The Autodesk Web Services API Beta service is a collection of web services and SaaS application APIs that allows you to develop cloud-based applications, integrate your applications with Autodesk SaaS applications or build applications that integrate with Autodesk SaaS applications. The Autodesk Web Services API Beta service is being offered as a beta service for the duration of the beta or free introductory period. Autodesk may, in the future, at its sole discretion, choose to offer a commercial version of the Service, subject to the payment of fees and commercial terms, but is under no obligation to do so. Capitalized terms used in these Terms are defined in Section 19 (Definitions) or elsewhere in these Terms.
1. Accepting the Terms.
1.1 Clicking to Accept or Using the Autodesk Web Services API Beta. In order to use the Autodesk Web Services API Beta, you must agree to the Terms. By clicking the “I Agree” button (or other button or mechanism designed to acknowledge agreement), or by using the Service, you are: (a) indicating that you have read these Terms, understand them, and agree to be legally bound by them, on behalf of your Company or if there is no Company, then 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). A contract is then formed between Autodesk and either you personally, if you access the Service for yourself, or your Company.
If you or your Company do not agree to all of these terms or you do not have the right, power and authority to legally bind your Company or yourself, then (i) do not click “I Agree” but instead click “I Reject” (or other button or mechanism designed to reject these terms) and (ii) you are not permitted to access or use the Service; however, any unauthorized use or access by you or your Company still constitutes agreement and consent to these Terms
1.2 Your eligibility to accept and responsibility for complying with the Terms. You may not use the Service and may not accept the Terms if you are a person barred from using the Service under the laws of the United States. You will be responsible for compliance with the Terms by your Authorized Users, if any, and any other persons who may have access to the Service through you (whether or not such access is authorized by you or by Autodesk).
2. Your relationship with us.
2.1 Your use of the Service is subject to the Terms. Unless otherwise agreed in writing with Autodesk, your use of the Service is subject to these Terms and these Terms will include the following: (a) the terms and conditions set forth in these “Terms of Service”; (b) Autodesk’s Copyright Information and Trademarks terms (which are incorporated into these Terms by reference); and (c) Autodesk’s Privacy Statement (which is incorporated into these Terms by reference and which may be amended from time to time). Before you use the Service, you should read each of the documents comprising the Terms, and print or save a local copy for your records. Whenever a URL or hyperlink is used in these Terms, it also refers to any successor or supplemental website that Autodesk may designate from time to time.
2.2 Other legal terms may also apply. If you use the Service in conjunction with any other Autodesk Services, your agreement with Autodesk will also include the Additional Terms If Additional Terms apply, they will be accessible to you either within or through your use of the applicable Autodesk Services. If there is any contradiction between the Additional Terms and the Terms, then the Terms will take precedence only as they relate to the Service, and not to any other Autodesk Services.
2.3 The Terms may change. Autodesk reserves the right to make changes to the Terms from time to time. When changes are made, Autodesk will endeavor to notify you via email to your registered email address. Notwithstanding the foregoing, modifications to the Privacy Statement will be handled as described in the Privacy Statement. If a modification has a material adverse effect on you and you do not agree to the modification, you must immediately stop using the Service and these Terms will terminate; if you continue to use the Service, any continued use or access by you or your Company will constitute agreement and consent to the modified Terms. If and when Autodesk releases a commercial version of the Service, Autodesk will notify you via email to your registered email address (or other notification mechanism) and you will be required to accept new terms of service before you can use the commercial version.
3. Privacy Protection.
3.1 The Autodesk Privacy Statement applies to your use of the Service. You understand and agree that by using the Service, you consent to the collection, use, processing, and storage of your Personal Information as described in the then-current Privacy Statement, including cross-border transfers as described in the Privacy Statement.
3.2 Compliance with privacy laws is important and you are responsible for certain permissions. You acknowledge and agree that you are responsible for compliance with all applicable privacy and data protection laws related to Personal Information provided to Autodesk in connection with use of the Service by You or Your Authorized Users, including any applicable requirements related to notice, consent, transfer (including cross-border transfer), disclosure, and use of Personal Information in connection with the Service, including as described in the Privacy Statement. Without limiting the foregoing, you will ensure that you have obtained consents, to the extent necessary, to provide Personal Information to be transferred to, collected, stored, used and otherwise processed by Autodesk and its service providers, and that any individual who accesses or uses the Service has been made aware of the Privacy Statement.
