Autodesk Forge Developer Terms of Service (11/2020)
These Autodesk Forge Developer Terms of Service (these “Terms”) apply to various web services APIs, software as a service (SaaS) APIs and Autodesk Content (“Service” or “Services”) that allow You to develop cloud-based applications, integrate Your applications with Autodesk SaaS applications, or build applications that integrate with Autodesk SaaS applications.
By accepting these Terms during Your account registration or subscription process, or by accessing or using the Services, You confirm Your acceptance of these Terms and Your agreement to be a party to this binding contract. If You do not agree to these Terms, You do not have the right to access or use the Services. You agree to these Terms on behalf of the company or other legal entity for which You are acting (for example, as an employee or contractor) or, if there is no company or legal entity, on behalf of Yourself as an individual (in either case, “You”). You represent and warrant that You have the right and authority (as well as the capacity) to act on behalf of and bind such entity (if any) and Yourself.
Certain capitalized terms used in these Terms are defined in Section 15 (Definitions) or elsewhere in these Terms.
2. Special Terms and Additional Policies Apply to Your Use of the Services.
In addition to these Terms, You agree that You (any Your use of the Services) will comply with all guidelines, rules, policies, and terms and conditions applicable to the Services, or a particular API within the Services, that may be posted by or on behalf of Autodesk on the Site, in the Documentation or otherwise communicated by or on behalf of Autodesk to You from time to time, including the Acceptable Use Policy, any Special Terms, any applicable third-party terms, the Pricing Schedule and the Privacy Statement (collectively, 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. If there is any conflict between these Terms and any Additional Terms, with respect to the Services, the following order of precedence will govern: Privacy Statement, the Acceptable Use Policy, Special Terms, these Terms and any other Additional Terms.
3. Your Account.
To access the Services, You will need to create an Autodesk account. You are responsible for all activities that occur under Your account, regardless of whether the activities are undertaken by You or others. 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 account 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 account, and will not do anything else that might jeopardize the security of Your account. Please contact Autodesk immediately if You suspect any unauthorized use of Your Keys or Your account, or if any information about Your account or Keys has been lost or stolen.
4. Services Generally.
4.1 Autodesk will Provide the Services to You.
Subject to, and conditioned on Your compliance with, these Terms, Autodesk will provide You, during the Service Term, the Services for the sole purpose of developing, testing, integrating, operating and supporting Your Application. You may permit the Services to be accessed and used by Your Authorized Users, provided such access and use is solely for Your internal business purposes, and in the form made accessible or provided by Autodesk. You agree to be responsible for compliance with these Terms by Your Authorized Users. All references to Your access and/or use of the Services in these Terms include access and/or use of the Services by Your Authorized Users.
4.2 Autodesk Content.
As part of the Services, Autodesk may make available Autodesk Content. You may use Autodesk Content subject to, and conditioned on Your compliance with, the license terms provided with or accompanying such Autodesk Content (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, 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.
4.3 Beta Services Not for Production Use.
From time to time Autodesk may make available Services (or a feature of a Service) that are labelled “pre-release,” “tech preview,” “beta” or similar designation (collectively “Beta Services”). Except as expressly set forth in the Additional Terms, any Beta Services are expressly for non-production, non-commercial use and may be used solely for testing and evaluation purposes. As such, any Application using any Beta Services may not be used for any production use, commercial use, professional use, or other purpose from which You or others derive any material economic benefit (including competitive analysis). Beta Services may not be fully tested and may never be put into production.
4.4 Free Services.
From time to time Autodesk may make available certain Services labeled “trial,” “free,” “evaluation,” or similar designation (collectively, “Free Services”). Unless otherwise set forth on the service offering, such Free Services may be used for production, commercial use, subject to then-current applicable usage limits, except that Beta Services included in any Free Services are subject to all the non-production, non-commercial and other use restrictions set forth in Section 4.3 above.
4.5 Third-Party Material.
Through the Services, You may have access to third-party designs, libraries, links, data, applications, software, services or other third-party material (collectively, “Third-Party Material”). The Third-Party Material may be governed by different terms found in such Third-Party Material (e.g., in the “About Box”) or a web page specified by Autodesk or in the Documentation or Special Terms for the Services (“Third-Party Terms”). All access to Third-Party Material is governed by the applicable Third-Party Terms and may require Your agreement to separate terms or payment of additional fees. You agree that any viewing, use or access of Third-Party Material by You or Your Authorized Users is at Your sole risk. Under no circumstances will Autodesk be liable for any loss or damage caused by Your viewing, use or reliance on Third-Party Material. Any dealings between You and any third party in connection with such Third-Party Material, including 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 Material.
