Last Updated: October 10, 2019
These Autodesk Partner Web Services API Terms of Service (these “Terms”) apply to various web services and software as a service (SaaS) APIs that allow you to develop cloud-based applications, integrate your applications with Autodesk SaaS applications, or build applications that integrate with Autodesk SaaS applications (each, a “Service”), in connection with your partner relationship with Autodesk. By clicking the “I Agree” button (or other button or mechanism designed to acknowledge agreement), or by accessing or using the Service, you (A) indicate that you have read these Terms, understand them, and agree to be legally bound by them on behalf of the entity for which you work or on whose behalf you are acting (for example, as an employee) (“Company”) or, if there is no Company, on behalf of yourself as an individual; and (B) you represent and warrant that you have the right, power and authority to act on behalf of and bind your Company (if any) and yourself. If you or your Company (collectively, “you”) do not agree to all of these Terms or you do not have the right, power, and authority to legally bind your Company (if any) and yourself, then (A) DO NOT click “I Agree” (or other button or mechanism designed to acknowledge agreement) and (B) DO NOT access or use the Service.
1. Definitions. Certain capitalized terms used in these Terms are defined in Section 17 (Definitions) or elsewhere in these Terms.
2. Scope of Terms and Modification.
2.1 Your use of the Service is subject to these Terms and Additional Terms. You agree to comply with (a) these Terms, (b) any Special Service Terms that apply to the specific Service you are accessing or using, (c) the Pricing Schedule, (d) Autodesk’s policies relating to Copyright and Trademarks, Autodesk’s Privacy Statement, Autodesk’s conditions and prohibitions of use, Autodesk’s Information Security Risk Management Policy and associated Information Security Risk Management Standard, and all other guidelines, rules, policies, and terms and conditions applicable to the Service (including applicable third-party terms) that may be posted by or on behalf of Autodesk on the Site or otherwise communicated by or on behalf of Autodesk to you from time to time (collectively, including any Special Service Terms and the Pricing Schedule, the “Additional Terms”). All Additional Terms, including those referenced through a hyperlink in these Terms, as they may be amended from time to time by Autodesk, are hereby incorporated into these Terms by reference. Autodesk systems and Offerings are meant for business use. Occasional personal use should not interfere with job responsibilities and all use must be compliant with Autodesk’s Code of Business Conduct.
2.2 Other Autodesk Offerings are subject to separate terms and conditions. If you use the Service with any other Autodesk Offerings, these Terms will also include any terms and conditions that apply to such other Autodesk Offerings.
2.3 These Terms may change. Autodesk may modify these Terms at any time. Autodesk will provide notice of those modifications in a manner deemed reasonable by Autodesk (including posting on the Site or via e-mail to your registered e-mail address). Autodesk may also make modifications to any Additional Terms in accordance with the terms of such documents. If any modification has any adverse effect on you or is otherwise unacceptable to you in any respect, you must immediately cease accessing and using the Services and terminate these Terms in accordance with Section 12.4. If you continue to access or use any Service following any notice of modification to these Terms, you will be deemed to have accepted the modified Terms. You can determine when these Terms were last modified by referring to the “LAST UPDATED” legend at the top of these Terms.
2.4 These Terms govern if there is a conflict. If there is any conflict between these Terms and any Additional Terms, with respect to any Service, the following order of precedence will govern: the applicable Special Service Terms, these Terms, the Pricing Schedule, and any other Additional Terms.
3. Service Generally.
3.1 Autodesk will provide the Service to you and your Authorized Users. Subject to, and conditioned on your compliance with, these Terms, during the Service Term Autodesk will provide the Service and you may access and use the Service. You may permit the Service to be accessed and used by your Authorized Users, provided such access and use is solely for your internal business purposes and is in the form made accessible or provided by Autodesk. You agree to be responsible for compliance with these Terms by Your Authorized Users 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). All references to your access and/or use of the Service in these Terms include access and/or use of the Service by your Authorized Users. Autodesk will make the Service available to you and your Authorized Users consistent with the manner in which Autodesk makes the Service generally available to users of the Service.
3.2 You will need to set up an Autodesk account. Autodesk may require you to create or log into one or more accounts to use the Service. For certain Services or features of a Service, Autodesk may require you to obtain and use alphanumeric or cryptographic keys or access tokens that are uniquely associated with your Autodesk accounts or your Application (“Keys”). You must obtain and use such Keys in accordance with these Terms. You agree that you will not share (or permit anyone else to share) any user ID, passwords or Keys with anyone who is not an Authorized User, will not allow any third party (other than Authorized Users) to use or access your accounts, and will not do anything else that might jeopardize the security of your accounts. IF YOU MAKE YOUR KEYS AVAILABLE TO ANY END USER OR OTHER PARTY (INCLUDING AUTHORIZED USERS), YOU DO SO AT YOUR OWN RISK.