3.3 Service Providers; No Sensitive Personal Information. You acknowledge that Autodesk may use third-party service providers in connection with the Service, including without limitation the use of cloud computing service providers which may transmit, maintain and store Your Content and data using third-party computers and equipment in locations around the globe. You acknowledge that any data storage functionality associated with the Service is not intended for the storage of Sensitive Personal Information. You agree not to upload or otherwise submit any Sensitive Personal Information in connection with the Service and further agree that Autodesk Parties will have no responsibility or liability with respect to any such Sensitive Personal Information that is processed, transmitted, disclosed, or stored in connection with the Service.
4. Autodesk’s provision of the Service to you and your Authorized Users.
4.1 Autodesk will provide the Service to you and Your Authorized Users. Subject to the Terms, Autodesk will provide access to the Service during the Term to you and your Authorized Users
4.2 Autodesk may limit or change the Service. You acknowledge and agree that Autodesk may impose or adjust the limit on the number of transactions you may send or receive through the Service; such fixed upper limits may be set by Autodesk at any time, at Autodesk’s discretion. Autodesk reserves the right to set other usage policies in the Acceptable Use Policy Documentation from time to time. Also, Autodesk: (a) is under no obligation to create a commercial version of the Service; (b) can limit the availability of the Service to any geographical area(s) and/or any language(s); and (c) can make backwards incompatible changes to the Service.
4.3 Autodesk can monitor and enforce the Terms. Autodesk has the sole right (but not the obligation) and discretion to monitor your usage of the Service to verify compliance with the Terms. Autodesk can take enforcement action against you if Autodesk determines in its sole judgment that you and/or your Authorized Users and/or your Application violate the Terms. Enforcement action can include: (a) disabling or restricting your and your Application’s access to the Service or other Autodesk Services; (b) terminating some or all of our agreements with you; or (c) any other action as Autodesk in its sole discretion deems appropriate.
4.4 Autodesk subsidiaries and affiliates. Autodesk has subsidiaries and affiliated legal entities around the world. Sometimes, these companies will be providing the Service to you on behalf of Autodesk itself. You acknowledge and agree that these Autodesk subsidiaries and affiliates will be entitled to provide the Service to you.
5. Setting up your Autodesk account and keeping it secure. Autodesk reserves the right to require you to create an account to use the Service. You agree that you will not share any user ID or passwords or keys, allow anyone else outside of your Company access to your account, or do anything else that might jeopardize the security of your account. You agree that any information you give to Autodesk in connection with your Autodesk account or your continued use of the Service will always be accurate, correct, and up to date. For certain versions or features of the Service, Autodesk may require you to obtain and use alphanumeric or cryptographic keys that are uniquely associated with your Autodesk account and your Application. You must obtain and use such keys in accordance with the Terms and the Acceptable Use Policy Documentation. You agree that you will be solely responsible to Autodesk for your, your Authorized Users’, and any other persons’ who may have access to the Service through your (whether or not such access is authorized by you or by Autodesk) use of the Service, the Content, and the Autodesk Services (if any). If you become aware of any unauthorized use of your password, your account, or your keys, you agree to notify Autodesk immediately.
6. Proprietary materials are involved in Autodesk’s delivery and your use of the Service.
6.1 Autodesk’s rights in the Service and related materials. 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, API Information, development materials, Autodesk API documentation, Autodesk Brand Features, sample data sets, sample models or other Content and any information, data or materials provided or used in connection with, or generated by, the Service (excluding Your Content as defined below).
6.2 Rules for using the Service. You acknowledge and agree that any API Information (unless otherwise specified by Autodesk in Additional Terms associated with such API Information or any related development materials): (a) is confidential and proprietary to Autodesk; (b) may not be distributed, disclosed or otherwise provided to third parties; and (c) may be used only internally and only in conjunction with and for your own authorized internal use of the Service to which the API Information relates, such as the development and support of your Application.