4.6 Autodesk May Change, Limit, or Discontinue the Services.
Autodesk may improve, change or discontinue the Services (including features, functions or APIs within a Service), from time to time. Autodesk will endeavor to provide notice of any material change that, when taken as a whole, has a materially adverse impact on the Services, including any planned discontinuation of the Services, except that Autodesk may not provide notice for any changes made (a) for security or legal reasons or (b) to any Free Services and/or Beta Services. Autodesk bears no responsibility or liability for any change or discontinuation. Autodesk may release subsequent versions of the Services (including adding or removing functionalities or features or replacing third-party components or software included in the Services with new versions thereof), requiring You to use the most recent version thereof, and/or to make backwards-incompatible changes to Your Applications using the Services. You are responsible to ensure that Your access to and use of the Services is compatible with Autodesk’s then-current requirements.
4.7 Autodesk May Monitor Your Usage.
Autodesk may monitor Your usage of the Services to verify compliance with these Terms. You will provide Autodesk with any information or material 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 suspend or terminate Your (including Your Authorized Users’ or End Users’ or Your Application’s) access to the Services if Autodesk determines in its sole judgment that You, Your Authorized Users, Your Application, or End Users (a) have violated these Terms, (b) pose a security or privacy risk, (c) have inappropriately accessed, used, or disclosed Autodesk Content or (d) have or may otherwise threaten or damage the reputation of any Autodesk Party.
4.8 Connection to the Internet.
Some Services may cause automatic connection to the internet without additional notice to you, for example when accessing Third-Party Material located at a third-party website.
5. Your Content and Your Feedback.
5.1 Your Content is Yours.
You will retain ownership of Your Content. Autodesk does not claim any ownership rights in Your Content. Accordingly, You are responsible for all of Your Content. You warrant that Your Content does not infringe or misappropriate any rights of any third party and its use with the Services complies with these Terms and all applicable Laws. Autodesk recommends that You secure and protect Your Content by maintaining copies on Your own computer or local network and using appropriate encryption and security technology to protect Your Content. By creating, submitting, uploading or otherwise making Your Content available to Autodesk and/or others, You acknowledge and agree that You will evaluate and bear all risks associated with Your Content being used with the Service.
5.2 You Will Not Store Sensitive Personal Information or End User Personal Information.
You acknowledge and agree that Autodesk may use third-party service providers in connection with the Services, including 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 Services is not intended for the storage of any Sensitive Personal Information or End User Personal Information. You will not (and will not permit anyone else to) upload or otherwise submit any Sensitive Personal Information or End User Personal Information in connection with the Service. You also acknowledge and agree that Autodesk will have no responsibility or liability with respect to any such Sensitive Personal Information or End User Personal Information that may be processed, transmitted, disclosed, or stored in connection with the Service.
5.3 You Permit Autodesk to Use Your Content.
Your use of the 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) at Your request, or with Your consent – for example, when providing You support, or addressing a technical issue or other request, (b) in connection with providing and improving the Services (including maintaining, securing, updating and modifying the Services), or (c) in connection with legal obligations, investigations or proceedings. By submitting, uploading, or displaying Your Content in or through the Service, You hereby grant to Autodesk, for the sole purpose of providing and improving the Services (including maintaining, securing, updating and modifying the Services) or otherwise in accordance with these Terms, a worldwide, royalty-free, 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. You represent and warrant to Autodesk that You have all the rights, power and authority necessary to grant the licenses and rights set forth in these Terms.
5.4 Deleting Your Content.
If You delete Your Content from the Services, You understand it may persist in backup and archival copies, and usage data may persist in metering systems and logs. Autodesk has the right (but not the obligation) to delete inactive sites or accounts or purge related content without further notice.
From time to time Autodesk may request Your Feedback to improve the Services. 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 or proprietary information in any Feedback.
6. Your Use of the Services.
6.1 Compliance with Laws and Privacy Statement.
You will comply with all applicable Laws with respect to Your access to and use of the Services. You acknowledge and agree that, by using the Services, You consent to the collection, use, processing, and storage of Your Personal Information (and usage Metrics related to Your use of the Services) as described in the Privacy Statement, including cross-border transfers as described in the Privacy Statement.
