Additional Terms and Conditions for Autodesk Service Subscriptions


The following additional terms apply to Your purchase of Autodesk ("Vendor") services:


1. Term and Termination

Services start once provisioned on the marketplace. You may cancel the Services through the marketplace so long as no Service commitments are active hereunder (i.e. You or one or more of Your Users are employing any active Services). You may only terminate the Service if there are no existing term commitments for Services. If You or a User terminates its use of a Service prior to the expiration of the term commitment for the selected service, You will remain responsible to Ingram Micro for all remaining and accrued charges for such Service pursuant to the selected term commitment.

Services are available for minimum commitment of one (1) month or one year. Services will auto renew for an additional one month or one year, unless You cancel the Services five (5) business days prior to the expiration of the term commitment for the selected service.


2. Fees

You agree to pay the fees and charges for the Services as outlined in the registration process and that appear on the Site, as may be amended from time to time. For any extension of a subscription term or the provisioning of a Service upgrade, the then-current price will apply, unless otherwise mutually agreed in writing by the Parties. Ingram Micro, may, from time to time, in its sole discretion, change the fees it charges for the Service. Any increase in the fees will take effect at the beginning of User's next subscription term. Ingram Micro will notify You of any such changes by updating the Site or sending notice by e-mail or regular mail.


3. Autodesk Certifications and Authorizations

It is the Your responsibility to maintain any authorizations You have with Autodesk including, without limitation, those required to resell the Services. Autodesk and/or Ingram Micro may move any subscriptions You resell to Your customers to other resellers if you fail to maintain your authorizations with Autodesk.

You are responsible for any improper use of ACE opportunity numbers. You agree to indemnify, defend and hold Ingram Micro harmless from any damage or loss resulting from any misuse of Your ACE opportunity numbers.


4. Price Proration for Resource Upgrades

If You add an Autodesk auto-renew subscription to an already existing auto-renew contract, pricing will be prorated for the added subscription as follows. For annual pre-paid subscriptions, You will be required to pay for the full current subscription month plus any remaining months of the subscription term. For monthly pre-paid subscriptions, you will be required to pay for the full current month if ordering on the monthly anniversary date or 50% of the monthly rate if ordering on any other date during the subscription month. The renewal date is determined at time of the original Auto-Renew purchase (when the subscription contract is created).


5. Software Updates and Upgrades

In order to receive software and service updates and upgrade entitlements for the subscriptions purchased, You must be registered with Autodesk and have an Autodesk Customer Specific Number ("CSN"). Subscriptions purchased by You without registering with Autodesk to obtain a CSN are not able to receive Autodesk updates or upgrades during the subscription term.


6. Terms of Sale and Service/Use

All services are subject to the sales terms set forth at and service setup information, including but not limited to pricing, (where applicable) set forth in the marketplace. For the avoidance of doubt, notwithstanding the presence or acceptance by Ingram Micro of Your order, such shall be for administrative purposes only and the parties agree that the governing terms and conditions shall be those set forth at unless otherwise agreed to in writing by Ingram Micro and You.


All Terms of Use or Service as established by Vendor and as set forth at; ; and ; shall apply to Your resale activity and to Your customers ("Terms of Use"). You covenant, represent and warrant that You will present the Terms of Use to each of your customers before Service activation and that no subscription for the Services shall be activated for or used by your customers before the customer agrees to the Terms of Use. You will track and record acceptance by Your customers of the Terms of Use and will provide information relating thereto to Ingram Micro upon request.