This Terms of Use (“Terms”) is a legal agreement between you or the company or other legal entity on behalf of whom you are accessing or using the Service (“You”) and Autodesk, Inc. (located at 111 McInnis Parkway, San Rafael, California) ("Autodesk") regarding Your access to and use of the Freewheel web service (the “Service”) and the application programming interface and associated documentation (the “API”) available through this website. By selecting the box indicating that you have read and agree to these Terms of Use, or by accessing, uploading files or URLs, viewing files through, or otherwise using the Service or API, you agree to be bound by these Terms. If you do not agree to all the terms and conditions of these Terms, (A) do not use or access the Service or API, and (B) select the “CANCEL” button.
1. SERVICE.
1.1 Use of the Service. Subject to the limitations and conditions set forth in these Terms, You may use the Service to view and print design files through your web browser, and you may use the API to display design files on your website in conjunction with other information You provide to end users. The Service does not support file formats other than the DWF format. You must obtain the API through Autodesk’s website. Autodesk reserves the right to require You to create an account in order to access the Service, the API or portions thereof.
1.2 Modifications to Service and/or Terms. Autodesk reserves the right, from time to time in its sole discretion, to (a) modify or release subsequent versions of the API and Service and to require You to obtain and use the most recent version of the API and Service, (b) require You to register and/or establish an account in order to access the Service or obtain the API, (c) impose license keys or other means of controlling access to the API or Service, (d) charge a fee for use of the API or Service, (e) impose a limit on the number of transactions that You may request through the Service or otherwise limit or suspend your access to the Service, and (f) change, suspend or discontinue the Service at any time. You acknowledge and agree that Autodesk may at any time make feature or functionality updates to the API or Service, and such updates may impair or end the functionality of Your application.
Autodesk may modify these Terms at any time by posting the revised Terms on the Autodesk web site. You are responsible for regularly reviewing the most current version of these Terms, which is available online at https://freewheel.autodesk.com/termsofuse_en.aspx. If a modification is unacceptable to You, You must immediately cease using the Service and remove all APIs from Your website or other application. Your continued use of the Service or APIs after any such modification will constitute your acceptance of such modification.
1.3 Display of Results. You must display the results of the Service and/or API (which may include drawings, images, 3D models, and other content, and any portion thereof, including all trademark, copyright or other proprietary notices) (the “Results”) in the exact manner provided to You by Autodesk, and You are prohibited from removing, modifying, minimizing, obscuring or blocking any portion of the Results. You agree that You will not falsely attribute, misrepresent or otherwise imply the Service or the results of the Service have been provided by You or any party other than Autodesk.
1.4 Autodesk Marks. Autodesk may from time to time make available on the Autodesk Labs Freewheel website images of certain of its trademarks, service marks, domain names or logos (the “Autodesk Marks”) for limited use by You in connection with Your use of the Service to display design files on Your website. Autodesk hereby grants You a non-transferable, non-exclusive, non-sublicensable, revocable right and license to display the Autodesk Marks solely on Your webpage that uses the API to display design files rendered by the Service, solely for the purpose of indicating that such design file was rendered using the Service, and subject to the following limitations:
(a) You must use the Autodesk Marks exactly as they are made available on the Autodesk Labs Freewheel website, and you may not alter, modify or distort the Autodesk Marks in any way, including without limitation, changing the size, color or font;
(b) You shall not use the Autodesk Marks on any website that (i) violates any law or regulation; (ii) contains obscene, pornographic or other adult content; (iii) promotes bigotry, racism, hatred or harm against any group or individual; (iv) encourages, promotes or provides instructional information about illegal activities, including, but not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating "crush" sites;
(c) You shall not use the Autodesk Marks in any way that implies You or the contents of Your website are affiliated with or endorsed or sponsored by Autodesk;
(d) You shall not use the Autodesk Marks in any way that is or could be construed to be misleading, defamatory, libelous or disparaging of any third party or Autodesk or its products or services; and
(e) You are prohibited from using the Autodesk Marks in any advertising, marketing, printed materials, websites or any other media, other than Your webpage that uses the API to display design files rendered by the Service.
