Last Updated: June 15, 2015
SECTION 1: INTRODUCTION
Welcome! Thank you for joining the SPARK community!
a. . Terms. These terms govern your use of SPARK, including all products and services provided on or through SPARK, and form a binding contract between you and Autodesk (“we,” “us” and “our”) (the “Terms”). Please read these Terms carefully. ”You” and “you” mean the person or entity that is authorized to access and use SPARK pursuant to these Developer Terms. If you intend to use SPARK on behalf of a business, then all references to you are also references to such a business. These Terms cover your use of SPARK. If you use any of other Autodesk products and services, different terms and conditions will apply. For example, if you would like to download and use a copy of Print Studio, you will have to agree to the Print Studio license agreement.
b. Minimum Age Requirement. You must be at least 13 to use SPARK (“Age Minimum”). If you are under the legal age of consent in the jurisdiction where you reside (18 in most places) you must have your parent or legal guardian (i) agree to these Terms on your behalf, and (ii) supervise your access to and use of SPARK. If you don’t meet the foregoing requirements, you are not authorized to use SPARK, and you should not create a user account on SPARK or otherwise access SPARK.
c. Becoming an authorized SPARK developer. If you would like to become an authorized SPARK developer and build your own applications that connect to SPARK via that Autodesk SPARK APIs, you must agree to these Terms, and also to the Developer Terms and Conditions (“Developer Terms”), which are available at https://spark.autodesk.com/developer/terms . You are not permitted to develop any software that leverages the Autodesk SPARK APIs unless you first agree to the Developer Terms and Conditions and become an authorized SPARK developer.
SECTION 2: CREATING A USER ACCOUNT
You need to become a registered SPARK user to use certain SPARK features. For example, you need to register as a SPARK user if you want to be able to save content to your account and share such content with other SPARK users. You may not register a user name that impersonates another person or violates anyone’s rights. You may create only one user account. Your user account is for your use only, and you are solely responsible for maintaining its confidentiality and security. We are not liable to you or anyone else for any loss or damages that you or anyone else may suffer because you didn’t keep your user account secure or confidential. We reserve the right to terminate or suspend your SPARK user account (if applicable) without notice or liability to you in the event we determine that doing so is in the best interest of Autodesk or SPARK.
SECTION 3: CONTENT
a. Our Use of Your Content. We will respect and honor the visibility settings that you specify with regard to Your Content; Your Content belongs to you or your licensor(s), if any, and we claim no ownership rights in it. However, by becoming a SPARK registered user, you give us your permission to use it on SPARK. For instance, we may need to modify Your Content’s appearance in order to conform it to SPARK’s layout, and we may need to distribute Your Content to third parties in order to provide you with services in connection with Your Content (for instance, printing your 3D models). We also will need to display Your Content in order to make it visible to other SPARK users (provided that you permit us to do so in your visibility settings). So that we may provide these and other features to you, by registering on SPARK or by doing any of the following from, through, to or on SPARK: uploading, providing, making available, submitting, transmitting, sending, displaying, creating, modifying, creating, sharing , you and your licensors hereby give us and our affiliates the worldwide, perpetual, royalty-free, and non-exclusive right and license (“Rights”) to store, reproduce, distribute, translate, adapt, modify, display, and perform (publicly or otherwise) all or part of Your Content solely in connection with SPARK and related business activities (such as, without limitation, promoting SPARK). Your Content includes, without limitation, (1) any output generated by SPARK that is based solely on Your Content, and (2) your user name. Your Content does not include Our Materials. If you’re not the sole owner of Your Content, you must obtain (and you warrant that you have obtained) all rights and consents necessary for you to transmit Your Content to SPARK, even if it’s only for your personal use, and you and your licensors grant us and our designees all of the Rights.
