Last Updated: June 05, 2013
What are these Terms?
These terms form a binding contract between you and us (“these Terms”) regarding your access to and use of any of our web sites, mobile and/or online applications, services, products and Software that contain a link to these Terms (individually and collectively, the “Service”). These Terms include the provisions below and any special terms and conditions relating to the Service (such as, for example, how others can use Your Content, how to contact us, terms regarding membership and subscriptions [if any], the “Special Service Terms”), which can be found at the Special Service Terms link above. Please Note: These Terms only cover the Service. If you use any of our other products and services, different terms and conditions will apply. For example, when you use one of our Autodesk 360 products or services, your contract with us is governed not by these Terms but by the following terms: http://usa.autodesk.com/adsk/servlet/index?siteID=123112&id=17752585.
If you have questions on we collect, store and use data, go to Section 9 below (Consent to Collection and Use of Data) and also read our Privacy Statement at: www.autodesk.com/privacy.
1. Who should access the Service? You must be 13 years or older to access or use the Service (or any part of it). If you are not an adult, meaning you are not at least the legal age of consent where you reside, you must have your parent or legal guardian agree to these Terms on your behalf and supervise your access to and use of the Service. If you don’t meet the foregoing requirements, you are not authorized to access or use the Service.
2. Changes to the Service or these Terms. We may make changes to, update (or not update) or discontinue any part, element, functionality, availability or offering of the Service. We may also make changes or updates to these Terms at any time and for any reason in our sole discretion, including complying with applicable law. If we make any material changes to these Terms, we’ll provide notice to you in any way we deem reasonable including, for example, by posting a notice of the change on our web site(s) or in-service, or by sending a notice to your email address if you’ve given it to us. If you don’t agree to those changes, see Section 19.g. below (Changes or Updates to these Terms).
3. Your Content.
4. Our “Be Nice” Policy. We expect you to respect the rights and dignity of others. In accessing or using the Service, you must not post, provide, publish, upload, download, display, use, share, distribute or otherwise make available: (a) any Content that meets any of the following criteria or (b) any Content to, from or through any other web site or service that meets any of the following criteria:
We have the right (but not the obligation) to pre-screen or monitor any Content or any user’s access to or use of the Service, and to remove or block access to (e.g., by way of settings) any Content for any reason, or suspend or terminate any user’s access to or use of the Service for any reason (including for violations of our “Be Nice Policy” or any other provision of these Terms). We have no responsibility or liability with respect to any Content, including for any actions that we may take with respect to any Content that we determine violates these Terms.
5. Registering for the Service. You may be required or permitted to register with us to access the Service or certain areas of the Service. With respect to any registration, you agree not to use, and we may refuse to grant you the right to use, a user name (or e-mail address) that is already being used by someone else; that may be construed as impersonating another person; that belongs to another person; that personally identifies you; or that violates the intellectual property or other rights of any person; that is offensive; or that we reject for any other reason in our sole discretion. You may also be able to sign into the Service or use or access certain features of the Service by using a third -party social networking platform account (such as Facebook, Google+ or Twitter). Your registration information (including your user name and password, and any social networking account with which you sign into the Service) is for your personal use only, and not for use by any other person. You are responsible for maintaining the confidentiality of any password you may use to access the Service, and agree not to transfer your password or user name, or lend or otherwise transfer your use of or access to the Service, to any third party. You are fully responsible for all interaction with the Service that occurs in connection with your registration information (including, without limitation, all purchases). You agree to immediately notify us of any unauthorized use of your registration information or any other breach of security related to your account or the Service, and to ensure that you "log off"/exit from your account with the Service (if applicable) at the end of each session. We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations. If you sign into the Service using a third-party social networking platform account, be sure to review the privacy and data usage policies of such platform to learn more about its personal information practices and your options. For more information, see our Privacy Statement: www.autodesk.com/privacy.
6. Special Service Terms (including Memberships and Subscriptions, if any). Special terms and conditions related to the Service (such as how others can use Your Content, how to contact us, terms regarding membership and subscriptions [if any]) can be found through the Special Service Terms link above.
7. Third Parties.
8. Buying and Selling Products or Services. If the Service allows for the purchase or sale of products or services, or otherwise makes available any products or services, the following provisions apply:
9. Consent and Collection and Use of Data.
10. Storage Practices and Limits. There is limited storage space for Content on the Service. While we’ll make efforts we believe are reasonable to safeguard and back up Content, and to make Content available in case of loss or deletion, we have no responsibility or liability for the deletion or failure to store or the security of any Content, including Your Content. So be sure to back up Your Content! We reserve the right to mark or treat as “inactive” and archive accounts and/or Content that are inactive for an extended period of time, as determined by us for each Service. We reserve the right to change our practices and storage rules at any time in our sole discretion with or without notice to you.