6.3 Your proprietary rights. Subject to Autodesk’s and its licensors’ ownership of the Service and the Content and all other elements described in Section 6.1 (Autodesk’s rights in the Service and related materials), as between you and Autodesk, you own or have the appropriate rights to Your Content and your Application. Autodesk claims no ownership over Your Content or your Application, and you retain copyright and any other rights you already hold in Your Content. You, and not Autodesk, are responsible for Your Content and other materials that you and/or your Authorized Users upload, post, email or otherwise transmit in using the Service and your Application. You acknowledge and agree that: (a) you have the requisite rights to submit, develop and use your Content and your Application in connection with the Service; (b) Your Content and your Application do not infringe or misappropriate any intellectual property or proprietary right of any third party or violation any applicable laws, rules or regulations; and (c) Your Content and Your Application are not subject to any restrictions on disclosure, transfer, download, export or re-export under any applicable law, rule or regulation.
7. Permitted uses of the Service. The Service is provided to you solely to develop an Application that increases the productivity of your End Users using your Application and the Content. You agree to use the Service only for purposes: (a) that are permitted by the Terms; (b) that are permitted by any applicable third party contract, law, or regulation in the relevant jurisdictions; and, (c) that comply with all applicable policies or guidelines, if any, made available by Autodesk.
8. Licenses granted from Autodesk to you. Subject to and conditioned on your compliance with these Terms, Autodesk grants you the following licenses and access and use rights:
8.1 Licenses to use the Service, the Content and Autodesk Brand Features. Autodesk gives you a limited, non-transferable, non-assignable, non-sublicensable, revocable and non-exclusive license during the Term to: (a) use and access the Service solely for the purpose of developing, testing, integrating, operating and supporting your Application in the manner permitted by the Terms; (b) access, use, publicly perform and publicly display within your Application the portions of the Content placed by Autodesk within the Service, in unmodified form; (c) reproduce and modify or make a derivative work of certain designated sample code for the purposes of developing the Application that interfaces with the Content; (d) distribute such sample code to your End Users solely as embedded in and constituting an integrated part of your Application for the purposes of complementing and enhancing the Content, unless otherwise specifically prohibited by the licenses for certain software development tools, utilities and kits; and (e) use Autodesk’s Brand Features solely for your marketing or promotional materials for your Application in the manner permitted by the Terms and in compliance with Autodesk’s current branding guidelines.
8.2 Rules for using Autodesk Brand Features.
(a) Attribution requirements in using Autodesk Brand Features. Your use of the Autodesk Brand Features in any promotion or advertising, if any, shall be in accordance with Autodesk’s guidelines for such usage as set forth and updated from time to time on Autodesk’s Legal Notices and Trademarks page or as otherwise communicated to you in writing by Autodesk. All representations of the Autodesk Brand Features that you intend to use shall be exact copies of those provided by Autodesk. If any of the Autodesk Brand Features are to be used in conjunction with another trademark on or in relation to the Application, then the Autodesk Brand Features will be presented equally legibly and equally prominently, but nevertheless separated from the other so that each appears to be distinct from the other trademark. Where any Autodesk proprietary rights notices (including copyright and trademark notices or Autodesk Brand Features) are not affixed within the Service, you agree to display such notices according to the Service documentation. Autodesk may revoke your right to use such Autodesk Brand Features if they do not comply with the requirements of this Section 8.2(a). Effective upon the termination or expiration of the Terms, you will cease all usage of the Autodesk Brand Features.
(b) Restrictions in using Autodesk Brand Features. In using Autodesk Brand Features, you will not: (i) display an Autodesk Brand Feature in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Autodesk, other than your use of the Service, or that can be reasonably interpreted to suggest editorial content has been authored by, or represents the view or opinions of Autodesk or Autodesk personnel; (ii) display an Autodesk Brand Feature in your Application or on your website if your Application or website contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under 21 years of age; (iii) display an Autodesk Brand Feature as the most prominent element in your Application or on any page of your website; (iv) display an Autodesk Brand Feature in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to Autodesk (or as to Autodesk’s products and/or services); (v) display an Autodesk Brand Feature in your Application or on any website that violates any law or regulation; (vi) remove, distort or alter any element of an Autodesk Brand Feature.