6.2 No Use by Competitors.
Except with Autodesk’s prior written consent, You may not access or use the Services if You are a direct competitor of Autodesk.
6.3 Restrictions on Your Use of the Services.
Except as expressly permitted in these Terms, You must not (nor permit anyone else to): (a) sublicense, sell, resell, transfer, assign, rent, loan, lease, distribute or otherwise commercially exploit or make available to any third party the Services, the Autodesk Content, or any rights granted in these Terms in any way; (b) create an Application that functions substantially the same as the Services or any part of the Services and offer it for use by third parties; (c) access or use the Services or the Autodesk Content for the purpose of building or providing a competitive product or service, as determined by Autodesk in its sole discretion; (d) decompile, disassemble or otherwise reverse engineer the Services or the Autodesk Content, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Services or the Autodesk Content; (e) perform any action that introduces any viruses, worms, Trojan horses, malware or any other destructive devices; (f) take any action that Autodesk determines imposes an unreasonably or disproportionately large burden on Autodesk's (or its designated third parties') infrastructure, including the Services; (g) attempt to bypass, delete or manipulate any metering or technical limitations of the Services or the Autodesk Content;(h) use the Services or the Autodesk Content for any unlawful or unethical purpose; and/or (j) attempt to remove, obscure or alter any proprietary notices or links to proprietary notices or terms applicable to the Services or the Autodesk Content.
The Pricing Schedule may contain additional restrictions or limits. Notwithstanding anything to the contrary in these Terms or the Pricing Schedule, Autodesk may at any time impose or adjust the capacity limits on the Services for any API, during any individual session or in the aggregate, and the Services may not be available in certain geographical areas or languages.
7. Your Application and Your End Users.
7.1 Additional Value.
Your Application must add significant functionality to the Services and may neither (a) offer merely a part of the Services or Autodesk Content or (b) expose any API or Autodesk Content to any third party, or (c) be a reimplementation or duplication of the Services or Autodesk Content. Any of the Service’s capability to translate from one file format to another is offered as an incidental part of the Services as a whole, and must be deployed with as an incidental part of the Services used by Your application. Accordingly, Your Application may not use any part of the Services to provide an automated translation service to You or Your customers, or where a substantial value of the Application is to provide translation from one file format to another.
7.2 You are Responsible for Developing and Supporting Your Application.
You acknowledge and agree that You will be solely responsible (a) for all development, distribution and use of any Applications, including all related costs, expenses, losses and liabilities; and (b) 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 (i) 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 (ii) Autodesk is not responsible for monitoring or policing any dispute related to Your Application or its use or the use of the Services or any Content that may arise between or among You, Your Authorized Users, any End User, or any other third party.
7.3 You Will Implement Security Measures and not Include Harmful Code.
You will take all reasonable security measures to ensure the security of each Application and prevent the interception of any data transmitted to and from such Application or 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 Services 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.
7.4 Compliance with Laws Relating to Your Application.
You will comply with all applicable Laws related to each Application, including the development, marketing, sale, distribution and use of the Application. 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 Services through You (including Your End Users). Pursuant to applicable Laws, Your Application will reasonably allow Your End Users to export their content and data to other services or applications of their choice. Upon Autodesk’s request, You will promptly provide to Autodesk copies of any regulatory approvals or other approvals relating to any Application. You will not seek any regulatory permissions or make any determinations that may result in Autodesk or the Services (or any part thereof) being deemed regulated or that may impose any obligations or limitations on Autodesk.
7.5 Your Agreement with End Users.
8. Autodesk Trademarks.
8.1 Use of Autodesk Marks.
Subject to Your compliance with Autodesk’s trademark guidelines for use and other requirements communicated by Autodesk from time to time, during the Service Term, you may use Autodesk Forge® or other Autodesk trademarks, service marks or product names in a referential phrase to accurately describe that Your Application uses (or is ‘for use with’ or ‘integrates’ or other accurate descriptor) the Autodesk Forge Service (or other Autodesk product, as applicable).
