1.1 Use of the Service. Subject to the limitations and conditions set forth in these Terms, You may use the Service to submit, post, reproduce, publish, distribute or otherwise transmit, create, view, and share designs through your web browser. Autodesk reserves the right to require You to create an account in order to access the Service.
1.2 Modifications to Service and/or Terms. Autodesk reserves the right, from time to time in its sole discretion, to (a) modify or release subsequent versions of the Service, (b) require You to register and/or establish an account in order to access the Service, (c) impose license keys or other means of controlling access to the Service, (d) charge a fee for use of the Service or some portion thereof, (e) impose a limit on the number of transactions that You may request through the Service or otherwise limit or suspend your access to the Service, and (f) change, suspend or discontinue the Service at any time. You acknowledge and agree that Autodesk may at any time make feature or functionality updates to the Service.
Autodesk may modify these Terms at any time by posting the revised Terms on the Autodesk web site. You are responsible for regularly reviewing the most current version of these Terms, which is available online on the Autodesk web site associated with the Service. If a modification is unacceptable to You, You must immediately stop using the Service. Your continued use of the Service after any such modification will constitute your acceptance of such modification.
1.3 Sharing the Content. You have the option to share the designs, material, raw data, information, media and content that You submit, post, reproduce, publish, distribute or otherwise transmit to the Service and create using the Service (the "Content").
1.4 Additional Rights. If You are accessing the Service through a separate Autodesk product You have purchased or subscribed to, and for which You have entered into a separate agreement ("Other Agreement"), the Other Agreement may give You different or additional rights than those provided in these Terms. In the event of a conflict between the terms of any Other Agreement and these Terms, the terms of the Other Agreement shall prevail.
2. PROPRIETARY RIGHTS.
2.1 Warranty and License by You.
2.1.1 Content. By creating or making Content available to Autodesk using the Service (whether by publishing the Content to a public forum or otherwise), You understand that Autodesk may need, and You hereby grant Autodesk the right to use, modify, adapt, reproduce, distribute, and display Content solely to the extent necessary to provide the Service.
You represent, warrant and agree that You have the requisite rights to submit, post, reproduce, publish, distribute, and otherwise transmit all Content through the Service and that the Content will include only design information relevant to the Service and will not include any personally identifiable information. Autodesk acknowledges that it does not own the Content. Autodesk also does not control, verify, or endorse the Content that You and others make available on the Service.
You control who may access Your Content. If You share Content in public areas of the Service or in shared areas available to other users You’ve chosen, then You agree that anyone You’ve shared Content with may use that Content. When You give others access to Your Content on the Service, You grant them free, non-exclusive permission to use, reproduce, manipulate, distribute, display, transmit, and communicate the Content based on permissions You have allocated to them within the Service, solely in connection with the Service and other products and services made available by Autodesk. If You do not want others to have those rights, do not use the Service to share Your Content.
2.1.2 Feedback. You acknowledge that certain content or other information or data submitted or provided by You through the Service may include comments or suggestions to Autodesk with respect to the Service or Autodesk products or services (“Feedback”). Notwithstanding anything herein to the contrary, You hereby assign and agree to assign to Autodesk all right, title and interest in and to the Feedback, effective upon submission or provision to Autodesk thereof. You further waive any “moral” rights or other rights with respect to attribution of authorship or integrity of such Feedback that You may have under any applicable law and under any legal theory.
2.2 Autodesk Proprietary Rights. You acknowledge and agree that Autodesk and its licensors own all right, title, and interest (including, without limitation, patents, copyrights, trademarks, trade secrets, and all other intellectual property rights) in and to the Service, and that except as expressly set forth in these Terms, you shall not acquire any right, title, or interest in or to the Service. You further acknowledge and agree that You will not take any action to jeopardize, encumber, limit, or interfere in any manner with Autodesk’s or its licensors’ ownership and rights with respect thereto.
2.3 Digital Millennium Copyright Act. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Autodesk's Copyright Agent by email at CopyrightAgent@autodesk.com. For directions and more information about how to submit a claimed copyright notification, click the following link: Copyright Information. INQUIRIES FAILING TO FOLLOW THIS PROCEDURE WILL NOT RECEIVE A RESPONSE.
3. RESTRICTIONS ON USE OF SERVICE.
3.1 Responsibility for Content. You acknowledge and agree that You are solely responsible for all Content You create or submit using the Service and for Your conduct while using the Service. Autodesk shall have no responsibility or liability for the deletion of or failure to store any Content, and Autodesk reserves the right to delete inactive Content or purge Content from time to time. You will not create or submit through the Service any Content that: (a) is false or misleading; (b) is defamatory or invades another's privacy; (c) promotes bigotry, racism, hatred or harm against any group or individual; (d) is obscene; (e) violates, misappropriates or infringes another’s rights, including but not limited to intellectual property rights; (f) contains software viruses, harmful materials, or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, including, but not limited to, the Services; (g) violates any laws or regulations, including without limitation, export control laws and regulations; or (h) encourages, promotes or provides instructional information about illegal activities, including, but not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating "crush" sites.
