What’s New in the AutoCAD 2010 EULA

Everyone else is discussing all the cool new features in AutoCAD 2010, so I decided to have a look at what’s new in the EULA (End User License Agreement). I compared the AutoCAD 2010 EULA for US/Canada to the AutoCAD 2009 EULA. I won’t divulge the process I used to automate the comparison, because the odds are pretty good that I violated the EULA somewhere along the way, and I want plausible deniability.

The first change I noticed is that the AutoCAD 2010 EULA contains more shouting. The 2009 EULA started out in a fairly mellow mixed case with a few shouts thrown in for effect, but the 2010 EULA dispenses with the lower case and launches right into a multi-paragraph avalanche of screaming block letters. Apparently nobody was listening, so they turned up the volume.

Substantively, there are a number of very interesting changes. The following was added to the preamble:

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 SOFTWARE.

Next time you’re eyeing that used copy of AutoCAD 2010 on eBay, be warned that Autodesk is not obligated to permit you to install or use the software. They don’t come right out and say that they won’t allow it, so maybe they won’t mind — but then what’s the point of including this clause? Tim Vernor won’t be very happy about this change.

Moving along, I see that they added a definition for “Uninstall”, defining it as “to destroy or remove”. The definition of “User Documentation” was very slightly changed from “…after You acquire or Install the Software…” to “…when or after You acquire or Install the Software…”. Incidentally, did you know that Autodesk considers an AutoCAD reseller’s invoice to be “user documentation”?

Rounding out changes in definitions is a change in the definition of “You”. Yes, Autodesk has redefined “You” whether “you” like it or not.

I could go on and on about small wording changes, and while it would be interesting to contemplate why each change was made (and how many scheming lawyers it took to do it), we’d risk missing the forest for the trees.

Section 2.1, “License Grant”, contains ominous new language. The following has been added:

You may Access the application programming interfaces that may be included with or in the Software or otherwise available from Autodesk for use with the Software (“API’s”) to develop programs, modules, components or functionality that (i) are compatible with and are used and/or interfaced with the Software and (ii) contribute significant value-added functionality or enhancements to the Software (“API Modules”) provided You may Install and Access such API Modules solely on Computers where a licensed copy of the Software is also installed and further provided such Installation and Access is solely in connection with Your Installation and Access of the Software and solely for Your internal business needs. You may not redistribute all or any portion of an API Module.

Read that again. That’s right, you may not write any “programs, modules, components, or functionality” unless they “contribute significant value-added functionality or enhancements” to AutoCAD. Furthermore, if you do manage to write a program that adds significant functionality, you may not redistribute all or any part of it. What are those guys smoking out there in California?

Finally at the end of section 2.1, they changed “No license is granted under the terms of this Agreement if You did not lawfully acquire the Software” to “No license is granted under the terms of this Agreement if You did not lawfully acquire the Software from Autodesk or from a third party who has been permitted or authorized by Autodesk either directly or indirectly to supply the Software”. Take that Tim Vernor!

In another nod to the Vernor case, section 2.3, “Upgrades”, adds a new requirement to “destroy all Autodesk Materials relating to the Previous Version or, upon request by Autodesk, return all such Autodesk Materials relating to the Previous Version to Autodesk or the company from which they were acquired”. This is important language that could persuade a court to view an AutoCAD purchase as a license instead of a sale, thereby giving Autodesk the power to control the secondary market.

Interestingly, section 2.4, “Crossgrades”, requires that the previous software be uninstalled within 60 days, but has no requirement that it be destroyed. However, new language in section 2.7, “Termination”, which requires the software to be destroyed “upon termination of the license grant or this Agreement”, apparently covers both cases.

A funny change in section 3.2.3, “Transfers”, appears to close a loophole. The AutoCAD 2009 EULA disallowed transfers to “any other person”; the AutoCAD 2010 EULA disallows transfers to “any other person or legal entity”. Considering a license transfer? Make sure it’s to an illegal entity!

Section 4, “ALL RIGHTS RESERVED”, was rewritten. The rewrite introduced a grammatical error (“and You have not other rights”), but otherwise I don’t see that much changed. It still ends with the now familiar directive that “The Software and User Documentation are licensed, not sold.”

Finally, the infamous “audit clause” has been revised. Not the way you may have hoped, I’m sad to report. Luckily the change was a minor one that doesn’t make the clause any more overbearing than it already was.

Isn’t change wonderful?

13 Comments

  1. In my list of RSS feeds this morning, there was your report, along with this related headline (from Silicon Alley Insider):

    “Yahoo’s Bartz Busy Chopping Dead Wood”

    Anyhow. The less generous a software company is with its licensing, the more monopolistic it has become. For example, Microsoft’s corporate site licensing is so complex that companies have to hire outside consultants to explain them.

    The day may well come, Owen, when you will no longer be able to parse this EULA!

