Going Too Far? Autodesk Licence Terms

Most of Autodesk's customers don't read the terms of license when installing AutoCAD. This makes sense: if you want to use the software, you have to agree to its terms. Thus, there's no point to reading the license, because you have no rights to negotiate it. As Autodesk says, if you don't agree to the terms, return the software.

Thus, you may be surprised to learn just how onerous some of the terms are:

- You cannot travel with your notebook computer and use AutoCAD outside the country you bought it in. It may even be illegal to use AutoCAD in the airplane flying over Canada between mainland USA and Alaska. The stewardess instructing you to put away your electronic devices takes on a whole new meaning.
- You lose your right to use AutoCAD if you declare bankruptcy, thus depriving you of your ability to make a living and recover from financially difficult times. Although Autodesk claims its licenses are perpectual, they clearly are not.
- You agree to allow Autodesk to search your home for illegal copies, or send agents into your premises. And you agree to let Autodesk charge you for the costs it incurred entering your home.

Last fall, Ed Foster on his Gipe2Ed.com Web site compared the terms of Adobe and Autodesk licenses, and found Adobe's much fairer. He notes that "The AutoCAD license, however, takes some unique steps to restrict users even from actions that are clearly protected under laws in the U.S. and abroad."

More recently, Paul Waddington took up the fight on behalf of users. Writing in the Sydney Morning Herald, he describes how he was unable to read the license terms outside of purchasing AutoCAD: "I tried to talk with a local distributor and dealer and they would not discuss the agreements. To make matters worse, they do not accept their responsibility to inform customers about the licence conditions, despite the serious potential consequences."

The Australian newspaper notes that "Autodesk is considering a response."

Updates

When Paul Waddington wrote to Autodesk CEO Carol Bartz expressing his concerns, he instead received a letter from Autodesk's lawyers; the letter stated he could not reveal the content of their letter.

CADinfo.net is one of the most-visited independent CAD Web sites in the world. When they asked Autodesk to comment on the criticisms of its license terms, they instead received from a letter from one of Autodesk's public relations firms. Unlike the letter from the lawyers, you can read it here.

In contrast to Autodesk's license, Ed Foster praises Evolution Computing's license for its FastCAD software. "I think it ... makes for a good start on a model fair software license agreement." The implication is that Autodesk need not go as far as it does. There is irony: AutoCAD is based on Mike Riddle's MicroCAD, and Mike Riddle is the owner of Evolution Computing.

Comments

[martyn Day]

All very disturbing, both the consequences and the fact you can't read the licence agreement before agreeing to it. I shudder at the thought of agreeing to allow someone to invade your home and pay for the priviledge!!! While I am sure Autodesk only uses this is the most extreme of cases (if at all), it does seem to be excessive considering the people that pay the price to use the software, are the ones who are keeping legal and are the ones that have to operate under this draconian threat. I don't know many software pirates but I am sure they wouldn't buy a copy to crack it!!
While it's right that Autodesk should look after its intellectual property, this is perhaps too aggressive. If Autodesk were to do something about the price of AutoCAD, perhaps there wouldn't be so many pirated copies? In the UK we are paying about $1,500 per copy of LT and $6,700 for AutoCAD 2006!!!

[R.K. McSwain]

See: http://autocomment.typepad.com/

[Richard Williams]

What has recently been brought out in the open about AutoDesk's EUL requirements is very similar to Microsoft's position on having everything incorporated into one operating system. There are other choices out there and that is the message that should be conveyed to AutoDesk by using other software.

[JAIME ROBLES]

YES, AUTODESK THINKS ONLY IN MONEY AND ITS OWN UNSECURITY, WELL, AUTODESK IS THE MOST ILEGAL PROGRAM, AS I KNOW, IF THEY WERE MORE PARTICIPANT THEY WILL HAVE MORE THAN THEY HAVE (AND THEY HAVE SOME). DONT LET YOUR ENERGY BE CONSTRICTED, LET IT FLOW ACCORDING TO THE NEEDS.
REGARDS
JAIME ROBLES

[John Burrill]

