Autodesk may modify these Terms at any time by posting the revised Terms on the Site associated with the Service. You are responsible for regularly reviewing the most current version of these Terms, which is available online on the Site. If a modification is unacceptable to You, You must immediately stop using the Service. Your continued use of the Service after any such modification will constitute your acceptance of such modification.
1.1 Use of the Service. Subject to the limitations and conditions set forth in these Terms, Autodesk grants You a nonexclusive, nontransferable license to access and use the Service through the Site to create, view, collaborate and share information, and to use or download Content (defined below) on or through the Service. Autodesk reserves the right to require You to create an account in order to use the Service, and You (i) represent and warrant that all information submitted by You during the registration process is accurate and (ii) agree to update this information to keep it accurate and complete during the term of these Terms. You also agree that You will not share Your password, let anyone else access Your account, or do anything else that might jeopardize the security of Your account.
1.2 Modifications to Service. Autodesk reserves the right, from time to time in its sole discretion, to (a) modify or release subsequent versions of the Service, (b) impose license keys or other means of controlling access to the Service, (c) charge a fee for use of the Service, (d) impose a limit on the number of transactions that You may request through the Service, limit the amount of file storage used, or otherwise limit or suspend your access to the Service, and (e) 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 Service.
1.3 Sharing and Deleting Content. The Service permits You to share designs, materials, documents, programs, media, images, data, comments, notes, file names and other content and information that are submitted, uploaded, or otherwise shared by You on or through the Service (the "Content"), and You acknowledge that if You choose to share the Content with other users of the Service ("Users") (whether by publishing the Content to a group or otherwise), other Users will be able to view, use, modify and share the Content. Autodesk acknowledges that it does not own the Content that You or other Users make available through the Service. You are responsible for protecting and backing up Your own Content. You may delete Content from the Service (however, You understand that removed Content may persist in backup copies for a reasonable period of time). Autodesk shall have no responsibility or liability for the deletion of or failure to store any Content, and reserves the right to delete inactive Content or purge Content from time to time in its sole discretion.
1.4 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.
1.5 Software. Any software made available for downloading from the Service (including software-as-a-service applications made available through the Site) ("Software") shall be subject to the end user license agreement accompanying such Software.
1.6 Pre-Release Product Feedback. You acknowledge that the Software, Service and Site are experimental in nature and have not been tested in any manner, and Autodesk does not represent that they are reliable, accurate, complete, or otherwise valid. In using the Software and Service, You may provide certain comments, suggestions, data, or other information to Autodesk (collectively "Feedback"). Autodesk shall have the right to retain and use any such Feedback in current or future products or services, without additional compensation to You. To the extent such Feedback is protectable under intellectual property laws, You agree to cooperate with Autodesk as needed to obtain such protection as Autodesk may desire and You agree to assign Your rights to such Feedback to Autodesk.
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 Content through the Service. By creating, submitting, posting, or otherwise making Content available to Autodesk and/or other Users of the Service, You (a) acknowledge and agree that You are responsible for protecting the confidentiality of any Content You choose to share, and (b) grant (or warrant that the owner of such rights has expressly granted) Autodesk and the other Users of the Service a perpetual, irrevocable, non-exclusive, royalty-free, paid-up, worldwide, sub-licensable license to store, display, reproduce, modify, use and transmit the Content. Autodesk may use such Content solely for the purposes of formatting, maintenance, repair, protection, organization, or other administration of the Site and Service in the ordinary course of Autodesk’s, or its designated third parties’, provision of the Service.
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 Site, 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 Site. The Service and Site are licensed, not sold.
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 and Activities. You acknowledge and agree that You are solely responsible for all Content You create or submit using the Service and for Your conduct while using the Service. As between Autodesk and You, You are solely responsible for all Content and activities that occur within groups that You create, including, without limitation any comments, information, questions, data, plans, feedback, ideas, descriptions of processes, or other information submitted, posted, reproduced, published, distributed, or otherwise transmitted by You or any User through the Site or Service. You may use the Site and the Service for lawful purposes only. You acknowledge that: (i) You will evaluate and bear all risks associated with the use of any Content, including any reliance by You or any User on the accuracy, completeness, or usefulness of such Content; and (ii) under no circumstances will Autodesk be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damages or any kind incurred as a result of Your or any User’s use, deletion, modification, or correction of any Content. You further agree that You will not post Content or take any action on the Site that infringes or violates someone else's rights or otherwise violates the law or Autodesk’s Rules Of Conduct (available at http://usa.autodesk.com/company/legal-notices-trademarks/terms-of-use). Autodesk may remove any Content or information You post on the Site and/or terminate Your ability to access the Service without notice to You if we believe that it violates this statement.
3.2 Export Control. You acknowledge and agree that Your use of the Service 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 created or submitted 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 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.
3.3 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) use the Service to perform stress or performance testing on the Service; (e) take any action that Autodesk determines imposes an unreasonably or disproportionately large burden on Autodesk’s infrastructure, including the Service; (f) use the Service to impersonate any person or entity or falsely state or otherwise misrepresent Your affiliation with any person or entity; (g) use the Service to harass or disparage any person or entity, including, but not limited to, Autodesk; or (h) use the Service to collect or store personal data about any other person or entity, including other Users of the Service.
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 use of the Service, 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 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 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 ALL ASSOCIATED RESULTS IS AT YOUR OWN RISK;
6.2 AUTODESK MAKES NO WARRANTY THAT (i) THE SERVICE OR THE RESULTS THEREOF WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE SERVICE WILL BE CORRECTED;
6.3 ANY INFORMATION OR MATERIAL OBTAINED THROUGH THE SERVICE 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 OR THE RESULTS IS TO CEASE USING THE SERVICE.
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 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. 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, uploading or viewing Content through the Site, or otherwise accessing or using the Service, and shall continue in force thereafter until terminated as provided herein. Autodesk may terminate these Terms and/or Your use of the 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. You acknowledge and agree that Autodesk also may delete the Content and data from the Service (and all backups thereof), without further notice upon any termination or expiration of these Terms, and that Autodesk is not liable for any loss or damage which may be incurred by You or any third parties as a result of such deletion. Sections 1.6, 2.1, 2.2, 5, 6, 7, 8, 9, and 10 shall survive any termination of these Terms.
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 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 supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and Autodesk with respect to the Service. 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.
10.6 Assignment. You agree that Your rights and obligations under these Terms may not be transferred or assigned and Your duties may not be delegated directly or indirectly without the prior written consent of Autodesk in its sole discretion. Autodesk may assign or otherwise transfer its rights and obligations to successors-in-interest (whether by purchase of stock or assets, merger, operation of law, or otherwise) of that portion of its business related to the subject matter hereof. Any attempted assignment in violation of this Section 10.6 shall be a material breach of these Terms and shall be void. Subject to the restrictions set forth in this Section 10.6, all of the terms and conditions of these Terms shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and permitted assigns of the parties hereto.