3.2 Compliance with Laws. You agree that you will use the Service for lawful purposes only, and that you will not use the Service in connection with the transmission, sale or promotion of any products or services that violate any laws or regulations applicable to You or Autodesk.
3.3 Export Control. You acknowledge and agree that Your use of the Service is subject to compliance with United States and other applicable country export control and trade sanctions laws, rules and regulations, including, without limitations the regulations promulgated by the U.S. Department of Commerce and the U.S. Department of the Treasury ("Export Control Laws"). You represent and warrant that (i) You are not a citizen of, or located within, a nation that is subject to U.S. trade sanctions or other significant trade restrictions (including, without limitation, Cuba, Iran, Sudan, Syria and North Korea), (ii) You are not identified on any U.S. government restricted party lists (including, without limitation, the U.S. Treasury Department's List of Specially Designated Nationals and Other Blocked Persons, the U.S. Department of Commerce’s Denied Party List, Entity List and Unverified List and the U.S. Department of State proliferation-related lists), and (iii) that no Content created or submitted by You is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. You agree that You will not use the Service to disclose, transfer, download, export or re-export, directly or indirectly, any Content to any country, entity or other party which is ineligible to receive such items under the Export Control Laws or under other laws or regulations to which You may be subject. You shall be solely responsible for (i) complying with the Export Control Laws and (ii) monitoring any modifications to them.
3.4 License Restrictions. You may not (and will not have any right to and will not permit any third party to: (a) distribute, rent, loan, lease, sell, sublicense, or otherwise transfer all or any portion of the Service, or any rights granted in this Agreement, to any other person or legal entity; (b) remove, alter, or obscure any copyright, trademark, confidentiality or other proprietary notices, labels, or marks from or on the Service; (c) modify, translate, adapt, arrange, or create derivative works based on the Service, or any sample data sets, models or other sample content provided by Autodesk for any purpose; (d) decompile, disassemble or otherwise reverse engineer the Service, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Service; (e) access or use the Service for or in connection with providing services to third parties or to process data or other information on behalf of or otherwise for the benefit of any third party; or (f) provide Content that consists of design or output generated from the Service that is specific to You, to any third party for use by that third party other than for the benefit of You. You will not access or use the Service other than as set forth in this Agreement, and any access or use other than in accordance with the terms and conditions of this Agreement is unauthorized. Except as otherwise explicitly permitted by Autodesk, the Service is authorized for use only within the country from which You access the Service, unless You access the Service in a member country of the European Union or the European Free Trade Association, in which case the Service is licensed for in all the countries of the European Union and the European Free Trade Association.
3.5 Exceptions from Restrictions. The restrictions contained in Section 3.4 will apply to the extent that applicable law (including laws implementing EC Directive 91/250 on the legal protection of computer programs) allows such restrictions to be enforced. You will bear the burden of proof in demonstrating that applicable law does not allow enforcement of any such restriction.
3.6 Acceptable Use. You agree you will not: (a) interfere with or disrupt the Service, or servers or networks connected to the website through which the Service is provided; (b) use the Service as storage for remote loading or as a door or signpost to another home page, whether inside or beyond the site through which the Services are provided; (c) use any automated means, including without limitation, agents, robots, spiders or other applications, to access the Service; (d) use the Service to perform stress or performance testing on the Service; (e) take any action that Autodesk determines imposes an unreasonably or disproportionately large burden on Autodesk’s infrastructure, including the Service; (f) use the Service to impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity; (g) use the Service to harass or disparage any person or entity, including, but not limited to, Autodesk; or (h) use the Service to collect or store personal data about any person or entity, including other users of the Service.
3.7 Autodesk’s Right to Remove. If Autodesk is made aware of Content or conduct that is, or that Autodesk believes in good faith may be, (i) libelous, obscene, excessively violent or defamatory, (ii) a violation of any law, regulation, or rights of a third party, including, but not limited to, rights under the copyright law and prohibitions on libel, slander, and invasion of privacy, or (iii) a violation of Autodesk’s Acceptable Use Policy, Autodesk has the right, but not the obligation, to immediately remove or disable access to that Content and/or terminate Your access the Service without notice. You acknowledge and agree that Autodesk also may delete the Content and data from the Service (and all backups thereof), without further notice upon any termination or expiration of these Terms, and that Autodesk is not liable for any loss or damage which may be incurred by You or any third parties as a result of such deletion.