b. Others’ Use of Your Content. If you are the owner of Your Content or if you have the requisite sublicensing rights to Your Content, you may permit other SPARK users to see and use Your Content and, to the extent you designate a specific license type for the use of Your Content, then you also grant rights under that license. Please note that you are solely responsible for Your Content, and we are not responsible to you or to anyone else if a third party misuses Your Content or infringes your or anyone else’s intellectual property rights in Your Content.
c. Ratings, Comments, Feedback. We’re always looking to improve SPARK, and we are grateful for any and all feedback that users provide regarding SPARK. So that we may utilize any feedback, ratings, comments, suggestions, requests, and/or recommendations you provide relating to SPARK or relating to any content on SPARK (collectively, “Feedback”), you give us royalty-free, worldwide, irrevocable, perpetual rights to use, publish, edit, translate, utilize, distribute, display, and adapt Feedback, and to use and display the name that you use when you provide Feedback. If you do not wish to give us the foregoing rights, please do provide any Feedback.
d. Storage of Your Content. If you become a registered SPARK user, you will be able to store Your Content on SPARK. SPARK is not intended to be used as a storage service, so please be sure to keep local copies of any content you submit to SPARK, too. We have the right to remove any content or block access to it for any reason, including Your Content (whether or not it’s publicly viewable), with no liability to you. We’ll make commercially reasonable efforts to safeguard and back up Your Content, but we will not be liable to you or anyone else in case Your Content is deleted or otherwise inaccessible, or in case Your Content is impacted by a security breach or data loss.
e. Our “Be Nice” Policy. You are solely responsible for any interactions you have with other SPARK users, and for all consequences of such interactions. We do ask that you respect other SPARK users and our “Be Nice” policy. While using SPARK, you must not transmit or generate any content, whether for viewing or for fabrication, that:
• is threatening, degrading, unlawful, unsafe, harmful, abusive, harassing, stalking, hateful, defamatory, libelous, fraudulent, offensive, inappropriate, obscene, pornographic, vulgar or otherwise objectionable;
• violates any Applicable Law, or could give rise to legal liability;
• violates, misappropriates or infringes any right(s) of ours or of any other person, firm or entity (including, without limitation, contractual and fiduciary rights, copyrights, trademarks, patent rights, trade secret rights, rights of privacy and/or publicity);
• interferes with, destroys or disrupts SPARK or any hardware or software through which SPARK is made available (including via a virus, worm, malware, spyware, Trojan horse or other similar code, file, or program);
• contains any unauthorized or unsolicited ideas or submissions, offers, advertising, promotional materials, surveys, “junk” or bulk mail, “spam,” chain letter,” “pyramid schemes,” investment opportunity, petitions, or other forms of solicitation;
• impersonates any person, firm or entity, including any of our employees, partners, licensors, licensees or suppliers;
• is misleading or false, or falsely implies an endorsement by us, our affiliates, employees, partners, licensors, licensees or suppliers;
• presents a significant risk to public safety or promotes the dangerous or unlawful use of ammunition, explosives, firearms, weapons or other similar materials;
• involves or helps promote unlawful gambling, sports betting, horse or greyhound racing, or any other similar activity;
• violates any code of conduct or other guidelines applicable to any other area of SPARK;
• includes forged headers or data or creates accounts through unauthorized means (such as an automated bot, script, device spider, scraper or crawler); or
• manipulates identifiers or other data in order to disguise the origin of any Content or to manipulate or disguise your presence on SPARK; and/or
• causes death or bodily injury or damage to any person, firm or entity or to the real or tangible property of any third party.
Without limitation and for the sake of clarity, you may not use SPARK to generate, reproduce, display or perform content that violates any of the foregoing restrictions even if such content is for your personal use only and you do not share such content with anyone else.
f. Third Party Content. SPARK makes available content from a variety of third party sources, including other SPARK users. You may not use such content unless you have been licensed to do so by the applicable third party. Although such content is available on SPARK, the person or entity that makes such content available on SPARK is solely responsibility for it.