(c) No further rights; no challenges. Except as set forth in this Section 8.2 (Rules for using Autodesk Brand Features), nothing in the Terms will grant or will be deemed to grant you any right, title or interest in or to Autodesk Brand Features. All use by you of the Autodesk Brand Features will inure to the benefit of Autodesk. To the maximum extent permitted by applicable law, at any time during or after the Term you will not: (i) challenge, contest or oppose, nor assist others to challenge, contest or oppose Autodesk’s ownership of the Autodesk Brand Features or their registration Autodesk; (ii) attempt to register any Autodesk Brand Features (including domain names) that are confusingly similar to those of Autodesk in any way (including but not limited to sound, appearance and spelling); or (iii) misappropriate the Autodesk Brand Features for your or any third party’s use.
(d) Review of your marketing materials. If requested by Autodesk, you will promptly provide copies of all marketing and promotional materials that use the Autodesk Brand Features for Autodesk’s review. If Autodesk, in its sole discretion, determines that your use of the Autodesk Brand Features is not in compliance with these Terms, you will promptly change or stop using the materials as directed by Autodesk.
9. You must meet certain requirements to exercise your rights and use your Autodesk licenses. Autodesk’s grant of rights and licenses to you are subject to your compliance with the following requirements:
9.1 Additional value. Your Application must add significant value to the Service, and not merely be an offering of any part of the Service or Content in an API to others, nor a reimplementation or duplication of the Content. Furthermore, your Application must be used in connection with Autodesk Brand Features.
9.2 Free, public accessibility. The Service is a beta or free introductory version. Any API released as a beta API is expressly for non-commercial use. As such, your Application, to the extent it includes any beta API, must be generally accessible to users as a beta application for non-commercial use, without charge and must not require a fee-based subscription or other fee-based restricted access. This rule applies to Your Content and any other content in your Application. During a free introductory period, in addition to APIs labelled “Beta,” Autodesk may release APIs that are non-Beta. Any such APIs made available during a free introductory period and not labelled as “Beta” may be used for commercial purposes solely for the duration of the free introductory period. Upon the introduction of a commercial version of the Service, any such non-Beta APIs may be incorporated into the then-current commercial version of the Service, and will be subject to new commercial terms of service, including, without limitation, applicable fees and rates. If and when Autodesk releases a commercial version of the Service, Autodesk will notify you via email to your registered email address (or other notification mechanism) and you will be required to accept new terms of service before you can use the commercial version.
(a) enter into a legally binding agreement with your End Users for your Application that explicitly states that, by using your Application, your End Users are: (i) agreeing to be bound by (1) Autodesk’s Cloud Services Beta Terms of Service and (2) Autodesk’s Privacy Statement; and (ii) solely responsible for any data that the End User inputs in its use of your Application. Your agreement will display to your End Users the link to Autodesk’s Cloud Services Beta Terms of Service (located at http://usa.autodesk.com/adsk/servlet/item?siteID=123112&id=21614956) and Autodesk’s Privacy Statement (located at http://usa.autodesk.com/privacy/ and as such Privacy Statement may be modified from time to time);
(b) explicitly state in your Application’s agreement that: (i) to the maximum extent permitted by law, Autodesk provides the Autodesk Services and Content “as is” with all faults, and disclaims all warranties and conditions, either express, implied or statutory including but not limited to any implied warranties or conditions of merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses or results, lack of negligence, title, quiet enjoyment, quiet possession, correspondence to description or non-infringement, with regard to the Autodesk Services and Content; (ii) the entire risk as to the quality of or arising out of use or performance of the Content and the Autodesk Services remains with you, as creator of the Application, and the End User as user of your Application; (iii) your End Users retain copyright and any other rights they already hold in the content and data they use in relation to your Application, and that they are responsible for the content, data, and other materials that they upload, post, email or otherwise transmit in using your Application; (iv) Autodesk does not warrant that the operation of the Autodesk Services or Content will be uninterrupted or error free. Further, your agreement must explicitly state that: (1) by submitting, posting or displaying their content and/or data through your Application, your End Users give Autodesk an irrevocable, worldwide, royalty-free and non-exclusive license during the Term to reproduce, adapt, modify, translate, publicly perform, publicly display and distribute their content and/or data through the Service for the sole purpose of enabling Autodesk to provide you with the Service in accordance with the Terms and (2) your End Users grant to Autodesk a worldwide, royalty-free, non-transferable, and non-exclusive license during the Term to use their brand features and their content to publicize or advertise that you are using the Service (for example, by using their marks in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to their website), or by creating marketing or advertising materials that show screenshots of the Service in which their content is featured).