3.3 Autodesk may change, limit, or discontinue the Services. Autodesk reserves the right to change or discontinue any Service for any or no reason, and Autodesk bears no responsibility or liability for such change or discontinuation. Autodesk is not required to deliver notice of changes to, or discontinuation of, any Service. You agree that it is your responsibility to ensure, at your own cost, that your access to and use of the Service is compatible with Autodesk’s then-current requirements.
3.4 Autodesk can monitor and enforce the Terms. Autodesk may monitor your usage of the Service to verify compliance with these Terms. You will provide Autodesk with any information or materials that Autodesk reasonably requests to verify your compliance with these Terms, including a copy of each Application and one or more test accounts that will enable Autodesk to access each Application in its entirety free of charge. Autodesk may take enforcement actions against you if Autodesk determines in its sole judgment that you, your Authorized Users, your Application, or End Users (a) violate these Terms, (b) have a security deficiency, (c) have inappropriately accessed, used, or disclosed Autodesk Content or (d) have or may otherwise threaten or damage the reputation of any Autodesk Party.
3.5 Services may be provided by Autodesk’s Subsidiaries and Affiliates. Autodesk has subsidiaries, affiliated legal entities, and subcontractors 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, affiliates, and subcontractors will be entitled to provide the Service to you.
4.1 Your Content is yours. Your use of some Services may require or permit Autodesk to collect or store Your Content (including the Content of End Users). Autodesk personnel will not access Your Content except (a) as part of providing, maintaining, securing or modifying Services, (b) at your request or with your consent as part of addressing or preventing a service, support or technical issue, or (c) in connection with legal obligations or proceedings in accordance with Section 14.1 below. You retain ownership of and responsibility for Your Content and responsibility for your conduct while using the Services. Autodesk does not own Your Content. You agree that Your Content and your conduct in using the Services will comply with all applicable laws, rules and regulations, and the use conditions and prohibitions. By creating, submitting, uploading or otherwise making Your Content available to Autodesk and/or others, you acknowledge and agree that: (x) you will evaluate and bear all risks associated with Your Content; and (y) under no circumstances will Autodesk Parties be liable in any way for Your Content as you upload or submit it, including any errors or omissions. You are encouraged to practice effective content retention practices, to maintain copies on your own computer or local network, to use the latest encryption and other security technology to protect Your Content and to back up and protect the security and confidentiality of Your Content, as applicable to the Service.
4.2 Availability of Third Party Materials. In order to use certain Services, Third Party Materials may be made available to you, directly or indirectly, through the Service. In some cases, such Third Party Materials may appear to be a feature or function within, or an extension of, the Services. Accessing such Third Party Materials may cause your Computer, without additional notice, to communicate with a third-party website. Such connectivity or access to third party websites or Third Party Materials is governed by the terms found on such sites or otherwise associated with the Third-Party Materials, and access to and use of Third Party Materials and other products and services from Autodesk may require your agreement to separate terms or payment of additional fees. You agree that any viewing, use or access of Third Party Materials by you or your Authorized Users is at your sole risk. Under no circumstances will Autodesk Parties be liable for any loss or damage caused by your viewing, use or reliance on Third Party Materials. Any dealings between you and any third party in connection with such Third Party Materials, including, without limitation, such third party’s privacy policies, use of personal information, delivery of and payment for goods and services, and any other terms associated with such dealings, are solely between you and such third party. Autodesk may at any time, for any reason, modify or discontinue the availability of any Third Party Materials.
4.3 Deleting Your Content. If you delete Your Content from the Service, you understand it may persist in backup copies. Autodesk has the right (but not the obligation) to delete inactive sites or accounts or purge related content, without further notice. Autodesk Parties will have no responsibility or liability for deletion or failure to store Your Content or for any failure to delete Your Content.
5. Licenses from Autodesk to You.
5.1 Autodesk grants you rights to use and access the Service. Subject to, and conditioned on your compliance with, these Terms, Autodesk hereby grants to you, under Autodesk’s intellectual property rights in and to the Service in the form made available to you by Autodesk, a limited, non-transferable, non-assignable, non-sublicensable, and non-exclusive license during the Service Term to access and use the Service solely to the extent necessary to develop, test, integrate, operate and support your Application. While these Terms restrict you from sublicensing the Service separately from your Application, you may permit End Users to use and access the Service as a feature or component of your Application, provided you are in compliance with these Terms.
