For Purchases in the United States of America and Canada
Last Updated 01 October 2015
Your online purchase transaction (“Transaction”) is subject to the terms and conditions set out below which create a contract (the "Agreement") between you and by Autodesk, Inc, a Delaware corporation having its principal place of business at 111 McInnis Parkway, San Rafael, California 94903, USA ("Autodesk") governing that Transaction. Please read these terms and conditions carefully.
By clicking the button or mechanism designed to acknowledge agreement to these terms and conditions in the Autodesk online cart through which you place your Transaction order (the “Online Cart”), you (a) are indicating that you have read these terms and conditions, understand them, and agree to be legally bound to them, on behalf of the company or other legal entity for which you are acting (for example, as an employee) (“Company”) or if there is no Company, on behalf of yourself as an individual; and (B) you represent and warrant that you have the right, power and authority to act on behalf of and bind your Company (if any) or yourself (if there is no such entity).
Whenever you place a Transaction order through the Autodesk Online Cart the version of these terms and conditions in effect on the date you place that order shall govern that Transaction. These terms and conditions may change from time to time, so please review them upon submission of each order, even if you have reviewed them before. We recommend that you print and keep a copy of these terms and conditions (and any other documents referred to in these terms and conditions) for your reference.
1.1 By clicking on the “Buy” button you are placing a Transaction order online to purchase products, services and/or subscriptions from Autodesk subject to these terms and conditions. By clicking on the “Buy” button you are warranting and representing that you are at least 18 years of age.
1.2 By submitting your information to Autodesk in relation to your Transaction order, you consent to such information being processed to fulfill your Transaction order and in accordance with Autodesk’s Privacy Statement. The Autodesk Privacy Statement is incorporated by reference into and is made a part of these terms and conditions, and can be viewed here Privacy Statement.
1.3 A Transaction order submitted by you constitutes an irrevocable offer by you to Autodesk to purchase products and/or services and/or subscriptions subject to these terms and conditions at the price quoted in the Online Cart for those products and/or services and/or subscriptions, and is subject to subsequent acceptance and fulfillment by Autodesk, irrespective of whether the button or link you press or activate to submit your Transaction order to Autodesk includes words such as “Buy” or otherwise indicates that it is the final step in completion of your Transaction order.
1.4 You will receive an order confirmation/receipt from Autodesk once your Transaction order has been accepted and sent to be processed for fulfillment. Please note that any such automatic acknowledgement does not constitute a formal acceptance of your Transaction order. Autodesk may cancel your Transaction order or any renewal (as applicable) at any time and for any reason prior to fulfilling your Transaction order or your renewal (as applicable); if this is the case, we will refund any prior payment that you have made for that/those products, services and/or subscriptions.
1.5 If Autodesk is unable to process payment using the payment method you provided with your Transaction order, or if we have reason to believe that you (i) are ineligible to purchase products or services or subscriptions from Autodesk via the Online Cart either as a result of breach of these terms and conditions or by virtue of applicable law or otherwise, (ii) are otherwise in breach of these terms and conditions, or (iii) have engaged in fraud or criminal activity in connection with your use of any products or services or subscriptions, then, without prejudice to any of our other rights, we may do any or all of the following: (a) stop any products or services or subscriptions being fulfilled to you; (b) stop or suspend ongoing access to products or services or subscriptions; or (c) cancel any automatic renewal plan in which you have elected to participate.
2.1 The price for the products, services and/or subscriptions you order, and any additional charges applicable to your Transaction order, will be quoted to you in the Online Cart applicable to those products, services and/or subscriptions and will also be indicated on your order confirmation/receipt. These are the prices and charges that will be charged to your credit card.
2.2 Autodesk BIM 360 Services. If you purchase Autodesk BIM 360 services, the price quoted to you in the Online Cart for those services may be determined by the Project Value or Represented Aggregate Project Value selected by you immediately prior to placing your Transaction order for those services. In the event that the Project Value or Represented Aggregate Project Value selected by you (“Selected Value”) is lower than the actual Project Value or Represented Aggregate Project Value for which you have purchased the Autodesk BIM 360 services (“Actual Value”), Autodesk reserves the right to (1) invoice you for the difference between the Selected Value price and the Actual Value price, and (2) suspend your access to the BIM 360 services without a refund until such difference in price has been paid.
3.1 All prices quoted and amounts payable by you are exclusive of any tax, levy or similar governmental charge that may be assessed by any jurisdiction, including, without limitation, any federal, state, provincial or local sales, excise, use or goods and services taxes, or the equivalent, whether based on the delivery, possession or use of the products, services or subscriptions, or otherwise ("Taxes") except for net income, net worth or franchise taxes assessed on Autodesk. Any such Taxes to be collected by Autodesk shall be your responsibility, and shall appear as a separate item on your order confirmation/receipt (unless Autodesk receives a valid tax exemption certificate from you prior to processing your Transaction order).