Autodesk may, in its sole discretion, revoke Your right to use the Autodesk Marks at any time. Except as expressly set forth in this Section 1.4, You have no right, title or interest in or to the Autodesk Marks, and You agree that you will not assert any claim to the Autodesk Marks. All goodwill arising from Your use of the Autodesk Marks shall inure solely to the benefit of Autodesk.
1.5 Additional Rights. If You are accessing the Service through a separate Autodesk product You have purchased or subscribed to, and for which You have entered into a separate agreement (“Other Agreement”), the Other Agreement may give You different or additional rights than those provided in these Terms. In the event of a conflict between the terms of any Other Agreement and these Terms, the terms of the Other Agreement shall prevail.
2. PROPRIETARY RIGHTS.
2.1 Warranty and License by You. You represent and warrant to Autodesk that You have the requisite rights to submit, post, reproduce, publish, distribute and otherwise transmit all files, models, material, information, media and content of any kind whatsoever that You upload or submit using the Service or the API (whether by uploading a file directly from Your hard drive or other storage media, or indirectly by entering a URL to a webpage on which a file is located) (the “Content”). By submitting, uploading or otherwise making Content available to Autodesk using the Service or the API, You (a) acknowledge and agree that the Content is not confidential, and (b) grant (or warrant that the owner of such rights has expressly granted) Autodesk a perpetual, irrevocable, non-exclusive, royalty-free, paid-up, worldwide, sub-licensable license to store, display, reproduce, modify, use and transmit the Content for the purposes of providing, formatting, maintaining, repairing, protecting, administering, enhancing or improving the Service or other Autodesk products.
2.2 Autodesk Proprietary Rights. You acknowledge and agree that Autodesk and its licensors own all right, title, and interest (including, without limitation, patents, copyrights, trademarks, trade secrets, and all other intellectual property rights) in and to the Service and the API, and that except as expressly set forth in these Terms, you shall not acquire any right, title, or interest in or to the Service or the API.
2.3 Digital Millennium Copyright Act. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Autodesk's Copyright Agent by email at CopyrightAgent@autodesk.com. For directions and more information about how to submit a claimed copyright notification, click the following link: Copyright Information. INQUIRIES FAILING TO FOLLOW THIS PROCEDURE WILL NOT RECEIVE A RESPONSE.
3. RESTRICTIONS ON USE OF SERVICE.
3.1 Responsibility for Content. You acknowledge and agree that You are solely responsible for all Content You (or Your end users) upload or cause to be uploaded using the Service or the API and for Your conduct while using the Service or the API. Autodesk shall have no responsibility or liability for the deletion of or failure to store any Content, and Autodesk reserves the right to delete inactive Content or purge Content from time to time. You acknowledge that the Service delivers the rendered the Content in viewable form through a URL and that You and anyone else who accesses the URL will be able to view the Content using the Service. You will not upload or cause to be uploaded through the Service or API any Content that: (a) is false or misleading; (b) is defamatory or invades another’s privacy; (c) promotes bigotry, racism, hatred or harm against any group or individual; (d) is obscene; (e) violates, misappropriates or infringes another's rights, including but not limited to intellectual property rights; (f) contains software viruses, harmful materials, or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, including, but not limited to, the Services; (g) violates any laws or regulations, including without limitation, export control laws and regulations; or (h) encourages, promotes or provides instructional information about illegal activities, including, but not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating "crush" sites.
3.2 Compliance with Laws. You agree that you will use the Services and the API for lawful purposes only, and that you will not use the Service or the API in connection with the transmission, sale or promotion of any products or services that violate any laws or regulations applicable to You or Autodesk.