5.2 Autodesk grants you rights to use Autodesk Content made available for use with the Service. Subject to, and conditioned on your compliance with, these Terms, Autodesk hereby grants to you, under Autodesk’s intellectual property rights in and to the Autodesk Content that Autodesk makes available to you through the Service for use in your Application, a limited, non-transferable, non-assignable, non-sublicensable, and non-exclusive license during the Service Term to reproduce, publicly perform, publicly display, prepare derivative works of and distribute portions of such Autodesk Content solely within your Application.
5.3 Autodesk grants you rights to use the API Sample Code to develop your Application. If Autodesk makes API Sample Code available, you may use API Sample Code subject to, and conditioned on your compliance with, the license terms provided with or accompanying such code (e.g., the MIT License). If no license terms are provided or specified, then subject to, and conditioned on your compliance with, these Terms, Autodesk hereby grants to you, under Autodesk’s intellectual property rights in and to the API Sample Code in the form made available to you by Autodesk through the Service or the Site, a limited, non-transferable, non-assignable, non-sublicensable, and non-exclusive license during the Service Term to (a) reproduce, modify and make derivative works of the API Sample Code for the sole purpose of developing an Application and (b) distribute the API Sample Code to your End Users solely as embedded in your Application for the purposes of complementing and enhancing the Autodesk Content, except to the extent prohibited by the licenses or other terms for the API Sample Code or any related software development tools, utilities or kits.
6. Licenses from You to Autodesk.
6.1 You grant Autodesk rights to Your Content to enable Autodesk to provide the Service. By submitting, uploading, or displaying Your Content in or through the Service, you hereby grant to Autodesk, for the sole purpose of enabling Autodesk to provide you with the Service in accordance with these Terms, a worldwide, royalty-free, non-transferrable, and non-exclusive license to access, use, reproduce, adapt, modify, publicly perform, publicly display, prepare derivative works of and distribute Your Content through the Service.
6.2 You grant Autodesk rights to your Feedback. If you provide Autodesk with Feedback, then such Feedback may be utilized by Autodesk without any limitation or obligation to you. You should not include any Confidential Information in any Feedback.
7. Compliance with Laws; End User Agreement; Covenants; Restrictions.
7.1 Your compliance with Laws. You will comply with all applicable Laws with respect to your access to and use of the Service.
7.2 There are restrictions applicable to the Services. Except as explicitly permitted in these Terms, 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 to any third party the Service, the Autodesk Content, or any 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 Autodesk Content or any part thereof; (c) access or use the Service or the Autodesk Content for the purpose of (i) building or providing a competitive product or service, as determined by Autodesk in its sole discretion, (ii) building or providing a product using similar ideas, features, functions or graphics of the Service or the Autodesk Content, or (iii) copying any ideas, features, functions or graphics of the Service or the Autodesk Content; (d) decompile, disassemble or otherwise reverse engineer the Service or the Autodesk Content, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Service or the Autodesk Content; (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; (f) attempt to (i) remove, defeat or circumvent any license manager technology or copy protection device provided with the Service or the Autodesk Content, or (ii) bypass or delete any functionality or technical limitations of the Service or the Autodesk Content that prevent or inhibit the unauthorized copying or use of the Service or the Autodesk Content; and (g) otherwise access or use the Service or the Autodesk Content, (h) expose any API to any third party. The Services may not be available in certain geographical areas or languages.
8.1 Autodesk and its licensors own the Service and other Autodesk Materials. As between you and Autodesk, Autodesk and its licensors own all right, title, and interest (including patents, copyrights, trademarks, trade secrets, and other intellectual property rights) in and to the Service and other Autodesk Materials. All rights not expressly granted to you under these Terms are reserved by Autodesk and/or its licensors, and you acknowledge and agree that you do not have (and will not assert) any licenses or other rights (implied or otherwise) except as expressly set forth in these Terms.
8.2 You own Your Content and your Application. As between you and Autodesk (and without limiting anything contained in Section 4.1 above), you retain all right, title and interest in and to Your Content and your Application, except for Autodesk Materials that may be incorporated in, used by, or practiced by Your Content or your Application. Except for such Autodesk Materials, Autodesk claims no ownership over Your Content or your Application, and you retain the copyright and any other rights you already hold in Your Content. You, and not Autodesk, are responsible for Your Content and your Application and any other materials that you, your Authorized Users, or End Users upload, post, email, or otherwise transmit in using the Service and your Application. You acknowledge and agree (and represent and warrant) that: (a) you have and will 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 and will not infringe or misappropriate any intellectual property or proprietary right of any third party or violate any applicable Laws; 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. You acknowledge and agree that provision of the Service necessarily involves technical access, processing and transmission of Your Content and collection of Metrics related to use of the Service.
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10. Your Applications.
