For Purchases in Canada
Last updated: 28 March 2023
Your online purchase transaction ("Transaction") is subject to the terms and conditions set out below which create a contract (the "Agreement") between You and Autodesk, Inc., a Delaware corporation, having its principal place of business at The Landmark @ One Market, Suite 400, San Francisco, CA 94105 ("Autodesk") governing that Transaction upon Autodesk’s acceptance of Your Transaction order. Read these terms and conditions carefully.
By submitting Your order You accept these terms and conditions in the Autodesk online cart through which You place Your Transaction order (the "Online Cart"), (A) You acknowledge that You have read these terms and conditions, understand them, and agree to be legally bound to them, on behalf of the company or other legal entity for which you ("You") are acting ("Company") or if there is no Company, on behalf of Yourself as an individual; (B) You represent and warrant that you (i) 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); (ii) are at least of the age of majority in Your jurisdiction of residence; (iii) have exclusively relied upon the statements and representations expressly set out in this Agreement and not on any statement or representation of any Autodesk representative or any third party including any commercial agents, service providers or resellers, and (iv) You are entering into this Agreement as a business-to-business transaction.
These terms and conditions may change from time to time, so review them upon submission of each order, even if You have reviewed them before. Autodesk recommends that You print and keep a copy of these terms and conditions (and any other documents referred to in these terms and conditions) for Your reference. Autodesk retains version control of all terms and condition, and a copy of the terms and conditions in effect on the date You place Your order can be provided upon request.
1.1 By clicking on the “Submit Order”, “Buy” or similarly termed button You are placing a Transaction order online to purchase products, services and/or subscriptions from Autodesk subject to these terms and conditions.
1.2 By submitting Your information to Autodesk in relation to Your Transaction order, You consent to such information being processed to fulfil Your Transaction order and in accordance with Autodesk’s Privacy Statement. The Autodesk Privacy Statement is incorporated by reference into and is made a part of these terms and conditions.
1.3 A Transaction order submitted by You constitutes an irrevocable offer by You to Autodesk to purchase the products and/or services and/or subscriptions named in the Transaction order subject to these terms and conditions at the price quoted in the Online Cart for those products and/or services and/or subscriptions, and is subject to subsequent acceptance and fulfilment by Autodesk, irrespective of whether the button or link You press or activate to submit Your Transaction order to Autodesk includes words such as “Buy” or otherwise could be interpreted as the final step in completion of Your Transaction order. A renewal order, when applicable, as set forth in Section 8 of these terms shall constitute a different Transaction.
1.4 You will receive an order confirmation/receipt from Autodesk once Your Transaction order has been received and sent to be processed for fulfilment. Note that any such acknowledgment does not constitute a formal acceptance of Your Transaction order and such acceptance shall not occur until Autodesk has made the products, services and/or subscriptions named in the Transaction order available to You in accordance with Section 6 of this Agreement. Autodesk may cancel Your Transaction order or any renewal (as applicable) at any time and for any reason prior to fulfilling Your Transaction order or Your renewal (as applicable); if this is the case, Autodesk will refund any prior payment that You have made for that/those products, services and/or subscriptions.
1.5 If Autodesk is unable to process payment using the payment method You provided with Your Transaction order, You otherwise fail to make a payment when due, or if Autodesk has reason to believe that You (i) are otherwise in breach of these terms and conditions, and/or any other agreement You may have with us, or (ii) by virtue of applicable law are ineligible to purchase or use products or services or subscriptions purchased via the Online Cart; or (iii) have engaged in fraud or criminal activity in connection with Your use of any products or services or subscriptions, then, without prejudice to any of Autodesk’s other rights, Autodesk may do any or all of the following: (a) stop any products or services or subscriptions being fulfilled to You; (b) stop or suspend ongoing access to products or services or subscriptions; or (c) cancel any automatic renewal plan in which You have elected to participate.