8.2 Autodesk Brand Features.
Autodesk may permit and/or require certain Autodesk Brand Features be featured in Your Application or in marketing or promotion of Your Application. When using Autodesk Brand Features, You will comply with Autodesk’s trademark guidelines for use and other requirements communicated by Autodesk. Subject to Your compliance with all such applicable use requirements, Autodesk hereby grants to You, under Autodesk’s intellectual property rights in and to Autodesk Brand Features that Autodesk may make available to You through certain Services, a limited, non-transferable, non-assignable, non-sublicensable, and non-exclusive license during the Service Term to use such Autodesk Brand Features solely in connection with Your Application. Except as otherwise permitted or required by Autodesk, You may not indicate that Your Application is “Powered by Autodesk” or “Powered by Autodesk Forge” or similar phrasing.
(a) No Removal or Modification of Autodesk Brand Features. Except as otherwise offered by Autodesk, if the Autodesk Brand Feature (e.g., “Powered by Autodesk Forge®”) appears on any aspect of an Autodesk Forge Service (e.g., in the load screen and/or screen footer), You may not remove or modify it without Autodesk’s permission and You agree not to obscure or distort it.
(b) Quality of Application. To maintain the distinctiveness and goodwill of the Autodesk Forge Service, You will ensure that Your Application is in compliance with applicable Laws, as set forth in Section 7.4, and performs in a manner consistent with the highest applicable industry standards and with any quality standards, specifications, and other requirements communicated by Autodesk.
(c) No Other Use of Autodesk Brand Features. You may not use the Autodesk Brand Feature in any manner except as that Autodesk Brand Feature has been implemented by Autodesk in an Autodesk Forge Service. For example, You may not use the “Powered by Autodesk Forge®” Brand Feature in any marketing, on Your website, or in association with download of or access to Your Application. Although you may referentially and accurately indicate that Your Application uses the subject Autodesk Forge Service (or other feature(s) of the Autodesk Forge Service) in compliance with Autodesk’s trademark guidelines for use and other requirements, You may not indicate that Your Application is “Powered by Autodesk Forge®” or “Powered by Autodesk” (or other similar phrasing).
8.3 Your Use Will Inure to Autodesk’s Benefit; No Challenges.
All use by You of any Autodesk trademark, service mark, product name or Autodesk Brand Feature will inure to the benefit of Autodesk. To the maximum extent permitted by applicable Law, at any time during or after the Service Term, You will not: (a) challenge, contest or oppose, nor assist others to challenge, contest or oppose, Autodesk’s ownership of and rights in any Autodesk trademark, service mark, product name or Autodesk Brand Feature or their registrations; (b) use or register, or attempt to register, any Autodesk trademark, service mark, product name or Autodesk Brand Feature (including domain names incorporating elements of the same) or any trademarks, service marks, trade names, domain names or other indicators that are confusingly similar to any Autodesk trademark, service mark, product name or Autodesk Brand Feature in any way (including sound, appearance and spelling); or (c) misappropriate any Autodesk trademark, service mark, product name or Autodesk Brand Feature for Your or any third party’s use.
8.4 Autodesk May Review Your Marketing Material that Include Autodesk Marks or Autodesk Brand Features.
If requested by Autodesk, You will promptly provide for Autodesk’s review copies of all marketing and promotional material that use Autodesk trademarks, service marks, product names or Autodesk Brand Features or that relate to the Application. If Autodesk, in its sole discretion, determines that Your use of any Autodesk trademark, service mark, product name or Autodesk Brand Feature is not in compliance with these Terms, You will promptly change or stop using the material as directed by Autodesk.
8.5 Revocation or Termination of Rights to Use Autodesk Marks or Autodesk Brand Features.
Autodesk may revoke Your right to use any Autodesk trademark or service mark, product name or Autodesk Brand Feature, if Your use of such any Autodesk trademark or service mark, product name or Autodesk Brand Feature does not comply with the applicable requirements of these Terms. Effective upon the termination or expiration of the Service Term, You must cease all usage of the subject Autodesk trademark, service mark, product name or Autodesk Brand Feature.
9. Fees and Taxes.
If You purchase a subscription to the Services, You agree to pay any fees, taxes and duties for the Services pursuant to the terms agreed between You and Autodesk at the time of the subscription or any renewal thereof. If You exceed any applicable quotas or other limits on the usage of any Services as set forth in the Pricing Schedule, Autodesk may, at its sole discretion: (a) suspend and/or terminate Your access to and use of certain Services until such time that the applicable amounts have been paid, or (b) permit You to temporarily continue to access or use certain Services without additional charge; provided, that Autodesk reserves the right, and has sole discretion, at any time, to impose fees (including without limitation, amounts applicable to such excess usage) as a pre-condition to any continued access to or use of Services or other Autodesk Material.