10.1 You are responsible for developing your Application. You acknowledge and agree that you will be solely responsible for all development, distribution and use of any Applications, including all related costs, expenses, losses and liabilities.
10.2 You are responsible for administering your Application and providing support. You acknowledge and agree that, as between you and Autodesk, you are solely responsible for all aspects of each Application (including any service or functionality offered through each Application). You are solely responsible for establishing your own rules for access to your Application by End Users and other third parties and administering your Application (including establishing pricing for Your End Users’ access to or use of your Application). You acknowledge and agree that (a) Autodesk will not provide or be required to provide any technical or other support services to you (including your Authorized Users) or any End User and (b) Autodesk is not responsible for monitoring or policing any dispute related to your Application or its use or the use of the Service or any Content that may arise between or among you, your Authorized Users, any End User, or any other third party.
10.3 You will implement security measures and not include harmful code. You will ensure that each Application contains protections that are adequate to keep secure and prevent the interception of any data transmitted to and from such Application or the Service. You will ensure that Applications using HTTPS service(s) will enable only TLS 1.1 or 1.2 and enable only AEAD based cipher suites. Said service must not be able to connect or be used by a wide variety of older clients (SSLv3 & lower). You will not attempt to circumvent any security measures or technical limitations of the Service. You will immediately notify Autodesk of any security deficiencies (including any actual or suspected theft, loss or misuse of data or actual or suspected vulnerabilities that may result in a theft, loss or misuse of data) that you discover or suspect in connection with an Application, the Service or any related Content. You will not include (or permit to be included), in or in connection with an Application, any spyware, malware, virus, worm, Trojan horse or other malicious or harmful code, or any software not expressly and knowingly authorized by each applicable End User prior to being downloaded or installed.
11. Privacy Protection.
11.1 The Autodesk Privacy Statement applies to your use of the Services. You acknowledge and agree that, by using the Service, you consent to the collection, use, processing, and storage of your Personal Information as described in Autodesk’s then-current Privacy Statement, including cross-border transfers as described in the Privacy Statement.
11.2 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 the Personal Information of any persons who may use your Application or who may have access to or use of the Service through you (including your Authorized Users and End 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 collected, stored, used and otherwise processed by, or transferred to, Autodesk and its affiliates and its and their contractors (including service providers), and that any individual who accesses or uses the Service has been made aware of and agrees to the Privacy Statement.
11.3 You will not store or permit others to store Sensitive Personal Information. You acknowledge and agree 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 Content and data using third-party computers and equipment in locations around the globe. You acknowledge and agree that any data storage functionality associated with the Service is not intended for the storage of Sensitive Personal Information. You will not (and will not permit anyone else to) upload or otherwise submit any Sensitive Personal Information in connection with the Service. You also acknowledge and 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.
12. Term and Termination. These Terms will become effective on the Effective Date. The term of these Terms (the “Service Term”) will extend from the Effective Date until the first to occur of: (a) the date or end of the term of the applicable Service and subscription level for which you have paid (for a paid Service), as set forth in the Pricing Schedule, (b) the discontinuation of the Service by Autodesk, or (c) the date these Terms are terminated in accordance with this Section 12.
12.1 Termination and other remedies for breach. Autodesk and you each have the right to terminate these Terms if the other party is in breach of the Terms and fails to cure such breach within ten (10) business days after written notice of the breach. In addition, if you fail to make a payment to Autodesk (or a distributor or reseller authorized directly or indirectly by Autodesk) or otherwise fail to comply with the provisions of these Terms or Additional Terms relating to any such Service, Autodesk may, as an alternative to termination, (a) downgrade or modify your existing subscription, payment or service plan (including downgrading you to a non-commercial Free Services plan), (b) suspend the Service and your access to the Service, and/or (c) suspend other Autodesk obligations or your rights under these Terms.
12.2 Other termination rights. Autodesk may also terminate these Terms if you become subject to bankruptcy proceedings, become insolvent, or make an arrangement with your creditors. Autodesk may terminate or modify these Terms if the continued provision of the Services to you or your End Users is prohibited by applicable Law or as otherwise required by applicable Law. These Terms will terminate automatically without further notice or action by Autodesk if you go into liquidation.
12.3 Effect of Termination; Survival. Upon any termination of these Terms for any reason, you, your Applications, your Authorized Users, and End Users must immediately (a) cease accessing or using the Service, the Autodesk Content, API, API Information, API Sample Code, Autodesk Brand Features, Confidential Information, and other Autodesk Materials, (b) destroy all copies of the foregoing that you may be in your (including your Authorized Users’) possession, custody or control, and (c) remove all API Sample Code and API Information (including any code that is based on or uses the API Information or implements the API for the Service) from all of your software and other materials (including any Application). Except for termination by Autodesk in accordance with Section 12.1 above (Termination for Breach), Autodesk will refund any Fees paid by you applicable to the period after the effective date of termination. The following provisions of these Terms will survive expiration or earlier termination and continue to apply indefinitely: Sections 1, 3.5, 4, 6.2-6.3, 7.3-7.6, 8-11, 12.4-12.5, and 13-17.
