The Terms

As distributed in August of 2004, the AutoCad 2005 end user license agreement read:

3.2 Prohibited Actions. Autodesk does not permit any of the following actions and You acknowledge that such actions shall be prohibited:

3.2.1 Use. You may not Install, Access or otherwise copy or use the Software or User Documentation except as expressly authorized by this Agreement.
3.2.2 Reverse Engineering. You may not reverse engineer, decompile, or disassemble the Software.
3.2.3 Transfers. You may not distribute, rent, loan, lease, sell, sublicense, or otherwise transfer all or any portion of the Software or User Documentation, or any rights granted in this Agreement, to any other person without the prior written consent of Autodesk.
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.
3.2.5 Notices. You may not remove, alter, or obscure any proprietary notices, labels, or marks from the Software or User Documentation.
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.
3.2.7 Circumvention. You may not 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, authorization code, serial number, or other copy protection device not supplied by Autodesk directly or through an authorized distributor.
3.2.8 Export. You may not export the Software or User Documentation in violation of this Agreement, U.S. or other applicable export control laws.
3.2.9 Use Outside of Territory. You may not use the Software, including without limitation a Network Version, or User Documentation outside of the country in which you acquired the Software.
3.2.10 Exceptions from Prohibitions. The prohibitions contained in this Section 3.2 shall not apply to actions that are expressly authorized under mandatory law (including, but not limited, to actions authorized under the fair use doctrine in Section 107 of the U.S. Copyright Act and laws implementing EC Directive 91/250 on the legal protection of computer programs) provided that You may not exercise any rights arising under such mandatory laws unless and until You have given thirty (30) days prior written notice to Autodesk to allow Autodesk, at its sole discretion, to provide an alternative remedy, e.g., information necessary to achieve interoperability of an independently created program with the Software.

As distributed and posted on Adobe's website in August of 2004, the comparable sectiion of the Photoshop CS end user license agreement read:

4. Restrictions.
4.1 Notices. You may not copy the Software except as set forth in Section 2 and 14. Any permitted copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.
4.2 No Modifications. Except as permitted in Section 14.7, you may not modify, adapt or translate the Software. You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted under applicable law to decompile only in order to achieve interoperability with the Software.
4.3 No Unbundling. The Software may include various applications, utilities and components, may support multiple platforms and languages and may be provided to you on multiple media or in multiple copies. Nonetheless, the Software is designed and provided to you as a single product to be used as a single product on Computers as permitted by Sections 2 and 14. You are not required to use all component parts of the Software, but you may not unbundle the component parts of the Software for use on different Computers. You may not unbundle or repackage the Software for distribution, transfer or resale. See Section 14 for specific exceptions to this Section.
4.4 No Transfer. YOU MAY NOT RENT, LEASE, SELL, SUBLICENSE, ASSIGN OR TRANSFER YOUR RIGHTS IN THE SOFTWARE, OR AUTHORIZE ANY PORTION OF THE SOFTWARE TO BE COPIED ONTO ANOTHER INDIVIDUAL OR LEGAL ENTITY'S COMPUTER EXCEPT AS MAY BE PERMITTED HEREIN. You may, however, transfer all your rights to use the Software to another individual or legal entity provided that: (a) you also transfer (i) this agreement, (ii) the serial number(s), the Software and all other software or hardware bundled, packaged or pre-installed with the Software, including all copies, upgrades, updates and prior versions, and (iii) all copies of font software converted into other formats to such individual or entity; (b) you retain no upgrades, updates or copies, including backups and copies stored on a computer; and (c) the receiving party accepts the terms and conditions of this agreement and any other terms and conditions under which you purchased a valid license to the Software. NOTWITHSTANDING THE FOREGOING, YOU MAY NOT TRANSFER EDUCATION, PRE-RELEASE, OR NOT FOR RESALE COPIES OF THE SOFTWARE. Prior to a transfer Adobe may require that you and the receiving party confirm in writing your compliance with this agreement, provide Adobe with information about yourselves, and register as end-users of the Software. Allow 4-6 weeks to transfer. Please visit http://www.adobe.com/support/main.html or contact Adobe's Customer Support Department for more information.

Comparison

This is going to get complicated. A number of Autodesk's restrictions -- like the outright prohibitions on transfer and reverse engineering -- are common enough when you look at them by themselves. The most glaring exception is the ban on using the software in a country other than the one in which it was purchased, one of the more outrageous terms I've seen in a EULA from a major software publisher. Most of the other "Prohibited Actions" in the AutoCad EULA are in line with copyright law, so I wouldn't have bothered reproducing them here if it weren't for section 3.2.10.

Take a look again at 3.2.10, "Exceptions from Prohibitions." The U.S. and EU laws it cites are ones that specifically authorize reverse engineering for particular purposes. So Autodesk is claiming that, even when reverse engineering under a clear legal mandate, you still have to ask their permission first. But it's not unprecedented for licenses to say that in regard to reverse engineering. What is unusual about Autodesk's requirement is that it would also appear to apply to all the other "Prohibited Actions" that precede 3.2.10 in the EULA.

The consequences of this both now and in the future are hard to fathom. Just as an example, one of AutoCad's prohibited actions is circumvention of copy protection. Of course, the DMCA already prohibits circumvention of copy protection, so why does Autodesk bother putting this term in the EULA? Well, there are exemptions to the DMCA's anti-circumvention rules, one of which is the right to bypass obsolete copy protection schemes. With the AutoCad EULA's section 3.2.10, if and when Autodesk stops supporting the 2005 version's product activation, you would still theoretically be required to write to the company and wait 30 days before you could exercise your legal right to bypass their obsolete copy protection.

In contrast, the only restriction in the Photoshop that I think goes beyond the parameters of the applicable laws is its limitation on reverse engineering, and at least Adobe acknowledges the right to reverse engineer for interoperability purposes. Adobe also allows transfers if you follow their procedures, which seems fair enough.

My Scoring

I deduct one point from Photoshop's score for saying you can't reverse engineer the product. For AutoCad, I deduct one point for the prohibition on transfer, one point for the prohibition on reverse engineering, and two points for the prohibition on using the product in another country. I also deduct for Section 3.2.10's applicability to the reverse engineering section, one point for its applicability to the circumvention section, and one point for whatever else 3.2.10 might unfairly apply to now or in the future.

Total for Limitations on Use:

Autodesk AutoCad 2005: Minus 7 points
Adobe Photoshop CS: Minus 1 point