9.2 Autodesk May Change Fees.
The Pricing Schedule and Fees are subject to change. Any such change will be effective upon notice (including posting on the Site) of the modified pricing by Autodesk, provided, however that any such change shall not affect any pre-paid subscriptions for the duration of such subscription (not including any renewal periods).
10. Proprietary Material.
10.1 Autodesk and Its Licensors Own the Services and other Autodesk Material.
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 Services and other Autodesk Material. 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.
10.2 Protection of Autodesk Material.
The structure, organization and source code of the Services constitute valuable trade secrets and proprietary and confidential information of Autodesk. Furthermore, through the use of the Services, certain Autodesk Material that is labelled confidential or proprietary (including all APIs) may be disclosed to You or Your Authorized Users. You may not disclose any such proprietary or confidential information to any third parties, including any End Users.
10.3 Covenant Not to Sue.
Notwithstanding anything to the contrary in these Terms, You covenant that You will not make or assert any claim, or bring suit asserting patent rights, against Autodesk that relate in any way to any API or Service.
11. 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 end of the term of the applicable Services and subscription level for which You have paid (for a paid Service), as set forth in the Pricing Schedule, (b) the discontinuation of the Services by Autodesk, or (c) the date these Terms are terminated in accordance with this Section 11.
11.2 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) 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 Trial or free plan), (b) suspend the Services and Your access to the Services, and/or (c) suspend other Autodesk obligations or Your rights under these Terms.
11.3 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.
11.4 Free Services May be Terminated at Any Time.
For all Free Services, (a) these Terms may be terminated at any time by Autodesk or by You, with or without cause, effective upon notice of termination; and (b) if no expiration date or Service Term is identified in the Pricing Schedule, then these Terms will terminate on the first anniversary of the Effective Date. It is Your responsibility to retain copies of Your Content at all time. Autodesk is not responsible for storing any of Your Content created, submitted, uploaded or made available to Autodesk in connection with the use of any Free Services, and may delete any such Content, and all backups thereof, at any time without notice. Autodesk 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 Free Services.
11.5 Effect of Termination.
Upon termination of these Terms for any reason, You, Your Applications, Your Authorized Users, and End Users must immediately (a) cease accessing or using the Services, the Autodesk Content, API, API Information, API Sample Code, Autodesk Brand Features, and other Autodesk Material, (b) destroy all copies of the foregoing that 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 Services) from all of Your software and other materials (including any Application).
11.6 Effect of Termination on Your Content.
Upon termination of any paid subscription to the Services, 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 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. Within thirty (30) days after the end of the Service Term (“Content Retrieval Period”), and provided You have paid all amounts due in connection with the Services, Autodesk will grant You limited access to the Services for the sole purpose of allowing You to retrieve Your available Content.
The following provisions of these Terms will survive expiration or termination and continue to apply indefinitely: Sections 1, 2, 4.5, 5, 6, 7.5, 8.3 and 9 -15.
12. Disclaimer of Warranties; Limitations of Liabilities.
12.1 Warranty Disclaimer.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” AUTODESK MAKES 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 SERVICES, 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 MATERIAL IS AT YOUR OWN DISCRETION AND RISK. AUTODESK DOES NOT WARRANT THAT ANY USE OF OR ACCESS TO THE AUTODESK MATERIAL 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; THAT ERRORS OR FAILURES WILL BE CORRECTED OR REMEDIED; OR THAT YOUR CONTENT AND/OR DATA WILL BE EITHER STORED OR DELETED. AUTODESK DOES NOT WARRANT THAT THE AUTODESK MATERIAL 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 ASSUMES NO RESPONSIBILITY AND WILL HAVE NO LIABILITY OF ANY KIND FOR) (1) THE DECISIONS THAT YOU MAY MAKE REGARDING THE AUTODESK MATERIAL; (2) USE OF THE AUTODESK MATERIAL INCLUDING ANY CONTENT, DATA, INFORMATION, OR OTHER MATERIAL ACCESSED BY YOU OR YOUR END USERS IN CONNECTION WITH THE SERVICES INCLUDING IMPACT TO YOUR COMPUTER SYSTEM OR LOSS OF DATA; OR (3) ANY EFFECTS ON YOUR BUSINESS THAT MAY RESULT FROM SUCH USE. AUTODESK MAKES NO WARRANTIES TO ANY THIRD PARTY. AUTODESK DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE 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 OR ITS REPRESENTATIVES WILL CREATE ANY WARRANTY OR IN ANY WAY AFFECT THE DISCLAIMERS OF WARRANTIES OR LIMITATIONS OF LIABILITY EXPRESSLY PROVIDED IN THESE TERMS.