1.6 Without limiting the generality of any other section of this Agreement, Autodesk reserves the right to limit or refuse any Transaction order You place with Autodesk. Further, Autodesk reserves the right to verify the validity of all Transaction orders and/or cancel any Transaction orders if Autodesk finds evidence of fraud, tampering and/or any other violation of the terms and conditions of this Agreement. Autodesk may, in its sole and absolute discretion, limit or cancel quantities purchased per person or per order. These restrictions may include Transaction orders placed by or under the same account, the same credit card, and/or Transaction orders that use the same billing and/or shipping address. If Autodesk cannot fulfil or refuses your order in whole or in part for any reason, Autodesk will give you the option to cancel it entirely and Autodesk will refund any moneys paid in accordance with the Autodesk Return Policy.
2.1 The price for the products, services and/or subscriptions You order, and any additional charges applicable to Your Transaction order, will be quoted to You in the Online Cart applicable to those products, services and/or subscriptions and will also be indicated on Your order confirmation/receipt. These are the prices and charges that will be charged to Your credit card or other accepted payment method.
3.1 All prices quoted and amounts payable by You are exclusive of any tax, levy or similar governmental charge that may be assessed by any jurisdiction, including, without limitation, any federal, state, provincial/territorial or local sales, excise, use or goods and services taxes, or the equivalent, whether based on the delivery, possession or use of the products, services or subscriptions, or otherwise ("Taxes") except for net income, net worth or franchise taxes assessed on Autodesk. Any such Taxes to be collected or paid by Autodesk shall be Your responsibility and shall appear as a separate item on Your order confirmation/receipt (unless Autodesk receives a valid tax exemption certificate from You prior to processing Your Transaction order).
4. Payment Methods.
4.1 The Payment methods recognized by Autodesk are listed in the Online Cart. Only payment methods recognized by Autodesk will be accepted by Autodesk. Autodesk does not offer any credit terms, unless specifically indicated in the Online Cart. If You elect to use the services of a third-party payment or billing provider in connection with Your purchase from Autodesk, and provided Autodesk accepts payments from such third-party provider on Your behalf, Your use of such services will be subject to the third-party provider’s own terms and conditions. You may be required to create an account with such third-party provider and/or provide that third party provider with Your bank account or credit/debit card details. Autodesk is not responsible for, and you agree to hold Autodesk harmless from and against, any liability resulting from the acts or omissions of any third-party payment or billing provider. Autodesk reserves the right, in its sole and absolute discretion, to change the permitted methods of payment, including without limitation, the credit cards and/or other types of payment options Autodesk is able to accept, at any time.
4.2 Payment shall be made by the payment method selected in Your Transaction order and in the currency identified in the Online Cart. Your Transaction order will be fully paid when the amount of applicable prices and charges in that currency is received by Autodesk. Any currency exchange costs, or bank commission associated with payment shall be borne by You. Autodesk will charge credit, debit cards, or other permitted payment method on fulfilling Your products and/or services and/or subscriptions to You. Autodesk reserves the right to verify and/or authorize credit or debit card payments prior to acceptance of Your Transaction order. Once Your Transaction order has been accepted Autodesk will send You an order confirmation/receipt confirming Your purchase and the amount that has been charged to You.
For any overdue amount Autodesk offset the receivables against any amounts due to You. Autodesk reserves the right to engage a third-party to assist with collection of any overdue amounts, and You will be responsible for reasonable cost of that assistance.
7. Cancellation and Refund.
7.1 You may cancel Your product, service and/or subscription purchase in accordance with the terms of the Autodesk Return Policy which are incorporated herein by reference.
8. Auto-Renewal of Services or Subscriptions.
8.1 If You purchase a service or subscription, then by clicking on the “Submit Order”, “Buy”, or similar termed button and completing Your purchase, You expressly request and authorize Autodesk to automatically renew Your service or subscription for successive renewal terms each equal in length to the initial term purchased by You, at the purchase price for Your initial term (plus any/all applicable taxes and other fees and charges), unless Autodesk notifies You of a price change (see below), using the payment information You provided for Your initial purchase, until You cancel in accordance with the Autodesk Return Policy.
8.2 For services or subscriptions of particular length initial terms (e.g. annual length terms), Autodesk will send You at least one email to remind You of each upcoming renewal of that service or subscription. Further, in the case of all/any services or subscriptions Autodesk will post a confirmation to Your Autodesk Account each time Your service or subscription is automatically renewed.