3.3 Export Control. You acknowledge and agree that Your use of the Service and the API, including without limitation Your uploading of Content and viewing of design files rendered using the Service or API, is subject to compliance with United States and other applicable country export control and trade sanctions laws, rules and regulations, including, without limitations the regulations promulgated by the U.S. Department of Commerce and the U.S. Department of the Treasury (“Export Control Laws”). You represent and warrant that (i) You are not a citizen of, or located within, a nation that is subject to U.S. trade sanctions or other significant trade restrictions (including, without limitation, Cuba, Iran, Sudan, Syria and North Korea), (ii) You are not identified on any U.S. government restricted party lists (including, without limitation, the U.S. Treasury Department’s List of Specially Designated Nationals and Other Blocked Persons, the U.S. Department of Commerce’s Denied Party List, Entity List and Unverified List and the U.S. Department of State proliferation-related lists), and (iii) that no Content uploaded by You is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. You agree that You will not use the Service or API to disclose, transfer, download, export or re-export, directly or indirectly, any Content to any country, entity or other party which is ineligible to receive such items under the Export Control Laws or under other laws or regulations to which You may be subject. You shall be solely responsible for (i) complying with the Export Control Laws and (ii) monitoring any modifications to them.
3.4 Acceptable Use. You agree you will not: (a) interfere with or disrupt the Service, or servers or networks connected to the website through which the Service is provided; (b) use the Service as storage for remote loading or as a door or signpost to another home page, whether inside or beyond the site through which the Services are provided; (c) use any automated means, including without limitation, agents, robots, spiders or other applications, to access the Service; (d) work around any technical limitations in the API; (e) reverse engineer, decompile or disassemble the API; (f) publish any part of the API for others to copy; (g) falsify or alter any unique referral identifier in, or assigned to, Your application in which the API is used, or otherwise obscure or alter the source of queries coming from Your application to the Service; (h) use the Service or the API to perform stress or performance testing on the Service; (i) take any action that Autodesk determines imposes an unreasonably or disproportionately large burden on Autodesk’s infrastructure, including the Service; (j) use the Service or the API to impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity; (k) use the Service or the API to harass or disparage any person or entity, including, but not limited to, Autodesk; or (l) use the Service or the API to Collect or store personal data about any person or entity, including other users of the Service.
4. PRIVACY POLICY.
Your access to and use of the Service and the API is also subject to Autodesk’s Privacy Policy, available at http://usa.autodesk.com/adsk/servlet/index?siteID=123112&id=786921, as it may be modified from time to time in Autodesk’s sole discretion. You understand and agree that Autodesk may access, preserve and disclose Content and/or information about You if we believe in good faith that disclosing this information is necessary to identify, contact, or bring legal action against someone who may be violating Autodesk's Terms of Use or intellectual property rights, or to comply with any law or regulation, or to protect the rights, property or safety of Autodesk, its affiliates or the public. Your data may be processed and stored on Autodesk’s or its agents or service providers’ computers in the United States or other countries. By using the Service or API, You consent to the transfer of any personal data to the United States or any other country outside of your home country where Autodesk or its agents or service providers are providing services or processing or storing personal data in accordance with the terms of Autodesk’s Privacy Policy.
5. INDEMNITY. You shall, at your sole expense and to the fullest extent permitted by law, indemnify, defend, and hold harmless Autodesk, its affiliates, agents and suppliers, and each of their respective directors, officers, and employees (collectively, the “Indemnitees”) against any and all losses, liabilities, expenses (including reasonable attorneys’ fees) suffered or incurred by an Indemnitee by reason of any claim, suit or proceeding (a "Claim") arising out of or in connection with: (1) an assertion that the Content, or the use thereof, may infringe any copyright, trademark, or other intellectual property rights of any individual or entity, or are a misappropriation of any individual or entity's trade secret, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials; (2) any breach of or failure by You to comply with these Terms; or (3) Your or Your end user’s use of the Service or API, including the information, content, services, and/or products provided therein. You will not agree to any settlement of any Claim without the prior written consent of Autodesk, and Autodesk shall have the right to participate, at its own expense, in the defense of any Claim with counsel of its own choosing. The foregoing indemnities shall survive expiration or termination of these Terms.