4. Payment Methods.
4.1 Payment methods recognized by Autodesk are listed in the Online Cart. Only payment methods recognized by Autodesk will be accepted by Autodesk. Autodesk does not offer any credit terms. If you elect to use the services of a third party payment or billing provider in connection with your purchase from us, and provided Autodesk accepts payments from such third party provider on your behalf, your use of such services will be subject to the third party provider’s own terms and conditions. You may be required to create an account with such third party provider and/or provide that third party provider with your bank account or credit/debit card details. Autodesk is not responsible for, and you agree to hold us harmless from and against, any liability resulting from the acts or omissions of any third party payment or billing provider.
4.2 Payment shall be made by the payment method selected in your Transaction order. Autodesk will charge credit or debit cards on fulfilling your products and/or services and/or subscriptions to you. Autodesk reserve the right to verify and/or authorize credit or debit card payments prior to acceptance of your Transaction order. Once your Transaction order has been accepted Autodesk will send you an order confirmation/receipt confirming your purchase and the amount that has been charged to you.
6.2 Prices quoted are exclusive of all applicable freight, insurance, and other shipping expenses, as well as any special packing expense, and all duties and similar charges (“Shipping Costs”) that may be assessed on your Transaction. All such Shipping Costs shall be your responsibility, and shall appear as a separate item on your order confirmation/receipt.
6.3 Any physical products purchased by you shall be delivered to you to the address (“Your Address”) provided by you in your Transaction order or listed in your Autodesk Account. Unless otherwise instructed in writing by you, Autodesk shall select and instruct the carrier as to these agreed terms. Autodesk will use reasonable commercial efforts to minimize delivery delays; however, your sole remedy if any scheduled delivery is delayed for more than thirty (30) days will be to cancel this Agreement in writing, without further liability to either party. With respect to shipment of products within the United States, Autodesk shall ship products to fulfill your Transaction CIF (Incoterms 2010) to Your Address. With respect to shipment of products within Canada, Autodesk shall ship products to fulfill your Transaction DDP (Incoterms 2010) to Your Address. Autodesk will not ship any products and/or services and/or subscriptions to an address outside the United States of America or Canada.
7. Auto-Renewal of Services or Subscriptions.
7.1 If you purchase a service or subscription, then by clicking on the “Buy” button and completing your purchase, you expressly request and authorize Autodesk to automatically renew your service or subscription for successive renewal terms each equal in length to the initial term purchased by you, at the purchase price for your initial term (plus any/all applicable taxes and other fees and charges) unless Autodesk notifies you of a price change (see below), using the payment information you provided for your initial purchase, until you cancel in accordance with the Autodesk Subscription Cancellation and Refund Policy.
7.2 For services or subscriptions of particular length initial terms (e.g. annual length terms), Autodesk will send you at least one email to remind you of each upcoming renewal of that service or subscription. Further, in the case of all/any services or subscriptions Autodesk will post a confirmation to your Autodesk Account each time your service or subscription is automatically renewed.
7.3 Autodesk may change the renewal price of your service or subscription as of the next renewal date and we will provide you with prior notice if we do so. You can elect to cancel an automatic renewal for a particular service or subscription at any time and for any reason (including if you do not agree to a price change) by logging on to your Autodesk Account and following the steps to cancel that automatic renewal.
7.4 The Autodesk Online Purchase and Auto-Renewal Terms (including the Autodesk Privacy Statement) contained in this Agreement will apply to each renewal transaction (“Renewal Transaction”).
8 Cancellation and Refund.
8.1 You may cancel your product, service and/or subscription purchase in accordance with the terms of Autodesk Subscription Cancellation and Refund Policy which are incorporated herein by reference.