SECTION 4: SPARK FEATURES and OUR MATERIALS
a. Feature Availability. SPARK offers a wide range of features, and we are regularly improving the functionality that we offer on SPARK. We may add features to SPARK or remove features from SPARK without notice and without liability to you. We reserve the right to limit or suspend the availability or rights licensed to you of any feature or set of features, as well as the right to modify or discontinue any feature or set of features, without notice or liability to you.
b. Third Party Services. In some instances, SPARK provides access to third party services that are not under our control. Your use of such third party services and/or the products they offer may be subject to separate terms or conditions, in which case (i) we are not responsible for such third party services, or for any content or products such third party services make available to you, and (ii) your use of such third party services is at your own risk.
c. Contests and Promotions. Any sweepstakes, contests, and promotions made available on SPARK will be subject to separate terms and conditions (in each instance, “Promotion Terms”). To the extent that an instance of Promotion Terms conflicts with these Terms, such an instance of Promotion Terms will control, but solely in connection with the respective sweepstake, contest, or promotion, and solely for the duration of the applicable sweepstake, contest, or promotion.
d. Fabrication of Physical Materials. Please note you are solely responsible for determining the suitability of any products, services, materials and processes made available to you on or through SPARK. Without limitation, (a) our disclaimers under these Terms and under any and all policies extend to any and all products or services or any materials used for any outputs or for the fabrication of physical materials, whether or not created through or by using SPARK, or any processes and/or products (including from third parties) made available on or through SPARK; (b) products, services or materials used in the manufacture of any physical materials through SPARK or any products, services or service providers operating through SPARK may be suitable only for decorative purposes, may not be suitable for use by persons under the age of 13 (e.g., may not be suitable as children’s toys or products), and may not be suitable for the handling of consummables such as food or drink. Such unsuitable products and materials should not be used for consummables or toys, be given to children, or come in contact with electricity, food, or liquids, and should be kept away from heat.
e. Our Materials. As between you and us, we and our licensors own all right, title, and interest (including, without limitation, patents, copyrights, trademarks, trade secrets, and all other intellectual property rights) in and to SPARK, the API Information, any technical requirements and end-user documentation for SPARK made available to you by us (the “Documentation”), and any of Our Materials. You agree not take any action to jeopardize, encumber, limit, or interfere in any manner with our or our licensors’ ownership and rights in or to Our Materialls. These Terms do not grant to you any right to use the trademarks, trade names, or logos of Autodesk or of any third party. You have only the rights to use SPARK as are expressly granted to you pursuant to these Terms and/or terms you and we enter into (such as the Developer Terms) and no other rights are granted or conveyed, or will be deemed to be granted conveyed, whether by implication, estoppel, or otherwise. Your access is to a service. No license to our Software is granted by these Terms. For the terms and conditions applicable to the license of any Software, please refer to the relevant software license agreement, end user license agreement or license and services agreement attached or linked to such Software (“License Agreement”). If no license is linked or otherwise indicated in connection with any of our downloadable applications, the following License and Services Agreement applies thereto: 2015 Platform & Design Suites License and Services Agreement (including Autodesk Android Mobile Apps) (Platform and Design Suites LSA) located at: http://www.autodesk.com/company/legal-notices-trademarks/software-license-agreements#1
f. Our 3D Models. Subject to the restrictions contained in any entitlements page for SPARK, if one of our 3D models denoted with the “Autodesk Free Content License” we grant you a non-exclusive, worldwide, license to reproduce, post, promote, license, publicly perform, publicly display, digitally perform or distribute or create derivative works using such of such 3D Models, for commercial or non-commercial purposes only and subject to these Terms. All other rights or sub-divisions of rights generally included in copyright are excluded from this license and remain, as between you and us, our sole property. You must at all times retain all copyright, trademark and other proprietary notices on all of Our Materials used by you. Expressly prohibited from the Autodesk Free Content License is any use by which our 3D Models are extracted, reverse engineered, decompiled, separated or disassociated from the Software or from outputs of the Software and/or are used or distributed as stand-alone products.