(c) protect the privacy and legal rights of your End Users:
9.4 Reporting certain usage metrics to Autodesk. The Service collects usage metrics regarding you and your Application. If Autodesk requires additional reporting mechanisms, Autodesk will notify you as such per Section 2.3 (The Terms may change).
10. There are restrictions on how you may exercise your rights and use your Autodesk licenses. Except as expressly permitted under the Terms, or unless you have received prior written authorization from Autodesk (or from the provider of particular Content), Autodesk’s grants of rights and licenses to you are also subject to your adherence to all of the restrictions below.
Except as explicitly permitted in the Terms and in addition to the requirements in the Autodesk Acceptable Use Policy Documentation, you must not (nor permit anyone else to): (a) license, sublicense, sell, resell, transfer, assign, rent, loan, lease, distribute or otherwise commercially exploit or make available or otherwise transfer to any third party the Service or any other rights granted in these Terms in any way, or use the Service as a service bureau; (b) copy, modify, translate, adapt, arrange, make derivative works of or publicly display the Service or any Content or any part thereof except as expressly permitted herein; (c) reverse engineer or access the Service for the purpose of (i) building a competitive product or service, (ii) building a product using similar ideas, features, functions or graphics of the Service or the Content, or (iii) copying any ideas, features, functions or graphics of the Service or the Content; (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) take any action that Autodesk determines imposes an unreasonably or disproportionately large burden on Autodesk's (or its designated third parties') infrastructure, including the Service; and (f) attempt to (i) remove, defeat or circumvent any license manager technology or copy protection device provided with the Service or (ii) bypass or delete any functionality or technical limitations of the Service that prevent or inhibit the unauthorized copying or use of the Service.
11. How the Agreement and the Service can be terminated. The Terms will become effective on Effective Date and the Term will extend from the Effective Date until these Terms are terminated or expire as described in this Section.
(a) Autodesk can terminate the Terms and/or discontinue the Service or any portion or feature for any reason and at any time without liability or other obligation to you.
(b) You may terminate the Terms by removing the Autodesk Web Services API code from your Application and discontinuing your use of the Service at any time. You do not need to specifically inform Autodesk when you stop using the Service.
(c) Unless terminated earlier as permitted by the Terms, these Terms will automatically terminate one (1) year from the Effective Date.
(d) When these Terms terminate, you and your Authorized Users must immediately cease using the Service. Those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 6 (Proprietary materials are involved in Autodesk’s delivery and your use of the Service); 12.3 (Feedback); 13 (Exclusion of Warranties); 14 (Confidential Information); 15 (Limitation of Liability; Release and Waiver; Basis of the Bargain); 16 (Indemnities); 18 (General Legal Terms) and 19 (Definitions).
12. Licenses that you grant to Autodesk.
12.1 Content license. By submitting, posting or displaying Your Content in the Service, you give Autodesk a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license during the Term to reproduce, adapt, modify, translate, publicly perform, publicly display and distribute Your Content through the Service for the sole purpose of enabling Autodesk to provide you with the Service in accordance with the Terms.
12.2 Marketing license. You grant to Autodesk a worldwide, royalty-free, non-transferable, and non-exclusive license during the Term to use your Brand Features and Your Content to publicize or advertise that you are using the Service (for example, by using your marks in presentations, marketing materials, customer lists, financial reports and web site listings (including links to your website), or by creating marketing or advertising materials that show screenshots of the Service in which Your Content is featured).
12.3 Feedback. You grant to Autodesk a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate any suggestions, feedback, improvement requests or other recommendations you and/or your Authorized Users and/or your End Users provide, relating to the Service.
12.4 Your authority to grant licenses. You represent and warrant to Autodesk that you have all the rights, power and authority necessary to grant the above licenses.