9 LIMITATION OF LIABILITY.
9.1 THE MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY OF AUTODESK AND ITS AFFILIATES, SUBSIDIARIES AND RELATED COMPANIES, AND THEIR EMPLOYEES, OFFICERS, AND DIRECTORS, FOR ALL COSTS, LOSSES OR DAMAGES FROM CLAIMS ARISING UNDER OR RELATED IN ANY WAY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TO (1) YOUR TRANSACTION VIA THE AUTODESK ONLINE CART AND/OR ANY RELATED BREACH OR NON-PERFORMANCE OF THIS AGREEMENT NO MATTER HOW FUNDAMENTAL, IS LIMITED TO YOUR DIRECT DAMAGES ONLY AND SHALL NOT EXCEED THE TOTAL VALUE OF THAT TRANSACTION; AND (2) ANY SUBSEQUENT RENEWAL TRANSACTION AND/OR ANY RELATED BREACH OR NON-PERFORMANCE OF THIS AGREEMENT NO MATTER HOW FUNDAMENTAL, IS LIMITED TO YOUR DIRECT DAMAGES ONLY AND SHALL NOT EXCEED THE TOTAL VALUE OF THAT RENEWAL TRANSACTION. FURTHER, IN NO EVENT SHALL EITHER YOU OR AUTODESK BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR FOR LOSS OF PROFITS, REVENUES, CONTRACTS, CUSTOMERS, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF REPLACEMENT GOODS OR SERVICES, OR FAILURE TO REALIZE EXPECTED COST SAVINGS EVEN IF ADVISED OF THE POSSIBILITY OF SAME OR SAME WERE REASONABLY FORESEEABLE. YOU ACKNOWLEDGE THAT THE AMOUNTS CHARGED FOR YOUR TRANSACTION VIA THE ONLINE CART OR FOR ANY RENEWAL TRANSACTION FAIRLY REFLECT THIS ALLOCATION OF RISK. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10 Export Controls.
10.1 In conformity with laws and regulations of the United States and other countries relating to international trade, you and your employees (if applicable), agents and third parties shall not disclose, export or re-export, directly or indirectly, any product, service, documentation or technical data (or direct products or services thereof) to any country, entity or other party which is ineligible to receive such items under U.S. laws and regulations as modified from time to time by the U.S. Department of Commerce or the U.S. Department of the Treasury or under other laws or regulations to which you may be subject.
11 Entire Agreement.
11.1 These terms and conditions (and the documents incorporated herein by reference) constitute the entire agreement between you and Autodesk relating to the purchase of the products, services and/or subscriptions via the Online Cart related to this Transaction, and supersede and render of no legal effect all prior agreements, understandings, negotiations and discussions, whether oral or written, and there are no warranties, representations or other agreements between you and Autodesk in connection with the products, services and/or subscriptions purchased via the Online Cart related to this transaction except as specifically set forth in these terms and conditions. Except as expressly set out in this Agreement (or any of the documents incorporated herein by reference), all warranties, terms, conditions and undertakings, express or implied are excluded to the fullest extent permitted by applicable law. You further acknowledge that no additional or different terms or conditions submitted on any purchase order issued by you or otherwise referred to by you, including any preprinted terms, shall be applicable to this transaction or binding on Autodesk unless specifically agreed to in writing by an authorized representative of Autodesk. You acknowledge and agree that i) Autodesk is under no obligation to proceed with or implement any Autodesk business or product plans, product roadmaps and proposed products specifications that Autodesk may have discussed with you, including those discussed pursuant to confidentiality agreements; ii) any statements by Autodesk, including in connection with such plans, are not intended to be a promise or guarantee of future delivery of products, services or features; and iii) you do not rely on, and shall have no remedy in respect of, any promise, assurance, undertaking, representation or statement made (whether innocently or negligently) by any other party or any other person except as expressly set out in this Agreement, in respect of which your sole remedy shall be for breach of contract. Les parties aux présentes confirment leur volonté à ce que cette entente ainsi que tous les documents qui s'y rattachent, y compris les avis, soient rédigés en anglais.
12.1 Autodesk may engage the services of subcontractors or agents to assist Autodesk in the performance of its obligations under these terms and conditions. You may not assign or transfer your rights under these terms and conditions, and any purported assignment or transfer shall be void. No relaxation, forbearance, delay or indulgence by either you or Autodesk in enforcing any of these terms and conditions or the granting of time by either party to the other shall prejudice or restrict such rights and powers. No waiver of any term or condition of these terms and conditions shall be effective unless made in writing by the party making such waiver. If for any reason a court of competent jurisdiction finds any provision or portion of these terms and conditions to be illegal, unenforceable, or invalid under applicable law in a particular jurisdiction in relation to the transaction to which these terms and conditions relate, the remainder of these terms and conditions (to the fullest extent permitted by law) will continue in full force and effect in relation to that transaction. Autodesk shall not be in breach of these terms and conditions in the event that it is unable to perform its obligations as a result of any reason or condition beyond its reasonable control.
13 Governing Law.
13.1 This Agreement shall be governed by and construed under the laws of the State of California, without regard to choice of laws principles. Any litigation between the parties shall be commenced and maintained exclusively in the United States District Court for the Northern District of California in San Francisco or the courts of Marin County, California. The parties expressly submit themselves to the exclusive jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these terms and conditions. If for any reason a court of competent jurisdiction finds any provision of these terms and conditions invalid or unenforceable, that provision of these terms and conditions will be enforced to the maximum extent permissible and the other provisions of these terms and conditions will remain in full force and effect.
Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903, USA