g. Our Materials Other than 3D Models: Your use of Our Materials in the form of Software, 2D files, 3D files or other software that is owned, licensed, uploaded and available by us for download by or through SPARK is limited to the object code of the Software and such use is governed by the terms of the License Agreement applicable to the Software, and by using or accessing such Software you agree to the terms of the License Agreement. You may not sell, lease, lend, convey, transmit, modify, adapt, translate, decompile, reverse engineer, disassemble, separate, disassociate or attempt to derive source code from any Software provided by us through SPARK.
h. General Restrictions. You agree not to do (or permit anyone else to) any of the following when using SPARK:
• distribute, rent, loan, lease, sell, sublicense, or otherwise transfer or offer SPARK;
• remove or alter, any copyright, trademark, confidentiality or other proprietary notices, designations, or marks;
• decompile, disassemble or reverse engineer, or determine any source code, algorithms, methods, or techniques of SPARK;
• interfere with, damage, or disrupt the operation or any security-related features of SPARK, gain unauthorized access, or restrict or inhibit use by others;
• use any robot, spider, or other system, device or mechanism to access SPARK likely to disrupt or disable or destroy SPARK or any Content;
• collect or store personal information about any person or entity in violation of these Terms;
• advertise, promote or solicit any goods or services for any commercial purpose except as expressly authorized by us or expressly permitted by these Terms;
• use SPARK, any feature thereof or any content in a way that could or does violate any law or the rights (including without limitation, the copyright, trademark, patent, trade secret other intellectual property, proprietary or other rights) of any person, firm or entity or expose us, any users or any of Our Parties to legal liability; or
• pose a security risk to SPARK or to any SPARK user (including you).
SECTION 5: PRIVACY
a. Privacy Statement. By using SPARK, you consent to our Privacy Statement , which is available at www.autodesk.com/privacy (the “Privacy Statement”) which is hereby incorporated by reference in its entirety. You acknowledge and agree that you are responsible for obtaining all necessary consents, and for complying with all Applicable Laws (including privacy and data protection laws), related to any and all information you transmit to SPARK.
b. Sensitive Personal Information. You acknowledge that SPARK is not intended for transmitting, storing, or sharing sensitive personal information (such as Social Security numbers, credit card or debit card numbers, financial account numbers, driver’s license numbers, medical information, health insurance information, sensitive data about personal characteristics, or other personal data that may pose a risk of harm if improperly disclosed). You agree not to transmit any such sensitive personal information to or through SPARK, and you agree that we have no responsibility or liability to you or anyone else in the event you do transmit such sensitive personal information to or through SPARK.
c. Third Parties. In order to provide some of the features available on SPARK, we may have to share your data with third parties, which we will do solely pursuant to our Privacy Statement. Please note that third party social networking platforms have their own privacy policies, and your use of those services to connect to SPARK, your use of them is subject to those privacy policies, not our Privacy Statement.
d. Monitoring. Subject to the terms of our Privacy Statement, we have the right to monitor all use of SPARK and all content on SPARK, including Your Content, to ensure that all such content complies with these Terms and all our policies.
SECTION 6: OWNERSHIP AND RIGHTS IN SPARK
a. Ownership. As between you and us, we and our licensors (if any) own all rights, title, and interest in and to Our Materials. You agree not take any action to jeopardize, encumber, limit, or interfere in any manner with our or our licensors’ ownership of, and rights in, Our Materials.
b. Reserved Rights. We reserve all rights that are not expressly granted to you by these Terms. For instance, we do not grant to you any right to use our trademarks, trade names, or logos, or to our software.