4. RESPONSIBILITY FOR CONTENT; RULES OF CONDUCT
4.1 Responsibility for Content. You acknowledge and agree that as between Autodesk and You, You are solely responsible for all Content that You create, upload, or submit, including without limitation any comments, information, questions, data, plans, feedback, ideas, descriptions of processes, or other information submitted, posted, reproduced, published, distributed, or otherwise transmitted by You through the Service. You acknowledge and agree that: (a) You will evaluate and bear all risks associated with the use of any Content, including any reliance by You or other users on the accuracy, completeness, or usefulness of the Content; and (b) under no circumstances will Autodesk be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damages or any kind incurred as a result of Your use, deletion, modification, or correction of any Content. You are encouraged to maintain copies on Your own computer or local network of any Content stored by You in connection with the Service and agree that Autodesk will have no responsibility or liability with respect to any loss or damage which reasonably could have been prevented by Your maintenance of such copies. Upon termination of your rights to use or access the Service, Autodesk shall have the right to immediately delete, without notice, any Content.
4.3.3 Service Providers; No Special Personal Content. You acknowledge that Autodesk may use third-party service providers in connection with the Services, including without limitation the use of cloud computing service providers which may transmit, maintain and store Your data using third-party computers and equipment in locations around the globe. You acknowledge that any data storage functionality associated with the Services is not intended for Your storage of Social Security numbers, credit or debit card numbers, financial account numbers, driver’s license numbers, medical information, health insurance information, sensitive data about personal characteristics such as race, religion, or sexual orientation, or other Personal Content that may pose a risk of harm to the individual if improperly disclosed (collectively, “Special Personal Content”). You agree not to upload or store any Special Personal Content in connection with the Service and further agree that Autodesk will have no responsibility or liability with respect to any such Special Personal Content that is created, transmitted, disclosed, or stored in connection with the Service.
4.3.4 Updates to Personal Content; Copies, Disclaimer. You represent and warrant that any information that You provide in connection with use of the Service is and shall remain true, accurate, and complete, and that You will maintain and update such information regularly. You agree that if any information that You provide is or becomes false, inaccurate, obsolete or incomplete, Autodesk may terminate Your use of the Service.
4.4 Communications Network, Etc. You will be solely responsible for arranging and paying Your cost of access to the equipment, services and other resources required for You to access and use the Service, including, without limitation, Internet service provider fees, telecommunications fees, and the costs of any equipment and third-party software used by You to access or use the Service.
5. INDEMNITY. You shall, at your sole expense and to the fullest extent permitted by law, indemnify, defend, and hold harmless Autodesk, its affiliates, agents and suppliers, and each of their respective directors, officers, and employees (collectively, the "Indemnitees") against any and all losses, liabilities, expenses (including reasonable attorneys’ fees) suffered or incurred by an Indemnitee by reason of any claim, suit or proceeding (a "Claim") arising out of or in connection with: (1) an assertion that the Content, or the use thereof, may infringe any copyright, trademark, or other intellectual property rights of any individual or entity, or are a misappropriation of any individual or entity’s trade secret, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials; (2) any breach of or failure by You to comply with these Terms; or (3) Your use of the Service, including the information, content, services, and/or products provided therein. You will not agree to any settlement of any Claim without the prior written consent of Autodesk, and Autodesk shall have the right to participate, at its own expense, in the defense of any Claim with counsel of its own choosing. The foregoing indemnities shall survive expiration or termination of these Terms.
6. WARRANTY DISCLAIMER.
YOU ACKNOWLEDGE AND AGREE THAT:
6.1 THE SERVICE AND ALL ASSOCIATED RESULTS ARE PROVIDED BY AUTODESK ON AN "AS-IS" AND "AS-AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND. AUTODESK EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SERVICE AND ALL ASSOCIATED RESULTS, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YOUR USE OF THE SERVICE AND ALL ASSOCIATED RESULTS IS AT YOUR OWN RISK;
6.2 AUTODESK MAKES NO WARRANTY THAT (i) THE SERVICE OR THE RESULTS THEREOF WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE SERVICE WILL BE CORRECTED;
6.3 ANY INFORMATION OR MATERIAL OBTAINED THROUGH THE SERVICE IS TO BE USED AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY RESULTING DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA;
6.4 DUE TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE SERVICE, IT HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE USED. AUTODESK SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE RESULTS OBTAINED THROUGH THE USE OF THE SERVICE. YOU ARE RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT AND CONTROL OF THE SERVICE. THIS RESPONSIBILITY INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE SERVICE AND THE SELECTION OF THE SERVICE AND OTHER PROGRAMS TO ACHIEVE INTENDED YOUR RESULTS. YOU ARE ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY AND ACCURACY OF ANY PROGRAM OUTPUT, INCLUDING ALL ITEMS VIEWED USING THE SERVICE; AND
6.5 YOUR SOLE AND EXCLUSIVE REMEDY IF YOU ARE DISSATISFIED WITH THE SERVICE OR THE RESULTS IS TO CEASE USING THE SERVICE.