12.2 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. AUTODESK 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 AND 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.
12.3 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; AND (B) THE TOTAL CUMULATIVE LIABILITY TO YOU, AND THE TOTAL CUMULATIVE COLLECTIVE LIABILITY OF AUTODESK, 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 SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM (NO MATTER WHEN PAYMENTS WERE ACTUALLY MADE), OR (ii) ONE HUNDRED DOLLARS ($100). You agree that You are solely responsible for (and that Autodesk has no responsibility to You or to any third party for) any 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).
12.4 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 Services and rights granted under these Terms, and Autodesk would not have entered into these Terms, or provided the Services or rights, in the absence of such warranty disclaimers, limitations of liability and indemnities.
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 of any individual or entity or fails to comply with the privacy or data protection Laws, (iv) contains any libelous, defamatory, disparaging, pornographic, or obscene material, (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; or (c) access to or use of the Services by You (including Your Authorized Users), Your End Users, or anyone who accesses the Services through You (whether or not such access is authorized by You or by Autodesk). 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 Services as provided by Autodesk infringe a copyright or patent or misappropriates a trade secret of any third party or (ii) the name of the Services infringes a trademark of a third party.
14. General Legal Terms.
14.1 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 email to Your registered email 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 11. If You continue to access or use any Services 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 revision date of these Terms.
14.2 Contracting Autodesk Entity, Governing Law and Jurisdiction.
Depending on where Your principal place of business is (or, if You are an individual, where You are a resident), the Autodesk entity contracting with You, the governing law and the court of exclusive jurisdiction will vary.
Your principal place of business (or, if You are an individual, the place of Your residency)
Reference to “Autodesk entity” in this Section 14.2 means the following Autodesk entity:
Governing law is:
Exclusive jurisdiction/forum for dispute resolution:
Autodesk, Inc., a Delaware corporation
(i) State of California, and (ii) to the extent controlling, federal laws of the United States
(i) United States District Court for the Northern District of California in San Francisco, or (ii) Superior Court of the State of California, County of Marin
Mainland China, Hong Kong and Macau
Autodesk, Inc., a Delaware corporation
Arbitration before three arbitrators in Hong Kong administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC administered arbitration rules in force when the notice of arbitration is submitted
Europe, the Middle East or Africa
Autodesk Ireland Operations Limited, an Irish company
Courts of Ireland
Asia, Oceania or the Asia-Pacific region, other than Mainland China, Hong Kong and Macau.
Autodesk, Inc., a Delaware corporation
Courts of Singapore
Worldwide unless in a country or region described above
Autodesk, Inc., a Delaware corporation
(i) State of California, and (ii) to the extent controlling, federal laws of the United States
(i) United States District Court for the Northern District of California in San Francisco, or (ii) Superior Court of the State of California, County of Marin
14.3 Export Control Laws Apply.
Your use of the Services must comply with all applicable export control and international trade laws and regulations, including but not limited to those of the United States (the “Export Control Laws”). You must not access or use the Services from within a U.S.-sanctioned location or if You appear on any U.S. government restricted parties list. You will not use the Services in connection with a restricted end use, such as work on nuclear/chemical/biological weapons or missile systems capable of delivering them, without first obtaining any required government approvals. You will not use the Services in connection with technical data that is controlled under the International Traffic in Arms Regulations (“ITAR”), any of its foreign counterparts, or any national security laws or regulations. You will not use the Services to upload or transmit any content or materials that cannot legally be exported to the United States or to disclose, transfer, download, export or re-export, directly or indirectly, Your Content, Autodesk Material or any other content or material to any country, entity or other party that is ineligible to receive such items under the Export Control Laws or other applicable law or regulation.
14.4 What to Do about Claims of Copyright Infringement.
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. 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. The English language version of these Terms will be the version used when interpreting or construing these Terms, and any notices in connection with these Terms will be provided in the English language. Les parties ci-dessus confirment leur désir que cet accord ainsi que tous les documents, y compris tous avis qui s’y rattachent, soient rédigés en langue anglaise.
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 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.