SECTION 7: TERM AND TERMINATION
a. Term and Termination. These Terms take effect as soon as you first access SPARK, and will remain in effect until (1) our termination of all of the rights granted to you under these Terms, which we may do in our discretion at any time; (2) our discontinuation of SPARK; or (3) the date you cease to use SPARK, whichever of the three occurs first. As soon as these Terms are terminated, you must cease accessing and using SPARK, and any content provided to you by Autodesk. For the avoidance of doubt, if we terminate all your rights under these Terms, you may not access SPARK directly or indirectly, and you may not create a new SPARK account using a different identity.
b. Effect of Termination. Upon the termination of these Terms, we have the right to immediately deactivate your account, suspend your and anyone else’s access to Your Content, and remove your user account and/or Your Content, as we see fit, including all backups thereof, without liability to you. Notwithstanding anything to the contrary, no expiration or termination of these Terms will terminate or affect any licenses or sublicenses granted by you in accordance with these Terms, including, without limitation, licenses or sublicenses granted to other SPARK users , and Your Content that has been shared with other SPARK users will remain on SPARK for their use pursuant to such license or sublicense.
b. Survival. Sections 2 through 12 of these Terms will survive the termination of these Terms.
SECTION 8: DISCLAIMER
SPARK, AND ALL PRODUCTS AND SERVICES ACCESSED OR USED ON OR THROUGH SPARK, ARE PROVIDED ENTIRELY “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUTODESK AND ITS SUPPLIERS DO NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT. AUTODESK AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE YOUR CONTENT AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH THE USE OF SPARK. YOU ARE SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ALL YOUR CONTENT. NEITHER AUTODESK NOR ITS SUPPLIERS WARRANT THAT THE OPERATION OF SPARK WILL BE UNINTERRUPTED OR ERROR-FREE. AUTODESK DOES NOT WARRANT THAT ANY USE OF OR ACCESS TO SPARK OR YOUR CONTENT WILL BE ERROR-FREE, COMPLETE, SECURE, OR THAT YOUR CONTENT WILL NOT BE OTHERWISE LOST OR DAMAGED, OR THAT IT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; THAT OPERATION OR AVAILABILITY OF SPARK OR YOUR DATA WILL BE UNINTERRUPTED; OR THAT ERRORS OR FAILURES WILL BE CORRECTED OR REMEDIED. AUTODESK DOES NOT WARRANT THAT SPARK OR YOUR CONTENT WILL PERFORM IN ANY PARTICULAR MANNER.
WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR (AND OUR PARTIES ASSUME NO RESPONSIBILITY AND WILL HAVE NO LIABILITY OF ANY KIND FOR) (1) THE DECISIONS THAT YOU MAY MAKE REGARDING SPARK; (2) USE OF SPARK OR CONTENT OF SPARK (OR ANY REPRESENTATIONS, ADAPTATIONS, FABRICATIONS, OR TRANSLATIONS OF SUCH CONTENT, INCLUDING YOUR CONTENT), DATA, INFORMATION, OR OTHER MATERIAL ACCESSED BY YOU OR CREATED BY YOU ON SPARK, OR ANY LOSS OF DATA; OR (3) ANY LOSS, DAMAGE OR OTHER EFFECTS ON YOU THAT MAY RESULT FROM USE OF SPARK OR ANY CONTENT (OR ANY REPRESENTATIONS, ADAPTATIONS, 3D PRINTS, OR TRANSLATIONS OF SUCH CONTENT, INCLUDING YOUR CONTENT) OR FROM YOUR OR ANYONE ELSE’S FAILURE TO COMPLY WITH THESE TERMS. OUR PARTIES MAKE NO WARRANTIES TO ANY THIRD PARTY. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT SPARK, OR ANY PART(S) THEREOF, OR ANY CONTENT (OR ANY REPRESENTATIONS, ADAPTATIONS, FABRICATIONS, OR TRANSLATIONS OF SUCH CONTENT, INCLUDING YOUR CONTENT) IS/ARE ACCURATE OR COMPLETE OR IS/ARE APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION. IN CHOOSING TO ACCESS OR USE SPARK AND ANY CONTENT, YOU DO SO AT YOUR OWN RISK, AND YOU ARE RESPONSIBLE FOR COMPLYING WITH ALL LOCAL LAWS, RULES AND REGULATIONS, INCLUDING LOCAL RULES REGARDING ONLINE CONDUCT AND ACCEPTABLE CONTENT AND FABRICATION OF SUCH CONTENT (INCLUDING YOUR CONTENT). THIS SECTION WILL BE ENFORCEABLE TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. NO INFORMATION OR ADVICE (WHETHER WRITTEN, ORAL OR OTHERWISE) PROVIDED BY OUR PARTIES OR THEIR REPRESENTATIVES WILL CREATE ANY WARRANTY OR IN ANY WAY AFFECT THE DISCLAIMERS OF WARRANTY OR LIMITATIONS OF LIABILITY EXPRESSLY PROVIDED IN THESE TERMS.