8.3 Autodesk may change the renewal price of Your service or subscription as of the next renewal date and Autodesk will provide You with prior notice if Autodesk does so. Prior to the effective date of Your renewal (which will be indicated in the notice provided to You), You can elect to cancel an automatic renewal for a particular service or subscription at any time and for any reason (including if You do not agree to a price change) by logging on to Your Autodesk Account and following the steps to cancel that automatic renewal.
8.4 Certain services or subscriptions, including Flex tokens that are not made available on a term basis, will not renew automatically and will require a new purchase upon expiration to continue accessing them.
9. LIMITATION OF LIABILITY.
9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT ALWAYS TO CLAUSE 9.2, THE MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY OF AUTODESK AND ITS AFFILIATES, SUBSIDIARIES AND RELATED COMPANIES, AND THEIR EMPLOYEES, OFFICERS, AND DIRECTORS, FOR ALL COSTS, LOSSES OR DAMAGES FROM CLAIMS ARISING UNDER OR RELATED IN ANY WAY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TO (1) EACH TRANSACTION AND/OR ANY RELATED BREACH OR NON-PERFORMANCE OF THIS AGREEMENT NO MATTER HOW FUNDAMENTAL, IS LIMITED TO YOUR DIRECT DAMAGES ONLY AND SHALL NOT EXCEED THE TOTAL VALUE OF THAT TRANSACTION; AND (2) ANY SUBSEQUENT RENEWAL TRANSACTION AND/OR ANY RELATED BREACH OR NON-PERFORMANCE OF THIS AGREEMENT NO MATTER HOW FUNDAMENTAL, IS LIMITED TO YOUR DIRECT DAMAGES ONLY AND SHALL NOT EXCEED THE TOTAL VALUE OF THAT RENEWAL TRANSACTION. FURTHER, IN NO EVENT SHALL EITHER YOU OR AUTODESK BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR FOR LOSS OF PROFITS, REVENUES, CONTRACTS, CUSTOMERS, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF REPLACEMENT GOODS OR SERVICES, OR FAILURE TO REALIZE EXPECTED COST SAVINGS EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME OR THE SAME WERE REASONABLY FORESEEABLE. YOU ACKNOWLEDGE THAT THE AMOUNTS CHARGED FOR YOUR TRANSACTION OR FOR ANY RENEWAL TRANSACTION FAIRLY REFLECT THIS ALLOCATION OF RISK. SUBJECT ALWAYS TO CLAUSE 9.2, THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
9.2 CERTAIN LEGISLATION MAY IMPLY WARRANTIES, CONDITIONS, GUARANTEES OR IMPOSE OBLIGATIONS WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED EXCEPT TO A LIMITED EXTENT. THIS AGREEMENT MUST BE READ SUBJECT TO THOSE STATUTORY PROVISIONS. IF THOSE STATUTORY PROVISIONS APPLY, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TO THE EXTENT TO WHICH AUTODESK IS ENTITLED TO DO SO, AUTODESK LIMITS ITS LIABILITY IN RESPECT OF ANY CLAIM UNDER THOSE PROVISIONS TO, AT ITS OPTION, THE SUPPLY OF THE GOODS OR SERVICES AGAIN OR THE PAYMENT OF THE COST OF REPAIR OR REPLACEMENT OF THE GOODS OR OF HAVING THE SERVICES SUPPLIED AGAIN.
10. Export Controls.
10.1 In conformity with laws and regulations of the United States and other countries relating to international trade, You and Your employees (if applicable), agents and third parties shall not disclose, export or re-export, directly or indirectly, any Autodesk product, service, documentation or technical data to any country, entity or other party which is ineligible to receive such items or for any use restricted under U.S. laws and regulations as modified from time to time by the U.S. Department of Commerce or the U.S. Department of the Treasury or under other laws or regulations to which You may be subject.