13. EXCLUSION OF WARRANTIES. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." AUTODESK PARTIES MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. YOUR USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK. AUTODESK PARTIES DO NOT WARRANT THAT ANY USE OF OR ACCESS TO THE SERVICE WILL BE ERROR-FREE, COMPLETE, SECURE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS; THAT OPERATION OR AVAILABILITY WILL BE UNINTERRUPTED; OR THAT ERRORS OR FAILURES WILL BE CORRECTED OR REMEDIED; AND AUTODESK PARTIES HEREBY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION THEREWITH. AUTODESK PARTIES DO NOT WARRANT THAT THE SERVICE WILL PERFORM IN ANY PARTICULAR MANNER AND HEREBY DISCLAIM LIABILITY FOR NEGLIGENCE AND GROSS NEGLIGENCE. WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR (AND AUTODESK PARTIES ASSUME NO RESPONSIBILITY AND WILL HAVE NO LIABILITY OF ANY KIND FOR) (A) THE DECISIONS THAT YOU MAY MAKE REGARDING THE SERVICE, (B) USE OF THE SERVICE INCLUDING ANY CONTENT, DATA, INFORMATION, OR OTHER MATERIAL ACCESSED BY YOU IN CONNECTION WITH THE SERVICE, OR (C) ANY EFFECTS ON YOUR BUSINESS THAT MAY RESULT FROM SUCH USE. AUTODESK PARTIES MAKE NO WARRANTIES TO ANY THIRD PARTY. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE IN CONNECTION WITH THE SERVICE INCLUDING ANY CONTENT, DATA, INFORMATION, OR OTHER MATERIAL ACCESSED BY YOU IN CONNECTION WITH THE SERVICE, INCLUDING, WITHOUT LIMITATION, TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. AUTODESK PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE IS OR WILL BE APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION AND YOU ACKNOWLEDGE AND AGREE THAT AUTODESK MAY LIMIT THE SERVICE’S AVAILABILITY, IN WHOLE OR IN PART, TO ANY GEOGRAPHIC AREA, JURISDICTION OR LANGUAGE THAT AUTODESK CHOOSES, AT ANY TIME, IN AUTODESK'S SOLE DISCRETION. YOU EXPRESSLY ACKNOWLEDGE THAT (I) THE SERVICE HAS NOT BEEN FULLY TESTED AND MAY CONTAIN DEFECTS OR DEFICIENCIES WHICH MAY NOT BE CORRECTED BY AUTODESK, AND (II) THE SERVICE MAY UNDERGO SIGNIFICANT CHANGES PRIOR TO RELEASE OF A COMMERCIAL VERSION, WHICH VERSION MAY NOT CONTAIN CERTAIN FEATURES OR FUNCTIONALITY THAT ARE CONTAINED IN THE SERVICE. NOTWITHSTANDING THE FOREGOING, AUTODESK SHALL HAVE NO OBLIGATION TO MAKE AVAILABLE ANY COMMERCIAL VERSION OF THE SERVICE BASED ON THE SERVICE OR CONFIDENTIAL INFORMATION PROVIDED HEREUNDER OR SUBJECT TO ANY PRE-DISCLOSED FEE SCHEDULE OR BUSINESS MODEL. THIS SECTION WILL BE ENFORCEABLE TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. NO INFORMATION OR ADVICE (WHETHER WRITTEN, ORAL OR OTHERWISE) PROVIDED BY AUTODESK PARTIES OR THEIR REPRESENTATIVES WILL CREATE ANY WARRANTY OR IN ANY WAY AFFECT THE DISCLAIMERS OF WARRANTIES OR LIMITATIONS OF LIABILITY EXPRESSLY PROVIDED IN THE TERMS.
14. Confidential Information.
14.1 There are limitations on the disclosure and use of Confidential Information. All Confidential Information remains the property of Autodesk. You shall exercise the same degree of care employed by you to prevent the unauthorized disclosure of your own confidential information, but in no event employing less than reasonable care. Confidential Information disclosed under the Terms shall only be used by you in the furtherance of the Terms or the performance of your obligations under the Terms. You will not disclose the Terms to any third party without the prior written consent of Autodesk, except pursuant to a valid and enforceable order of a court or government agency.
14.2 Some exceptions apply. Confidential Information does not include information which: (a) is rightfully received by you from a third party without restriction; (b) is known to or developed by you independently without use of the Confidential Information; (c) is or becomes generally known to the public by other than a breach of duty hereunder by you; or (d) has been approved in advance for release by written authorization of Autodesk.