SPARK IS NOT A SUBSTITUTE FOR YOUR OWN JUDGMENT OR INDEPENDENT PROFESSIONAL TESTING, DESIGN, ESTIMATION OR ANALYSIS, AS APPLICABLE. DUE TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR SPARK, SPARK AND ITS VARIOUS FEATURES HAVE NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH THEY MAY BE USED AND MAY NOT ACHIEVE THE RESULTS YOU DESIRE. OUR PARTIES WILL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY RESULTS OR OUTPUT OBTAINED OR VIEWED THROUGH SPARK OR FOR ANY MATERIALS DEVELOPED USING SPARK (OR ITS SERVICE PROVIDERS), WHETHER IN WHOLE OR IN PART, AND INCLUDING ANY CONTENT OR FABRICATIONS. YOU ARE SOLELY RESPONSIBLE FOR ACCESSING AND USING SPARK, WHICH INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR SPARK AND THE SELECTION OF SPARK FEATURES, CONTENT AND THIRD PARTY SERVICES TO ACHIEVE YOUR INTENDED RESULTS. YOU ARE ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY, ACCURACY AND COMPLETENESS OF RESULTS, OUTPUT, AND MATERIALS USED AND/OR DEVELOPED BY YOU IN CONNECTION WITH SPARK, INCLUDING ALL ITEMS VIEWED, DESIGNED AND/OR CREATED USING SPARK, INCLUDING ANY CONTENT (WHETHER YOURS OR A THIRD PARTY’S). THERE ARE NO SERVICE LEVEL AGREEMENTS MADE IN CONNECTION WITH SPARK.
SECTION 9: WARRANTIES
By accessing or using SPARK, you represent and warrant either that you are at least the legal age of consent in the jurisdiction where you reside, or that if you are 13 or above but under the age of majority in your jurisdiction, your parent or legal guardian has agreed to these Terms on your behalf, and that such parent or legal guardian will supervise your access to and use of SPARK. You also warrant, represent and agree that: (1) you have the requisite rights to submit, develop and use Your Content in connection with SPARK; (2) Your Content does not violate any of these Terms (including the “Be Nice” Policy; (3) Your Content is not subject to any restriction on disclosure, transfer, transmission, download, export, or re-export under any Applicable Law; (4) any information you provide in connection with your registration for and use of SPARK is and will remain true, accurate, and complete, and you will maintain and update such information regularly .
SECTION 10: INDEMNITY
You will, at your sole expense and to the fullest extent permitted by Applicable Law, indemnify, defend (at our request), and hold harmless us and our affiliates, agents, licensors, and suppliers and each of their respective officers, directors and employees (individually and collectively, “Our Parties”) against any and all losses, costs, liabilities, expenses (including reasonable attorneys’ fees) suffered or incurred by Our Parties by reason of any third party claim, suit or proceeding ("Claim") arising out of or in relation to any or all of the following: (1) Your use of SPARK, Your Content and/or authorized use of Your Content, including, without limitation, any assertion that Your Content or the use thereof may infringe a third party’s rights or violates these Terms (including, without limitation, our “Be Nice” policy); or (2) use of SPARK by you (or anyone who accesses SPARK through you or your user account. If we request that you defend a Claim, You will not agree to any settlement without our prior written consent, and we will have the right to participate, at our own expense, in the defense of any Claim, with counsel of our own choosing.