  2. Owen, I am yet to view the EULA you are referring to but the comments about destroying and removal of existing software have been a part of the documents for quite awhile.

    Having said that tho’ there are several EULA floating around in various places. You can be looking at one and I could be looking at quite another. There are ones for the USA and on for International and variations in different places.

    Would like a copy of the one you read if you don’t mind emailing it please.

  3. Paul, I would be happy to send you a copy of the 2009 and 2010 EULAs, except that they are the copyrighted property of Autodesk, and I don’t have permission to distribute them. Luckily the Fair Use Doctrine allowed me to reproduce relevant parts here without permission for the purpose of critical analysis.

  4. Thanks for your reply Owen.

    If you are serious then nothing more needs to be said about how wrong these documents and Autodesk are and how wrong users are allowing them to remain; if you are not then I will look forward to their reciept ;-)

    Bear in mind whilst I am a user of Autodesk software I am not bound by their terms and conditions.

  5. I agree with Ralph and worry that we will possibly see the rise of a new division within Autodesk that (like Microsoft) solely focuses on licensing and interpretation. I haven’t read the EULA for 2010 either, but I was curious if any new language was added to address virtualization, whether machine-based (like VMware, Hyper-V) or application packaged (ThinApp, App-V, SVS, etc.)?

  6. Maybe I’m missing something, but the section regarding use of API’s for interfacing with “software” appears to be saying you cannot redistribute things like ObjectDBX or any DLL’s which are part of the product installation which are not entirely of your own creation. That language is fairly common with other vendors like Oracle, Microsoft, Sun, and others. I agree that it’s a bit murky and could use a little clarification. My guess is that this is aimed at groups looking to redistribute tools for reading/writing DWG files without paying for an OEM license (read: OpenDWG). Again, I may be misreading this.

  7. skatterbrainz whether it is a division or not is probable irrelevant but Autodesk employ ‘legal’ people not just outside lawyers so in effect your fear is well founded, and having dealt with them at length not very usefull/helpfull from a users point of view

    Owen’s response to me should also be a warning, to all, that should not be ignored, as I have said if he is joking about not being able to send me a copy of the EULA then you all need to look very closely not just at the EULA but at yourselves. Talking about this is no longer an option; users and commentators MUST start NOW applying the pressure to Autodesk to completely rethink their position or risk losing the value of a EULA all together.

    Autodesk see this a war against users of its software; they are wrong about that and are wrong in trying to use the EULA to ‘control’ their customers. At the moment they hold sway becuase too few have the courage to stand up and be counted.

    If all Autodesk users did what I have done the issues embodied in the EULA will be rectified.

    Just remember Autodesk’s EULA is a guide as to how Autodesk wants you to behave, it’s a ‘code of conduct only’; what it is NOT IS A CONTRACT!

  8. @sb: I think you’re correct about what they intended. I suspect it has something to do with the fact that VBA must now be redistributed by application developers along with their application. Since there’s no way to divine the intended meaning from what is written, I decided to just ridicule it instead.

    @Paul: I’m very serious about not violating Autodesk’s copyright in their EULA. Don’t get me wrong, I think it’s unethical for Autodesk to not make the EULA freely available on their web site, but I’m not going to compromise my principles or make myself an easy target just because I disagree with them.

  9. Owen, no criticism intended in my comments and I respect your position 100%.

    What I am saying with my comments is that this situation simply should not occur: it is our responsibility, as software users, to bring it to an end and that will only happen if we take what we don’t like and collectively throw it right back.

    We all know what is going on is wrong; why is it so hard for so many to simply tell Autodesk to pull their heads, in as I have done?

    What are software users, Autodesk’s customers actually afraid of?

    I’m off now to teach a room full of budding young engineers to use AutoCAD – its a great tool too use, for many reasons, but it and its cousins are tainted by the EULA.

  10. I’m pretty sure Tim Vernor doesn’t care what Autodesk puts into the EULA. He’s not an EU, he considers the product to be an item for sale rather than an L, and is not a party to the A. ;)

    Anybody who starts a document with large amounts of upper case is shouting “DON’T READ THIS! DON’T READ THIS! IT WILL GIVE YOU A HEADACHE!” and deserves to be placed in a small room with a VERY LOUD DEATH METAL BAND. I look forward to the day that some judge finds such clauses to be non-enforceable on grounds of unreadability.

    As for the contents of the alleged “agreement” you’ve highlighted, particularly the API section, words fail me.

  11. Pingback: Outside The Box » Blog Archive » AutoCAD 2011 EULA Changes

  12. Pingback: AutoCAD 2010 – decad - Γραφείο Ιατρουδάκη

Leave a Reply

Your email address will not be published. Required fields are marked *

You may use these HTML tags and attributes: <a href="" title=""> <abbr title=""> <acronym title=""> <b> <blockquote cite=""> <cite> <code> <del datetime=""> <em> <i> <q cite=""> <strike> <strong>