12.4 When Your Content may be deleted. It is your responsibility to retain copies of Your Content. Autodesk is not responsible for storing any of Your Content created, submitted, uploaded or made available to Autodesk in connection with use of any Service, and may delete any such Content, and all backups thereof, at any time without notice. Autodesk Parties will not be liable for any loss or damage which may be incurred by you or any third parties as a result of the deletion of any of Your Content in connection with the use of any Service. Upon termination of any Service for any reason, Autodesk will have the right to immediately deactivate your account(s) and suspend access to Your Content and, following the Content Retrieval Period, may delete, without notice, Your Content, if any, and all backups thereof, and Autodesk Parties will not be liable for any loss or damage which may be incurred by you or any third parties as a result of such deletion. 13. Disclaimer of Warranties; Limitation of Liabilities.
13.1 Warranty Disclaimer. THE AUTODESK MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” AUTODESK PARTIES MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND TO ANY PARTY, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, WITH RESPECT TO THE AUTODESK MATERIALS, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. YOUR USE OF THE AUTODESK MATERIALS IS AT YOUR OWN DISCRETION AND RISK. AUTODESK PARTIES DO NOT WARRANT THAT ANY USE OF OR ACCESS TO THE AUTODESK MATERIALS WILL BE ERROR-FREE, COMPLETE, SECURE OR THE CONTENT WILL NOT BE OTHERWISE LOST OR DAMAGED OR MEET YOUR REQUIREMENTS OR EXPECTATIONS; THAT OPERATION OR AVAILABILITY WILL BE UNINTERRUPTED; OR THAT ERRORS OR FAILURES WILL BE CORRECTED OR REMEDIED. AUTODESK PARTIES DO NOT WARRANT THAT THE AUTODESK MATERIALS 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 AUTODESK PARTIES ASSUME NO RESPONSIBILITY AND WILL HAVE NO LIABILITY OF ANY KIND FOR) (1) THE DECISIONS THAT YOU MAY MAKE REGARDING THE AUTODESK MATERIALS; (2) USE OF THE AUTODESK MATERIALS INCLUDING ANY CONTENT, DATA, INFORMATION, OR OTHER MATERIAL ACCESSED BY YOU OR YOUR END USERS IN CONNECTION WITH THE SERVICE INCLUDING, WITHOUT LIMITATION, IMPACT TO YOUR COMPUTER SYSTEM OR LOSS OF DATA; OR (3) ANY EFFECTS ON YOUR BUSINESS THAT MAY RESULT FROM SUCH USE. AUTODESK PARTIES MAKE NO WARRANTIES TO ANY THIRD PARTY. AUTODESK PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE IS OR WILL BE APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR GEOGRAPHIC AREA, JURISDICTION OR LANGUAGE. 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 THESE TERMS.
13.2 Functionality Limitations. THE SERVICES OFFERED BY AUTODESK ARE NOT A SUBSTITUTE FOR YOUR OWN JUDGMENT (INCLUDING PROFESSIONAL JUDGMENT) OR INDEPENDENT TESTING, DESIGN, ESTIMATION OR ANALYSIS, AS APPLICABLE. DUE TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE SERVICES, THE SERVICES HAVE NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH THEY MAY BE USED AND MAY NOT ACHIEVE THE RESULTS YOU DESIRE. WITHOUT LIMITATION OF SECTION 4 (CONTENT) OR 13 (DISCLAIMERS), AUTODESK PARTIES WILL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY RESULTS OR OUTPUT OBTAINED OR OTHERWISE VIEWED THROUGH THE SERVICES OR ANY MATERIALS DEVELOPED BY YOU IN CONNECTION WITH THE SERVICES. YOU ARE RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT AND CONTROL OF USE OF THE SERVICES AND YOUR APPLICATIONS. THIS RESPONSIBILITY INCLUDES THE DETERMINATION OF APPROPRIATE USES FOR THE SERVICES AND THE SELECTION OF THE SERVICES AND OTHER PROGRAMS TO ACHIEVE YOUR INTENDED RESULTS. YOU ARE ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY, ACCURACY AND COMPLETENESS OF SERVICE RESULTS, OUTPUT OR MATERIALS DEVELOPED BY YOU IN CONNECTION WITH THE SERVICES (IF ANY), INCLUDING ALL ITEMS VIEWED OR DESIGNED USING ANY SERVICE. THERE ARE NO SERVICE LEVEL AGREEMENTS MADE IN CONNECTION WITH THE SERVICES.