SECTION 11: LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, (1) IN NO EVENT WILL OUR PARTIES BE LIABLE HEREUNDER FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR ANY OTHER DAMAGES OF LIKE KIND WHATSOEVER (HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR OTHER COVER, OR ANY OTHER SIMILAR COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, NOR WILL ANY OF THE FOREGOING PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM A FORCE MAJEURE OR AN ACT OF A THIRD PARTY OR OF NO FAULT ON ITS BEHALF; AND (2) THE TOTAL CUMULATIVE COLLECTIVE LIABILITY OF OUR PARTIES FOR ALL COSTS, LOSSES OR DAMAGES FROM ALL CLAIMS, ACTIONS OR SUITS HOWEVER CAUSED OR ARISING FROM OR IN RELATION TO SPARK WILL NOT EXCEED $5.
SECTION 12: MISCELLANEOUS
a. Governing Law and Forum. If you do not have a pre-existing contractual relationship with Autodesk that governs disputes related to your use of SPARK, you agree to the non-exclusive jurisdiction of an appropriate state court in San Francisco, California, or an appropriate federal court located in San Francisco, California for any action or proceeding arising out of or related to these Terms; and except to the extent expressly provided in the following paragraph, any disputes arising under or in connection with these Terms (including any of our policies referred to herein) and/or SPARK shall be governed by and construed in accordance with the laws of the State of California in the United States without regard to applicable conflict of law provisions. Specifically excluded from application to these Terms is that law known as the United Nations Convention on the International Sale of Goods.
If (i) you do not have an pre-existing contractual relationship with Autodesk; (ii) you are not a U.S. citizen; (iii) you do not reside in the United States; (iv) you are not accessing this Site from the United States; (v) the dispute between you and us is unrelated to your access to or use of the U.S. version of SPARK and (vi) you are the citizen of a European Union country who is using SPARK for purposes other than for your trade, business or profession, you hereby agree that any disputes arising under or in connection with these Terms (including any of our policies referred to herein) and/or SPARK shall be governed by and construed in accordance with the laws of England and Wales, without regarding to applicable conflict of law provisions. Nothing herein shall be deemed to constitute consent by Autodesk to the jurisdiction of any court or other forum of any country for the purpose of resolving any dispute hereunder (other than an appropriate state court in San Francisco County, California, or an appropriate federal court located in San Francisco, California).
b. Export Control. You acknowledge and agree that your use of SPARK, including the transmission of Content and Your Content, is subject to compliance with United States and other applicable country export control and trade sanctions laws, rules and regulations, including, without limitation, the regulations promulgated by the U.S. Department of Commerce and the U.S. Department of the Treasury ("Export Control Laws"). You will be solely responsible for complying with the Export Control Laws and monitoring any modifications to them. You represent and warrant that (1) 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); (2) 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’s proliferation-related lists); (3) you will not, unless otherwise authorized under the Export Control Laws, use SPARK in any restricted manner, including, without limitation, design, analysis, simulation, estimation, testing, or other activities related to nuclear, chemical/biological weapons, rocket systems or unmanned air vehicles applications; and (4) that no part of Your Content 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 SPARK to disclose, transfer, download, export, or re-export, directly or indirectly, Your Content or any other content or material 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.
c. What to do about claims of copyright infringement. 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. please note that inquiries failing to follow this procedure will not receive a response.
d. Filtering. Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on the two web sites GetNetWise (http://kids.getnetwise.org/) and OnGuard Online (http://onguardonline.gov/). Please note that we do not endorse any of the products or services listed at such site.