14.7 Electronic Communications.
When Autodesk sends emails 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 Autodesk provides to You electronically satisfy any legal requirement that such communications be in writing. This condition does not affect Your statutory rights.
14.8 US Government.
For U.S. Government procurements, the Services constitute or include Software and are deemed to be commercial computer software as defined in FAR 12.212 and subject to restricted rights as defined in FAR Section 52.227-19 “Commercial Computer Software - Restricted Rights” and DFARS 227.7202, “Rights in Commercial Computer Software or Commercial Computer Software Documentation,” as applicable, and any successor regulations. Any use, modification, reproduction release, performance, display or disclosure of the Software by the U.S. Government will be solely in accordance with license rights and restrictions described herein.
14.9 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 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 (including cyber – 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.
14.10 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).
15.1 “Acceptable Use Policy” means the Acceptable Use Policy located at the Site, as it may be modified from time to time in Autodesk’s sole discretion.
15.2 “Additional Terms” has the meaning set forth in Section 2.
15.3 “API” means an application 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.
15.4 “API Information” means the API information provided by Autodesk to You or other users of the Services that specifies the requirements for interfacing to (e.g., accessing or directing the functions of) the Services or software included in or used to provide the Services.
15.5 “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.
15.6 “Application” means a software application or website that uses the Services 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 Services and not merely serve as a basis for using the functionality of the Services.
15.7 “Authorized Users” means Your individual employees, consultants, contractors, and agents who access and use the Services on Your behalf.
15.8 “Autodesk” means Autodesk, Inc. together with its subsidiaries and other affiliates.
15.10 “Autodesk Material” means the Services, Autodesk Content, Site, Autodesk Brand Features, APIs, and any other content, data or material provided or used in connection with, or generated by, the Services, together with any related intellectual property rights.
15.11 “Autodesk Party” or “Autodesk Parties” means Autodesk, each of its licensors and suppliers; and the respective officers, directors, employees and other agents of Autodesk and such licensors and suppliers.
15.12 “Brand Feature(s)” means the trade names, trademarks and service marks (including logos), domain names, and other distinctive brand features of Autodesk that may be made available to You by Autodesk in connection with the Services.
15.13 “Claim” means any legal claim, suit or proceeding.
15.14 “Content” means any files, designs, models, data sets, project information, material, documents, computer programs (including any modules, components, functions and features of a computer program), media, audio, videos, comments, notes, links and other project-related content, data and information.
15.15 “Content Retrieval Period” has the meaning set forth in Section 11.6.
15.16 “Documentation” means any technical or security requirements and developer documentation for the Services made available to You by Autodesk. Documentation includes, without limitation, developer guides, ReadMe files and in-code documentation.
15.17 “End User” means Your customers and/or other users who will be using Your Application.
15.18 “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.
15.19 “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.
15.20 “Feedback” means any suggestions, proposals, ideas, contributions, or other information provided by You (whether or not through Your Authorized Users) to Autodesk regarding the Service, the Autodesk Content, or other Autodesk products or services (whether existing, planned or otherwise).
15.21 “Law(s)” means any declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule, law, or other requirement of or by any governmental authority.
15.22 “Metrics” means information about You and Your use of the Services (which may include storage space used, features of the Services used, metadata, index and similar information about the content stored, processed or accessed using the Services and similar information).
15.23 “Personal Information” has the meaning set forth in the Privacy Statement.
15.24 “Pricing Schedule” means the then-current general published pricing schedule for the Service, or as otherwise agreed upon between You and Autodesk in an order form or other ordering document or agreement signed by You and Autodesk.
15.26 “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.
15.27 “Services” has the meaning set forth in the first sentence of these Terms.
15.28 “Service Term” has the meaning set forth in Section 11.1.
15.29 “Site” means the Autodesk developer portal which provides access to the Services and related information, and alternative and successive websites that Autodesk may designate from time to time.
15.30 “Special Terms” mean particular entitlements to or restrictions on the Services. Special Terms may apply to any aspect of the Service, including any particular API, or to a particular category of user or entitlement.
15.31 “Terms” means these Autodesk Forge Terms of Service, including the Additional Terms.
15.32 “Third-Party Material” shall have the meaning set forth in Section 4.5.
15.33 “Your Content” means any Content that You provide to Autodesk for processing, storage or hosting by the Services whether created by You, Your End Users or other third parties, except that Your Content does not include Autodesk Content, Autodesk Material or any account information, billing or usage data.