14.3 No limitation on Autodesk’s business. Autodesk reserves the right to develop and market any technology, products or services or pursue business opportunities that compete with or are similar to your products under these Terms.
15. LIMITATION OF LIABILITY; Release and Waiver; Basis of the Bargain.
15.1 Limitation of Liability. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY: (A) IN NO EVENT WILL AUTODESK PARTIES BE LIABLE HEREUNDER FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR ANY OTHER DAMAGES 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 COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, NOR WILL ANY OF THE AUTODESK PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM A FORCE MAJEURE EVENT OR AN ACT OF A THIRD PARTY OR THROUGH NO FAULT ON THEIR RESPECTIVE BEHALVES; AND (B) THE TOTAL CUMULATIVE COLLECTIVE LIABILITY OF AUTODESK PARTIES FOR ALL COSTS, LOSSES OR DAMAGES FROM ALL CLAIMS, ACTIONS OR SUITS HOWEVER CAUSED OR ARISING FROM OR IN RELATION TO YOUR USE OF THE SERVICE SHALL NOT EXCEED THE LESSER OF ALL AMOUNTS PAID BY YOU FOR THE SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM OR ONE HUNDRED DOLLARS ($100). You agree that you are solely responsible for (and that Autodesk has no responsibility to you or to any third party for) any breach of your and/or your Authorized Users’ and/or your End Users’ obligations under the Agreement and for the consequences of any such breach (including any loss or damage that Autodesk may suffer).
15.2 Release and Waiver. To the maximum extent permitted by applicable law, you hereby release and waive all claims against Autodesk Parties 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 your 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.
15.3 Basis of the Bargain. The parties agree that the releases, waivers, warranty disclaimers, limitations of liability and indemnities in the Terms 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 the Terms, and Autodesk would not have entered into the Terms and provided the Service in the absence of such releases, waivers, warranty disclaimers, limitations of liability and indemnities.
16. Indemnities. You shall, at your sole expense and to the fullest extent permitted by law, indemnify, defend (at Autodesk's request), and hold harmless Autodesk Parties against any and all losses, liabilities, expenses (including reasonable attorneys' fees) suffered or incurred by Autodesk Parties by reason of any Claim arising out of or in connection with: (a) your Application or Content, including, without limitation, any assertion that Your Content or your Application or the use of either or both may infringe any copyright, trademark, or other intellectual property or other 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 or that use thereof caused death or bodily injury or damage to the real or tangible property of any third party; (b) any breach of or failure by you or your Authorized Users to comply with the Terms (including, without limitation, any policies and Additional Terms); or (c) use of the Service by you and/or your Authorized Users and/or anyone who accesses the Service through you (whether or not such access is authorized by your or by Autodesk). If requested by Autodesk to defend a Claim, You will not agree to any settlement 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.
17. Other Content. The Content may include hyperlinks to other websites or content or resources. Autodesk has no control over any web sites or resources that are provided by companies or persons other than Autodesk. You acknowledge and agree that Autodesk is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products, or other materials on or available from such websites or resources.
18. General Legal Terms.
18.1 Governing Law and Jurisdiction. The Terms will be governed by and construed in accordance with the laws of the State of California (and, to the extent controlling, the federal laws of the United States), which will govern without reference to the conflicts-of-laws rules thereof. The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act will not apply to (and are excluded from the laws governing) the Terms. In addition, you agree that any claim, action or dispute arising under or relating to the Terms will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the Superior Court of the State of California, County of Marin, or the United States District Court for the Northern District of California in San Francisco.
18.2 Export Control. You acknowledge and agree that your and your Authorized Users’ use of the Service is subject to compliance with the Export Control Laws. You shall be solely responsible for your and your Authorized User’s compliance with the Export Control Laws and monitoring any modifications to them. You represent and warrant that: (a) you and your Authorized Users 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); (b) you and your Authorized Users 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); (c) you and your Authorized Users will not, unless otherwise authorized under the Export Control Laws, use the Service in any restricted end use, 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 (d) 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 and your Authorized Users will not use the Service to disclose, transfer, download, export or re-export, directly or indirectly, Your Content, third party 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 or your Authorized Users may be subject.