13.3 Limitations 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 ANY AUTODESK PARTY BE LIABLE UNDER THESE TERMS FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES OF ANY KIND WHATSOEVER (HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), OR ANY 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 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 ITS BEHALF; AND (B) THE TOTAL CUMULATIVE LIABILITY OF YOU, AND THE TOTAL CUMULATIVE COLLECTIVE LIABILITY OF THE AUTODESK PARTIES, FOR ALL COSTS, LOSSES OR DAMAGES FROM ALL CLAIMS, ACTIONS OR SUITS, HOWEVER CAUSED, ARISING FROM OR RELATING TO THESE TERMS OR THE SUBJECT MATTER HEREOF WILL NOT EXCEED THE GREATER OF (i) ALL AMOUNTS PAID OR DUE FROM YOU FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM (NO MATTER WHEN PAYMENTS WERE ACTUALLY MADE), OR (ii) TEN THOUSAND DOLLARS ($10,000). You agree that you are solely responsible for (and that Autodesk has no responsibility to you or to any third party for) any acts and omissions of (including any failure to comply with these Terms by) your Authorized Users or your End Users and for the consequences of any such acts and omissions (including any loss or damage that Autodesk may suffer).
13.4 Basis of the Bargain. You and Autodesk acknowledge and agree that the warranty disclaimers, limitations of liability, and indemnities in these 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 and rights granted under these Terms, and Autodesk would not have entered into these Terms, or provided the Service or rights, in the absence of such warranty disclaimers, limitations of liability and indemnities.
14. Confidential Information.
14.1 Confidentiality obligations apply to information disclosed in connection with the Service. You or Autodesk (as the “Disclosing Party”) may disclose Confidential Information to the other party (the “Receiving Party”) in connection with the Service. The Receiving Party will not (and will not permit anyone else to) (a) use any Confidential Information of the Disclosing Party except as necessary for performance of the Receiving Party’s obligations and exercise of the Receiving Party’s rights under these Terms or (b) disclose any Confidential Information of the Disclosing Party to anyone other than the Receiving Party’s employees, contractors, service providers and agents who need to know such Confidential Information for such purposes, and who are subject to confidentiality obligations with the Receiving Party containing protections no less stringent than those in these Terms. To safeguard the Confidential Information, the Receiving Party will exercise the same degree of care it employs to prevent the unauthorized use and disclosure of its own confidential information, but in no event less than reasonable care. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted). You agree that Autodesk may access and disclose Your Content to comply with any legal obligations or governmental or regulatory body request (including subpoenas or court orders), as part of a legal proceeding involving Autodesk Parties or at your request. You will not disclose these 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. Autodesk does not guarantee the confidentiality of non-Autodesk information stored on systems connected to Autodesk’s network.
14.2 Injunctive Relief is available to Autodesk. You acknowledge and agree that your breach or threatened breach of this Section 14 may cause Autodesk irreparable harm and significant injury, the amount of which may be difficult to estimate and ascertain, thus making inadequate any remedy at law or in damages. Therefore, you agree that Autodesk is entitled to injunctive relief from any court of competent jurisdiction to enjoin any threatened or actual breach of these Terms and any other relief that such court deems appropriate, in addition to any other remedy or remedies available at law or in equity.
15. Indemnification. You will, at your sole expense and to the fullest extent permitted by Law, indemnify and hold harmless (and, at Autodesk's request, defend) the Autodesk Parties against any and all losses, liabilities, expenses (including reasonable attorneys' fees) suffered or incurred by the Autodesk Parties by reason of any Claim arising out of or relating to (a) your Application or Your Content, including any assertion that your Application or Your Content or the use of either or both (i) infringes any copyright, trademark, or other intellectual property of any individual or entity, (ii) misappropriates any individual or entity's trade secret, (iii) violates the privacy or publicity rights or any individual or entity or fails to comply with the privacy or data protection Laws, (iv) contains any libelous, defamatory, disparaging, pornographic, or obscene materials, (v) infringes or violates any other rights of any individual or entity, or (vi) 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 (including your Authorized Users) or your End Users, to comply with these Terms; (c) access to or use of the Service by you (including your Authorized Users), your End Users, or anyone who accesses the Service through you (whether or not such access is authorized by you or by Autodesk); or (d) any breach by you of any representations, warranties, covenants, or other provisions in these Terms. Whether or not Autodesk asks you to defend a Claim, you will not agree to any settlement without the prior written consent of Autodesk. If Autodesk asks you to defend a Claim, Autodesk will have the right to participate in the defense of the Claim with counsel of its own choosing. Notwithstanding the foregoing, you will have no obligation to indemnify and hold harmless the Autodesk Parties against any losses or liabilities suffered or incurred by the Autodesk Parties by reason of any determination by a court of competent jurisdiction that (i) the Service as provided by Autodesk infringes a copyright or patent or misappropriates a trade secret of any third party or (ii) the name of the Service infringes a trademark of a third party.