11. Entire Agreement.
11.1 This Agreement (and the documents incorporated herein by reference) constitute the entire agreement between You and Autodesk with respect to the subject matter hereof and merges and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between You and Autodesk or any of its commercial agents, service providers and resellers, and there are no warranties, representations or other agreements between You and Autodesk in connection with the subject matter hereof except as specifically set forth in this Agreement. Except as expressly set out in this Agreement, all warranties, terms, conditions and undertakings, express or implied are excluded to the fullest extent permitted by applicable law. You further acknowledge and agree that no additional or different terms or conditions submitted on any purchase order or other order document issued by You or otherwise referred to by You, including any pre-printed terms, shall be applicable to this Agreement or binding on Autodesk unless specifically agreed to in writing by an authorized representative of Autodesk. You acknowledge and agree that i) Autodesk is under no obligation to proceed with or implement any Autodesk business or product plans, product roadmaps and proposed products specifications that Autodesk or any of its commercial agents, service providers and resellers may have discussed with You, including those discussed pursuant to confidentiality agreements; ii) any statements by Autodesk or any of its commercial agents, service providers and resellers, including in connection with such plans, are not intended to be a promise or guarantee of future delivery of products, services or features; and (iii) You do not rely on, and shall have no remedy in respect of, any promise, assurance, undertaking, representation or statement made (whether innocently or negligently) by any other party or any other person, including any of Autodesk’s commercial agents, service providers and resellers, except as expressly set out in this Agreement and (iv) no Autodesk commercial agent (if applicable) has any express or implied right or authority to assume or create any obligations on behalf of or in the name of Autodesk or to bind Autodesk to any obligation, contract, agreement, or undertaking with You.
The parties hereto acknowledge that a French version of these terms and conditions has been made available to You here, and You acknowledges the availability of this French version. However, the parties agree that these terms and conditions, as well as any notice, document or instrument relating to it be drawn up in English only but without prejudice to any such notice, document or instrument which may from time to time be drawn up in French only or in both French and English. Les parties aux présentes reconnaissent qu'une version française de la présente convention a été mise à la disposition de la partie adhérente ici ici, et la partie adhérente reconnaît la disponibilité de cette version française. Cependant, les parties aux présentes ont convenu que la présente convention ainsi que tous autres avis, actes ou documents s’y rattachant soient rédigés en anglais seulement mais sans préjudice à tous tels avis, actes ou documents qui pourraient à l’occasion être rédigés en français seulement ou à la fois en anglais et en français.
12.1 Autodesk may engage the services of subcontractors or service providers to assist Autodesk in the performance of its obligations under this Agreement. Autodesk may assign all or any of its rights or obligations under this Agreement without Your consent or notice to You. You may not assign or transfer Your rights under this Agreement without Autodesk’s express written consent, and any purported assignment or transfer shall be void.
12.2 No relaxation, forbearance, delay or indulgence by either You or Autodesk in enforcing any of the terms and conditions of this Agreement or the granting of time by either party to the other shall prejudice or restrict such rights and powers. No waiver of any term or condition of this Agreement shall be effective unless made in writing by the party making such waiver.
12.3 If for any reason a court of competent jurisdiction finds any provision or portion of any terms and conditions of this Agreement to be illegal, unenforceable, or invalid under applicable law in a particular jurisdiction in relation to the Transaction to which this Agreement relates, the remainder of these terms and conditions of this Agreement (to the fullest extent permitted by law) will continue in full force and effect in relation to that Transaction.
12.4 Autodesk shall not be in breach of this Agreement in the event that it is unable to perform its obligations due to unforeseeable circumstances or causes beyond its reasonable control.
12.5 You shall hold in confidence all pricing and business information disclosed by Autodesk or any of its commercial agents, service providers and resellers.
13. Governing Law.
13.1 This Agreement shall be governed by and construed under the Laws of the State of California, without regard to choice of laws principles. Any litigation between the parties shall be commenced and maintained exclusively in the United States District Court for the Northern District of California in San Francisco. The parties expressly submit themselves to the exclusive jurisdiction of such courts. Notwithstanding the foregoing, Autodesk may apply for injunctive relief and other equitable remedies (or their equivalent) in any jurisdiction or forum.
13.2 The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these terms and conditions.
Autodesk, Inc., The Landmark @ One Market, Suite 400, San Francisco, CA 94105, USA