18.3 General. The parties' relationship to each other under these Terms is strictly that of independent contractors and 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. Each party will be responsible for covering their respective costs and expenses in performing their duties under these Terms, unless expressly provided otherwise herein. 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. The section headings used in these Terms are for convenience only and will not be given any substantive effect. When used in these Terms, “includes” or “including” will be deemed to mean “including but not limited to” or “include but are not limited to.” 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 the Service 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. 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 these Terms or any of Your rights or obligations hereunder. Any unauthorized assignment will be null and void.
18.4 Notices. Notices in connection with the Terms by either party will be in writing. Your notices will be sent by postal service or a delivery service (such as UPS, FedEx or DHL). Notices from Autodesk to you will be effective: (a) in the case of notices by email, one (1) day after sending to the email address provided to Autodesk; or (b) in the case of notices by mail or delivery service, five (5) days after sending by regular post or delivery service to the address provided to Autodesk. Communication with you and your Authorized Users will often take place via an email sent from firstname.lastname@example.org to the contact email address registered to your Application. You must ensure that your email address is current and that you do not filter out any such messages. You consent to service of process being effected on you by registered mail sent to your last address known by Autodesk, if so permitted by applicable law. Notices from you to Autodesk will be effective when received by Autodesk at Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903, USA, Attention: General Counsel.
18.5 Entire Agreement. The Terms (including, without limitation, the Additional Agreements and policies) contain the entire agreement between you and Autodesk with respect to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Autodesk with respect to the Service.
“Acceptable Use Policy Documentation” means certain rules for using the Service as contained at http://developer.api.autodesk.com/documentation/v1/index.html, which are incorporated into the Terms by reference.
“Additional Terms” means the terms and conditions that are applicable to Autodesk Services other than the Service, which are incorporated into the Terms by reference.
“API Information” means the standard applications programming interface (“API”) information generally provided by Autodesk to users of the Service that specifies the requirements for interfacing to (e.g. invoking or directing the functions of) the Service or software included in the Service. API Information does not include any implementation of such interface information, any development materials or any other Autodesk Services.
“Application” means a software application or website that uses the Service to obtain and display Content in conjunction with Your Content, according to these Terms.
“Authorized Users” means your individual employees, consultants, contractors, and agents who access and use the Service on your or your Company’s behalf and for whose compliance with these Terms you are responsible.
"Autodesk” means Autodesk, Inc., with offices at 111 McInnis Parkway, San Rafael, CA, 94903, USA.
“Autodesk Parties” means Autodesk and its affiliates, agents, suppliers and each of their respective officers, directors and employees.
“Autodesk Services” means the Service and all other Autodesk products and services, collectively.
"Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of: (i) each party, respectively, as secured by such party from time to time; and (ii) additionally, for Autodesk Brand Features, the distinctive brand features of certain third parties.
“Claim” means any legal claim, suit or proceeding.
“Company” means the company or other legal entity for which you are acting (for example, as an employee).
“Confidential Information” means, collectively, any information: (a) designated as confidential orally or in writing by Autodesk; (b) related to Autodesk’s business or operations; or (c) received by you by virtue of your relationship with Autodesk including, but not limited to, customer information, product plans, product designs, product costs, product prices, product names, finances, marketing plans, business opportunities, personnel, research, development, customer data, or know-how.
"Content" means any files, designs, models, data sets, project information, materials, documents, computer programs or similar material (including, without limitation, any modules and components, functions and features of a computer program), media, audio, images, names, email addresses, comments, notes, links and other content, data and information made available by Autodesk for use with the Service.
“End User” means your customers and/or other users who will be using your Application.
“Effective Date” means the date you first agree to the Terms by selecting the box indicating that you have read and agree to the Terms, or if earlier, the date you first access or use the Service.
“Export Control Laws” means United States and other applicable countries’ 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.
“Personal Information” has the meaning set forth in the Privacy Statement.
“Sensitive Personal Information” means 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 data that may pose a risk of harm to the individual if improperly disclosed.
“Service” means the Autodesk Web Services APIs, including any web service that may be offered for a beta or free introductory period.
“Term” means the length of time the Terms are in force.
“Terms” means the terms and conditions in these “Terms of Service,” including any documents incorporated by reference.
"Your Content" means any content that you provide in your Application, including data, images, video, or computer programs (including, without limitation, any modules and components, functions and features of a computer program). Your Content does not include the Content.