs.

4. Our Administrators’ time is in included in the price of Advisory Services and does not consume Resource Utilization time.

5. Autodesk may choose to provide Advisory Services remotely from the location where they are received.

6. If You want any services not defined as Advisory Services, they must be contracted for under a separate agreement.

7. The Advisory Services may only be used for the Advisory Services and Autodesk Technology listed in the Autodesk Technology and Advisory Services Descriptions sections above.

8. The Advisory Services cannot be used to provide consulting services that are Project-Based Services.

9. The Advisory Services cannot be used for the provision of any other services or support programs, including Enterprise Priority Support or Enterprise Success Programs, as separately defined in the Agreement, or technical support.

10. The Advisory Services are not a substitute for Your professional judgment or Your own independent design, analysis, simulation, estimation, testing or other activities, including those with respect to product stress, safety, and utility. It is Your responsibility to determine whether the use of the advice provided by Advisory Services are appropriate for the purposes You pursue. Autodesk will not be responsible or liable in any manner whatsoever for the results obtained through use of the Advisory Services, including any Output. You further acknowledge that the Advisory Services and Outputs may not achieve the results You desire within Your design, analysis, simulation, estimation, testing and other constraints.

11. Autodesk reserves the right to subcontract portions of the delivery of the Advisory Services described above.

12. You will be responsible for obtaining any third-party consents (including, but not limited to, suppliers) necessary for Autodesk to deliver the Advisory Services herein.

13. Advisory Services will not require Autodesk’s training or other services to be specific to a military, aerospace, including the design and manufacture of UAVs (unmanned aerial vehicles), or submersibles project and rather will relate to how to use Autodesk products generally using non-military examples and datasets. It will not require data specific to your end application to complete the request.

1. Autodesk shall have no responsibility for the manufacture of any products or for any decisions regarding whether, and to what extent, the Advisory Services and any Outputs and proceeds thereof are fit for manufacturing purposes and/or should be used in the manufacture of Your products. The Advisory Services and Outputs are not production-ready for use by You in a production environment, for the manufacture of products, or for retail consumption. Notwithstanding the definition of Outputs above, the scope of the Advisory Services for MAKE Technology shall not include the creation of Sample Codes, or physical or virtual prototypes or designs of objects using Autodesk MAKE Technology or other activities that entail modifications or maintenance of any material or information including Your specifications, drawings or business rules provided to Autodesk for purposes of performing the Advisory Service by You or by a third party on your behalf (“Your Material”).

2. You are solely responsible for ensuring that Your Material is consistent with all applicable industry standards and by ordering the Advisory Services you hereby confirm that Your Material is not subject to restrictions under applicable export or international military regulations. The Advisory Services cannot be used when Your Material is subject to requirements or restrictions imposed by export or military regulations (such as the U.S. International Traffic in Arms Regulations (“ITAR”), Export Administration Regulations (“EAR”) 500 and 600 Series controls or their international equivalent, any other items listed on the Commerce Control List within the EAR or its international equivalent, National security restrictions of any country).

Autodesk may modify Advisory Services from time to time, provided the level of service will not materially decrease during the Term.

You also acknowledge and agree that Autodesk may add to or change the terms of these Advisory Services Terms from time to time, provided that Autodesk provides written notice of the additions or changes before the additions or changes are effective as to You. Notification of 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 do so notify Autodesk, Your existing Advisory Services will continue to be governed by the last version of the Advisory Services Terms that You accepted (including any deemed acceptances) until the end of Your then current Term (if You have paid all applicable fees for the entire Term), and at the end of such Term, this agreement shall expire. If You do not so notify Autodesk, or if You place new orders for, or renew Advisory Services, You will be deemed to have accepted such revisions for all Advisory Services provided to You and Your Authorized Users.

Terms stipulated by You in any communication which purport to vary these Advisory Services 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.

Any defined terms which are not defined below have the meaning given to them in the Agreement.

“Advisory Location”: the workplace locations where the Advisory Services are being received.

“Agreement”: the contractual terms and conditions which You have entered into with Autodesk under which these Advisory Services are being paid for and performed.

“Project-Based Services”: those consulting services requiring project management focusing only on the project on hand as defined under a separate agreement (SOW, SCO, Task Order etc.). Project-Based Services define a set of project deliverables or outputs defined within the framework of available resources, capabilities, skill sets and deadlines.

“You”: the legal entity who has entered into the Agreement with Autodesk.