e. General. The parties' relationship to each other under these Terms is strictly that of independent contractors and nothing in these Terms will in any way constitute or be construed as evidence of intent to establish any association, partnership, joint venture or other relationship. If for any reason a court of competent jurisdiction finds any provision of these Terms, or any portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remainder of these Terms will continue in full force and effect. The section headings used in these Terms are for convenience only and will not be given any substantive effect. The English language version of these Terms is legally binding in case of any inconsistencies between the English version and any translations. If You access SPARK in Canada, You agree to the following: The parties hereto confirm that it is their wish that these Terms, 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. Except as expressly provided herein, 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 will not constitute a waiver thereof or of any other provision hereof. You may not assign or delegate these Terms or any of your rights or obligations hereunder. Any unauthorized assignment will be null and void. You acknowledge and agree that we may assign or sub-contract any of our rights or obligations under these Terms.
• Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding SPARK, please contact us by writing to CopyrightAgent@autodesk.com, or by calling us at 415-507-5000 (Attn: Copyright Agent). California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
• To terminate your account or for questions or comments, please contact us by e-mail at http://spark.autodesk.com/contact.
g. Changes to these Terms. We may also make changes or updates to these Terms at any time and for any reason in our sole discretion, including complying with Applicable Law. If we make any material changes to these Terms, we’ll provide notice to you in any way we deem reasonable including, for example, by posting a notice of the change on our web site(s) or in-service, or by sending a notice to your email address if you’ve given it to us. If you don’t agree with any material changes or updates we make to these Terms, you must notify us of that fact by sending an email to us at email@example.com within thirty (30) days of the effective date of the change (“Change Date”). Notifying us in this way will terminate the updated terms and conditions as to your use of SPARK and the terms and conditions that apply to you will be the terms and conditions in effect immediately before the change (unless the change made was made to comply with Applicable Law) and those terms and conditions will be in effect for thirty (30) days after the Change Date (the “End Date”). The End Date will be the end of the term of your right to use SPARK, and your right to use SPARK will terminate on the End Date. Unless you notify us within 30 days as set forth above, your continued use of SPARK after the Change Date will be deemed an acceptance of these changes and a renewal and extension of the Terms in effect on the Change Date. Notwithstanding the foregoing, any changes to these Terms will not apply to any dispute between you and us arising prior to the date on which we posted the revised version of these Terms incorporating such changes or otherwise notified you of such changes.
h. Entire Agreement. These Terms contain the entire agreement between you and us with respect to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to SPARK (if any). In the event of any conflict or inconsistency between any of the terms and conditions of these Terms and any third party software license agreement for software that connects to SPARK, the terms and conditions of these Terms will control with regard to Your Content and use of SPARK. In the event of a conflict between these Terms and the Privacy Statement, the Privacy Statement will control, but solely to the extent that it expressly overrides these Terms.
SECTION 13: DEFINITIONS
“Applicable Law(s)” means any and all applicable law(s), rule(s), statute(s), treaty(ies), directive(s), or regulation(s).
“SPARK Platform” or “SPARK” means Autodesk’s authoring and sharing online platform, available at spark.autodesk.com.
“Autodesk,” “we,” “us,” and “our” mean(s) Autodesk, Inc., a Delaware corporation, located at 111 McInnis Parkway, San Rafael, CA 94903.
“Our Materials” means any and all of the following: (i) SPARK, (ii) application, or other tools or Software provided by us (not other SPARK users) and used in connection with, or generated by, SPARK; (iii) SPARK technical specifications, (iv) License Agreements for our Software and other end user documentation for SPARK and/or our Software, (v) content (excluding Your Content) that, individually and collectively, we make available or collect as part of SPARK and all content (other than Your Content). Examples of Our Materials include 3D models owned by us and made available to you via SPARK.
”Software” means applications, libraries, scripts, data, text files, and all other code and computer instructions (irrespective of form) and related technologies and technical documentation.
“Your Content” means any and all content that you upload, provide, make available, submit, transmit, send, display, modify, create, and/or stored, distributed, or shared from, through, to, or on SPARK (as well as any translations of such content), but expressly excluded from Your Content are any of Our Materials.