I have a couple of comments regarding the standard Autodesk EULA and also Autodesk’s and the industry’s response to the licensing agreement terms.
Before starting out, I want to clarify my intent: it's not to argue whether Autodesk has the right to put these provisions in their license agreement. Autodesk owns the rights to the software, no one is forced to purchase it and the law seems to uphold the contract. My arguments are based on whether the restrictions of the license agreement devalue the software, unjustly liable the customer and represent disparities in Autodesk’s transparency policy.
At the outset, my first concern is the saber rattling statement 'you can decline the license agreement and return the software for a full refund.'
For truth, corporate CFO's don't click the 'I accept button', users and IT staff do and item 1.8 of the license agreement says:
“You” means you personally (i.e., the individual who reads and is prompted to accept this Agreement) if you acquire the Software for yourself or the company or other legal entity for whom you acquire the Software.
It's unlikely that a user who declines the license agreement would have a job for very long. Responsibility for upholding the terms of the license agreement should fall on the contracting party and be resolved at the time of purchase. Now, I think putting the license agreement in the installer and requiring the user to acknowledge having seen it is good policy with benefits and justification similar to that of a material safety data sheet. But quite frankly, it's not the user's decision to accept a legal contract for her company.
Specifically, within the license agreement I have issue with these provisions:

9.1. Insolvency. The Agreement and the licenses granted hereunder shall terminate without further notice or action by Autodesk if You become bankrupt or insolvent, make an arrangement with Your creditors or go into liquidation.

Whatever Autodesk argues a customer 'owns' when she buys their software, the software licensed was purchased in its entirety. That someone may declare bankruptcy, or even arrange a payment schedule with a creditor has no effect whatsoever on Autodesk's financial position. The agreement clearly states that the license is non-transferable (although a bankruptcy liquidator might take specific issue with that since it represents a capital outlet.) so Autodesk doesn't even incur administrative fees under these circumstances. My land-lady has a clause in her lease that I can't have green hair or body piercing. She said it was because those types of people scare off potential tenants. Quite frankly, it seems like a means to sever relations with company's whose financial status might sully Autodesk’s reputation. -a measure to save face at one parties expense. Another possibility is that it gives Autodesk a means to silence critics within its customer base. 'We've never done that!' Has been the standard response and I doubt that they have, which exemplifies the core problem. The license agreement-the contractual arrangement that governs the perpetual relationship of customers places customers in morally uncertain territory. Autodesk probably won't demand United Airlines uninstall all of its seats after their Chapter 11 reorganization. But their choice is to either conceal their ownership of AutoCAD licenses or 'Arthur Anderson' their books. An act of good faith on Autodesk's part would be to remove the clause from the license agreement, put it in the credit arrangements when/if they're extended and accept the incredibly marginal remaining risks. Businesses have to deal with insolvency all the time. My aunt bought a computer that fried its power supply a month after the vendor declared chapter 11. IF she can deal, they can.

The $1000.00 per seat international transfer fee: too much money. Autodesk doesn't sell legal services. This fee should represent the costs involved. This smells of the logic that allows a wrecker company to charge three times the standard rate if they tow an illegally parked vehicle.

3.2.4 Hosting or Third Party Use. You may not Install or Access, or allow the Installation or Access of, the Software over the Internet, including, without limitation, use in connection with a Web hosting or similar service, or make the Software available to third parties via the Internet on Your computer system or otherwise.

Really? What about WebEx, Placeware PC Anywhere, Virtual Desktop and NetOp? These are invaluable tools for teaching, demonstrating and trouble-shooting software. I understand Autodesk doesn't want a company buying one seat of the software and spawning it to thousands of Citrix clients, but remotely accessing the software is a just a means of communication. Is it that different from a phone support session where a user gives instructions to another user and she enters them verbatim? This language is overly broad and unnecessarily restrictive. It needs to be reworded to accommodate changing methods of communication.

3.2.5 Notices. You may not remove, alter, or obscure any proprietary notices, labels, or marks from the Software or User Documentation.

What about the nologo startup switch that turns off the splash screen...or how about something more seditiously passive aggressive like altering the bitmap to say 'you should be using MicroStation!' Don't 'privacy' and 'property' become factors when determining the nature of the interface? Maybe Autodesk's lawyer hasn't thought of the first case, but intellectual property is becoming a slippery slope that rapidly descends into oppression. The language of these agreements requires ethical circumspection at the draft stage. It's not just the users who've been sliding on this one.