16. General Legal Terms.
16.1 Governing Law and Jurisdiction. These 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) these Terms. In addition, you agree that any Claim arising under or relating to these 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.
16.2 Export control laws apply. You acknowledge and agree that your access to and use of the Service is subject to compliance with the 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: (a) you are not a citizen of, or located within, a nation or other geographic area that is subject to U.S. trade sanctions or other significant trade restrictions (including Cuba, Iran, Sudan, Syria, North Korea, and the Crimea region); (b) you are not identified on any U.S. government restricted party lists (including the U.S. Treasury Department's Sectoral Sanctions List, 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 will not, unless otherwise authorized under the Export Control Laws, use the Service or any Content in any restricted end use, including design, analysis, simulation, estimation, testing, or other activities related to nuclear, chemical/biological weapons, rocket systems or unmanned air vehicles applications, and (d) 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 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 to which you may be subject.
16.3 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 at www.autodesk.com/company/legal-notices-trademarks/copyright-information. INQUIRIES FAILING TO FOLLOW THIS PROCEDURE WILL NOT RECEIVE A RESPONSE.
16.4 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. Each party will be responsible for covering its costs and expenses in performing its duties and exercising its rights under these Terms, unless expressly provided otherwise in these Terms. 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. When used in these Terms, “include” or “including” will be deemed to mean “include but are not limited to” or “including but not limited to.” Unless the context or construction otherwise requires, all words applied in the plural will be deemed to have been used in the singular, and vice versa. The English language version of these Terms is legally binding in case of any inconsistencies between the English version and any translations. 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 transfer (by operation of law or otherwise) any of your rights or obligations under these Terms without Autodesk’s prior written consent. Autodesk may freely assign or transfer any of its rights or obligations under these Terms. Any unauthorized assignment or transfer will be null and void. 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.
16.5 Notices. Notices in connection with these Terms by either party will be in writing and will be sent by electronic mail to WebServicesLegal@autodesk.com, postal service, or a delivery service (such as UPS, FedEx or DHL), except that you may not provide notice to Autodesk of an Autodesk breach by electronic mail. 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. Notices from Autodesk to you may be sent by postal service, a delivery service or email. 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 (including your Authorized Users) will often take place via an email sent from email@example.com 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.
16.6 Electronic Communications. When Autodesk sends e-mails to you, Autodesk is communicating with you electronically. For contractual purposes, you consent to receive communications electronically from Autodesk and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
16.7 Force Majeure. Neither party will be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including, without limitation, acts of God, earthquake, fire, flood, embargoes, strikes, lockouts or other labor disturbances, civil unrest, failure, unavailability or delay of suppliers or licensors, riots, terrorism or terrorist acts, war, failure or interruption of the Internet or third party Internet connection(s) or infrastructure, power failures, acts of civil and military authorities, severe weather, and changes in applicable Law or other circumstances that would make the provision of any Services illegal or economically unfeasible. Such party will give the other party prompt written notice (when possible) of the failure to perform and use its reasonable efforts to limit the resulting delay in its performance.
16.8 Entire Agreement. These Terms (including the Additional Terms) 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. These Terms may be amended only as expressly set forth in these Terms (including, with respect to the Additional Terms, as set forth in such Additional Terms).
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17.2 “Additional Terms” has the meaning set forth in Section 2.1.
17.3 “API” means an applications programming interface for a service or software program (e.g., the requirements for accessing or directing the functions of the service or software program), including a software development kit or SDK.
17.4 “API Information” means the API information provided by Autodesk to you or other users of the Service that specifies the requirements for interfacing to (e.g., accessing or directing the functions of) the Service or software included in or used to provide the Service.
17.5 “API Sample Code” means code that demonstrates how to use the API and is expressly designated by Autodesk as eligible to be used for the purposes of developing an Application.
17.6 “Application” means a software application or website that uses the Service to obtain and display Autodesk Content in conjunction with Your Content. To constitute an Application, the software application or website must add significant functionality to the Service and not merely serve as a basis for using the functionality of the Service.
17.7 “Authorized Users” means your individual employees, consultants, contractors, and agents who access and use the Service on your behalf.
17.8 “Autodesk” means Autodesk, Inc.