7. LIMITATION ON LIABILITY.
TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL AUTODESK OR ITS SUPPLIERS HAVE ANY LIABILITY FOR ANY LOSS OR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THE RESULTS THEREOF, INCLUDING DIRECT, INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, REVENUE, OR DATA, BUSINESS INTERRUPTION, OR COST OF COVER. THE LIMITATIONS OF LIABILITY IN THIS SECTION 7 SHALL APPLY TO ALL DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EVEN IF AUTODESK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE.
8. RELEASE AND WAIVER.
To the maximum extent permitted by applicable law, You hereby release and waive all claims against Autodesk and the Indemnitees from any and all liability for claims, damages (direct and consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising out of or in any way connected with use of the Service. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE § 1542, WHICH STATES "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Residents of other states and nations similarly waive their rights under applicable and/or analogous laws, statutes, or regulations.
The parties agree that releases, waivers, warranty disclaimers, limitations of liability and indemnities provided herein are a fundamental basis of the bargain between You and Autodesk, and are a material part of the consideration received by Autodesk for the provision of the Service under this Agreement, and Autodesk would not have entered into this Agreement in the absence of such releases, waivers, warranty disclaimers, limitations of liability and indemnities.
10.1 Governing Law and Jurisdiction. These Terms shall be governed and construed in accordance with the laws of the State of California without regard to conflicts of law provisions. You hereby submit to and waive any objection against the exclusive personal jurisdiction of the United States District Court for the Northern District of California, San Francisco, and the Superior Court of the State of California, County of Marin in respect of all claims, suits and proceedings arising out of or related to the Services or these Terms.
10.2 Severability. If for any reason a court of competent jurisdiction finds any provision of these Terms, or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.
10.3 Notices to Autodesk. Notices to Autodesk pursuant to these Terms shall be sufficient only if in writing and transmitted via personal delivery or delivered by a major commercial rapid delivery courier service or by certified or registered mail, return receipt requested, to: Autodesk, Inc., Attention: Legal Department, 111 McInnis Parkway, San Rafael, California 94903.
10.4 Independent Contractor. The parties' relationship to each other under these Terms is strictly that of independent contractors. Nothing in these Terms shall in any way constitute or be construed as evidence of intent to establish any association, partnership, joint venture or other relationship.
10.5 Costs. Each party will be responsible for covering their respective costs and expenses in performing their duties under this Agreement, unless expressly provided otherwise in this Agreement.
10.6 Headings. The section headings used in this Agreement are for convenience only and will not be given any substantive effect.
10.7 Language. The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations. If You acquired the license for the Service in Canada, You agree to the following: The parties hereto confirm that it is their wish that this Agreement, as well as other documents relating hereto, including Notices, have been and will be written in the English language only. Les parties ci-dessus confirment leur désir que cet accord ainsi que tous les documents, y compris tous avis qui s’y rattachent, soient rédigés en langue anglaise.
10.8 U.S.-Based Website. The Service is controlled and operated by Autodesk from the United States, and, except as expressly set forth herein, is not intended to subject Autodesk to the laws or jurisdiction of any state, country or territory other than that of the United States. Autodesk does not represent or warrant that the Service or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Service, You do so on Your own initiative and at Your own risk, and are responsible for complying with all local laws, rules and regulations. You are also subject to U.S. export controls and are responsible for any violations of such controls, including any U.S. embargoes or other federal rules and regulations restricting exports. Autodesk may limit the Service’s availability, in whole or in part, to any person, geographic area or jurisdiction Autodesk chooses, at any time and in Autodesk’s sole discretion.
10.9 Entire Agreement; Waiver. These Terms contain the entire agreement between you and Autodesk with respect to the Service and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Autodesk with respect to the Service. A party may only waive its rights under these Terms, by a written document executed by both parties. Any failure to enforce any provision of these Terms shall not constitute a waiver thereof or of any other provision hereof. You may not assign or delegate this Agreement or any of its rights or obligations hereunder. Any unauthorized assignment will be null and void.
YOU SHOULD PRINT AND KEEP A COPY OF THIS AGREEMENT FOR YOUR RECORDS.
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