3.2.6 Modifications. You may not modify, translate, adapt, arrange, or create derivative works based on the Software or User Documentation for any purpose.

Now this one really yanks my thong. It proves that the Harvard mouths that draft these things get their butts handed to them every time they go a round of Halo with their teenaged kids. Have any of these lawyers ever written a VBA macro, created a tool button or leveled a coffee table with a paperback for that matter? The fact is the success and return on investment in software is largely attributable to users who adapt to a particular purpose or workflow. They probably don't mean customization-or at least not enforce it, but what if someone wants to replace the dbconnect objectarx module with something that's actually useful, or have the plot preview button automatically turn off image frames, or write their own block attribute editor. For that matter, has someone violated the terms of the license agreement by applying a service pack to the software? What is 'derive, modify and arrange' if not these things? Maybe Autodesk doesn't want someone decompiling AutoCAD and rebuilding it to run on OS X, but that's covered under the reverse engineering clause. Quite frankly, if a customer absorbs the risks and loss of support for modifications to the software, he should be able to make them. Modifying things and creating derivative works are the specific advantages of CAD over paper. Hey, lawyer, do you actually know what this software does? No. You're still playing with the new emoticons you got for AIM. Well, I'll give a hint to the general profession: this isn't NASCAR. You don't run this stuff off-the-shelf.

Let me close by reiterating the crux of my argument. It's their stuff. Autodesk can set their own terms but I would make this rhetorical statement:
If the only thing Autodesk’s customers own is the right to 'use' the software, then their productivity with it is the only standard of value to justify it's cost. Since the license agreement resolves the freedom of use, the license agreement is the only tangible value in the purchase. With every right denied, including license transfers, continued use of previous versions after upgrade, inviolate authorization codes, innovative installation models, and portability, the cost of responsible ownership increases, the return on dishonest gambits grows and the software’s value is undermined for Autodesk and its potential customers.
You can make the terms so restrictive that the hassles overcome the excitement of the new features.
The worst case scenario is that AutoCAD comes to the same fate as the hope diamond:
A marvelous piece of work, representing incredible cost that no one is allowed to touch and only the most devious thief can own it.
Anyway, I've had my rant. Two pieces of advice:
Don't click the brown grips.
CAD Naked
John

[Clinton Gallagher]

Autodesk has almost certainly built a backdoor into their software and is not to be trusted until this issue is clearly resolved.

All a reasonable person need do is read Autodesk's license and ask themselves how else Autodesk could "enter" your computer "electronically" even when given "advanced notice."

Autodesk software is used in all kinds of contexts such as banks, hospitals, military installations and other so-called 'secure' environments which are are apparently sitting ducks waiting for the backdoor to be exploited.

If there is a backdoor (and I contend that Autodesk's license indicates there is) someone like Lt. Charlie Wu ordered by his superiors from the Communist Chinese People Liberation's Army have probably already reverse engineered Autodesk source code and have the keys to the backdoor.

Autodesk has become a dangerous and evil corporate entity.

Are you prepared to be their victim?

What if your machine and your network is used by a backdoor to function as a zombie resulting in an attack to others? Are you prepared to be dragged into court to defend your claims of innocence?

Autodesk has become a dangerous and evil corporate entity. Their software has never been flawless and it is ludicrous and dangerous to allow one's self to think Autodesk could write a backdoor without it too being buggy and therfore subjecting customers to serious risks.

[Greg Johnson]

I cannot quote specifically at this moment but I understand that Autodesk also have written into their AutoCAD license the ability to usurp as their own, after a period of time, the work of third party developers. In fact most (if not all) of the advances in AutoCAD since its most basic form of pre Release 12 have been the work of in-the-field guys writing lisp. Architectural Desktop started out as KarelMate, an ADS for AutoCAD 11/12 by a Brisbane, Australia based firm KarelCAD.

I have had unpleasant experiences with both Microsoft and Autodesk and made the happy move to Apple but still deliberating over which CAD package. There are a lot of very good ones out there and certainly better and cheaper than AutoCAD. It takes a certain amount of bravery to break away when your own livelihood is partially dependent on a CAD package. I concluded that Microsoft and Autodesk were about as benevolent as the taxman.