17.9 “Autodesk Content” means any Content made available by or for Autodesk for use with the Service.
17.10 “Autodesk Materials” means the Service, Autodesk Content, other Autodesk Offerings, Site, Autodesk Brand Features, APIs, API Information, Autodesk Confidential Information, and any other content, data or materials provided or used in connection with, or generated by, the Service, together with any related intellectual property rights.
17.11 “Autodesk Offerings” means the Service and all other products and services of Autodesk and its affiliates.
17.12 “Autodesk Parties” means Autodesk and its affiliates; its and their licensors and other suppliers; and the respective officers, directors, employees and other agents of Autodesk and its affiliates and such licensors and other suppliers.
17.13 “Brand Features” means, with respect to Autodesk or you, the trade names, trademarks and service marks (including logos), domain names, and other distinctive brand features of Autodesk and its affiliates or you, respectively. Autodesk Brand Features also includes the distinctive brand features of certain third parties.
17.14 “Claim” means any legal claim, suit or proceeding.
17.15 "Company” has the meaning set forth in the preamble.
17.16 “Confidential Information” means all confidential information disclosed by a Disclosing Party to a Receiving Party, whether orally or in writing, that is designated as confidential. Your Confidential Information will include Your Content; Autodesk Confidential Information will include any information, data and materials of Autodesk (a) designated by Autodesk as confidential or proprietary (whether in writing or otherwise); (b) related to Autodesk’s business or operations; or (c) received by you by virtue of your relationship with Autodesk, including 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. Confidential Information in any event includes API Information and API Sample Code. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owned to the Disclosing Party; (b) was known by the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owned to the Disclosing Party; (c) is rightfully received by the Receiving Party from a third party without restriction on use or disclosure; (d) is developed by you independently without use of the Confidential Information; (e) Metrics; or (f) Feedback.
17.17 “Content” means any files, designs, models, data sets, project information, materials, documents, computer programs (including any modules, components, functions and features of a computer program), media, audio, images, videos, names, email addresses, comments, notes, links and other content, data and information.
17.18 “Content Retrieval Period” has the meaning set forth in Section 12.5.
17.19 “Disclosing Party” has the meaning set forth in Section 14.1.
17.20 “End User” means your customers and/or other users who will be using your Application.
17.21 “Effective Date” means the date you first agree to these Terms by selecting the box indicating that you have read and agree to these Terms, or if earlier, the date you first access or use the Service.
17.22 “Export Control Laws” means United States and other applicable countries’ export control and trade sanctions Laws, including the regulations promulgated by the U.S. Department of Commerce and the U.S. Department of the Treasury.
17.23 “Feedback” means any suggestions, proposals, ideas, contributions, or other information provided by you (whether or not or through your Authorized Users) to Autodesk regarding the Service, the Autodesk Content, or other Autodesk Offerings (whether existing, planned or otherwise).
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17.25 “Forum” means any discussion group, chat area, bulletin board, news group, gallery, wiki/help area or social network or public area of the Service.
17.26 “Keys” has the meaning set forth in Section 3.2.
17.27 “Laws” or “Law” means any declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule, law, or other requirement of or by any governmental authority.
17.28 “Metrics” means information about you and your use of the Service, other Autodesk Offerings, or other Autodesk Materials (which may include storage space used, features of the Service used, metadata, index and similar information about the content stored, processed or accessed using the Service and similar information. Metrics also includes information about you and your End Users that you provide in connection with your use of the Service (or other Autodesk Offerings), including Personal Information (the collection, storage and use of which will be subject to the Privacy Statement).
17.29 “Personal Information” has the meaning set forth in the Privacy Statement.
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17.31 “Privacy Statement” means Autodesk’s Privacy Statement, as currently located at https://www.autodesk.com/company/legal-notices-trademarks/privacy-statement, or any successor or supplemental web page of Autodesk, as they may be modified from time to time in Autodesk’s sole discretion.
17.32 “Receiving Party” has the meaning set forth in Section 14.1.
17.34 “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.
17.35 “Service” has the meaning set forth in the preamble.
17.36 “Service Term” has the meaning set forth in Section 12.
17.37 “Site” means the Autodesk website or portal which provides access to the Service and related information. “Site” also includes any other related website or portal designated by Autodesk from time to time.
17.38 “Terms” means these Autodesk Web Services API Terms of Service.
17.39 “Third Party Materials” means any Content made available to you by any third party through or in connection with a Service or any Site.
17.40 you” and “your” have the meanings set forth in the preamble.
17.41 “Your Content” means any Content that you provide in your Application or to the Service, whether created by you, your End User or other third parties, except that Your Content does not include Autodesk Content or other Autodesk Materials.