6. WARRANTY DISCLAIMER.
YOU ACKNOWLEDGE AND AGREE THAT:
6.1 THE API AND THE SERVICE AND ALL ASSOCIATED RESULTS ARE PROVIDED BY AUTODESK ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. AUTODESK EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SERVICE, THE API AND ALL ASSOCIATED RESULTS, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YOUR USE OF THE SERVICE AND THE API AND ALL ASSOCIATED RESULTS IS AT YOUR OWN RISK;
6.2 AUTODESK MAKES NO WARRANTY THAT (i) THE SERVICE OR API OR THE RESULTS THEREOF WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS OR THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE API OR SERVICE WILL BE CORRECTED;
6.3 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE OR API IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY RESULTING DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA;
6.4 DUE TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE SERVICE, IT HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE USED. Autodesk SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE RESULTS OBTAINED THROUGH THE USE OF THE SERVICE. YOU ARE RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT AND CONTROL OF THE SERVICE. THIS RESPONSIBILITY INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE SERVICE AND THE SELECTION OF THE SERVICE AND OTHER PROGRAMS TO ACHIEVE INTENDED YOUR RESULTS. YOU ARE ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY AND ACCURACY OF ANY PROGRAM OUTPUT, INCLUDING ALL ITEMS VIEWED USING THE SERVICE; AND
6.5 YOUR SOLE AND EXCLUSIVE REMEDY IF YOU ARE DISSATISFIED WITH THE SERVICE, THE API, OR THE RESULTS IS TO CEASE USING THE SERVICE AND REMOVE THE API FROM YOUR WEBSITE OR APPLICATION.
7. LIMITATION ON LIABILITY.
IN NO EVENT SHALL AUTODESK OR ITS SUPPLIERS HAVE ANY LIABILITY FOR ANY LOSS OR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, THE API OR THE RESULTS THEREOF, INCLUDING DIRECT, INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, REVENUE, OR DATA, BUSINESS INTERRUPTION, OR COST OF COVER. THE LIMITATIONS OF LIABILITY IN THIS SECTION 7 SHALL APPLY TO ALL DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EVEN IF AUTODESK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE.
8. RELEASE AND WAIVER.
To the maximum extent permitted by applicable law, You hereby release and waive all claims against Autodesk and the Indemnitees from any and all liability for claims, damages (direct and consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising out of or in any way connected with use of the Service or the API. 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.
9. TERM AND TERMINATION. These Terms shall become effective on the date You first agree to these Terms by selecting the box indicating that you have read and agree to these Terms of Use, uploading or viewing files or URLs through, or otherwise accessing or using the Service or API, and shall continue in force thereafter until terminated as provided herein. Autodesk may terminate these Terms and/or Your use of the API or Service at any time, with or without notice. You may terminate these Terms at any time with or without notice. Upon any termination of these Terms for any reason, You must immediately cease using the Service and remove all APIs from Your website or other application. Sections 2.1, 2.2, 5, 6, 7, 8, 9, and 10 shall survive any termination of these Terms.
10. GENERAL.
10.1 Governing Law and Jurisdiction. These Terms shall be governed and construed in accordance with the laws of the State of California without regard to conflicts of law provisions. You hereby submit to and waive any objection against the exclusive personal jurisdiction of the United States District Court for the Northern District of California, San Francisco, and the Superior Court of the State of California, County of Marin in respect of all claims, suits and proceedings arising out of or related to the Services, the API or these Terms.
10.2 Severability. If for any reason a court of competent jurisdiction finds any provision of these Terms, or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.
10.3 Notices to Autodesk. Notices to Autodesk pursuant to these Terms shall be sufficient only if in writing and transmitted via personal delivery or delivered by a major commercial rapid delivery courier service or by certified or registered mail, return receipt requested, to: Autodesk, Inc., Attention: Legal Department, 111 McInnis Parkway, San Rafael, California 94903.
10.4 Independent Contractor. The parties’ relationship to each other under these Terms is strictly that of independent contractors. Nothing in these Terms shall in any way constitute or be construed as evidence of intent to establish any association, partnership, joint venture or other relationship.
10.5 Entire Agreement; Waiver. These Terms contain the entire agreement between you and Autodesk with respect to the Service and the API and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Autodesk with respect to the Service and the APIs. 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.