11. Contests and Promotions. Sweepstakes, contests, promotions or similar opportunities may be made available through the Service (collectively, "Promotions"). By participating in any Promotion, you will become subject to specific rules governing the Promotion, which rules may vary from the terms and conditions set forth herein. To the extent that the rules of a particular Promotion conflict with these Terms, the terms and conditions of the Promotion’s rules will control.
12. Ownership and Rights in the Service.
13. Your Right to Access or Use the Service. In accessing or using the Service, you agree collect or store personal information about any person or entity in violation of these Terms;not to (or permit anyone else to) do or attempt any of the following:
We reserve the right to limit the availability of the Service, in whole or in part, to any person, for any purpose, and to any geographic area or jurisdiction we choose, at any time and in our sole discretion.
14. Indemnification. You will, at your sole expense and to the fullest extent permitted by law, indemnify, defend (at our request), and hold harmless us and our affiliates, agents and suppliers and each of their respective officers, directors and employees (individually and collectively, “Our Parties”) against any and all losses, liabilities, expenses (including reasonable attorneys’ fees) suffered or incurred by Our Parties by reason of any claim, suit or proceeding ("Claim") arising out of or in connection with: (1) Your Content or use of Your Content, including, without limitation, any assertion that Your Content or the use thereof may infringe any copyright, trademark, or other intellectual property or other rights of any individual or entity, or are a misappropriation or violation of any individual or entity’s trade secret or other rights, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials, or use thereof caused death or bodily injury or damage to the real or tangible property of any third party; (2) any breach of or failure by you to comply with these Terms or any Policies; or (3) use of the Service by you (or anyone who accesses the Service through you). If we request that you defend a Claim, You will not agree to any settlement without our prior written consent, and we will have the right to participate, at our own expense, in the defense of any Claim with counsel of our own choosing.
15. Warranties. By accessing or using the Service (including any part of the Service) you represent and warrant that either you are at least the legal age of consent in the jurisdiction where you reside or, if you’re not, that you are 13 years old or older and your parent or legal guardian has agreed to these Terms on your behalf and will supervise your access to and use of the Service. You also warrant, represent and agree that:(1) you have the requisite rights to submit, develop and use Your Content in connection with the Service; (2) Your Content does not infringe or misappropriate any intellectual property or proprietary right of any third party or violate any applicable laws, rules or regulations; (3) Your Content is not subject to any restriction on disclosure, transfer, download, export or re-export under any applicable law, rule or regulation; and (4) any information you provide in connection with your registration for, or use of, the Service is and will remain true, accurate, and complete, and that you will maintain and update such information regularly.
17. Limitation 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, (1) IN NO EVENT WILL OUR PARTIES BE LIABLE HEREUNDER FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR ANY OTHER DAMAGES OF LIKE KIND WHATSOEVER (HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE), INCLUDING WITHOUT LIMITATION 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 SIMILAR COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, NOR WILL ANY OF THE FOREGOING PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM A FORCE MAJEURE OR AN ACT OF A THIRD PARTY OR OF NO FAULT ON ITS BEHALF; AND (2) THE TOTAL CUMULATIVE COLLECTIVE LIABILITY OF OUR PARTIES FOR ALL COSTS, LOSSES OR DAMAGES FROM ALL CLAIMS, ACTIONS OR SUITS HOWEVER CAUSED OR ARISING FROM OR IN RELATION TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) OR (B) ALL AMOUNTS PAID OR DUE FROM YOU, IF ANY, FOR ACCESS TO OR USE OF THE SERVICE GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM (NO MATTER WHEN PAYMENTS WERE ACTUALLY MADE).
18. Term, Termination and Suspension. These Terms will become effective on the date you first access or use the Service (“Effective Date”). The term of this contract (“Term”) will extend from the Effective Date until the first to occur of the following: (1) our termination of all of your rights hereunder; (2) our discontinuation of the Service or (3) the date you cease to use the Service by uninstalling all Software and discontinuing all use of the Service. Without limitation of anything in this paragraph, if any or all of the Service is accessed as part of a membership or subscription, your access to that portion of the Service will terminate when your membership or subscription terminates or expires. We reserve the right in our sole discretion, without prior notice, to terminate or suspend your access to all or part of the Service and/or your account (if applicable) or delete or remove Your Content for any reason, including, without limitation, breach or assignment of these Terms. Further, you agree that we will not be liable to you or any third party for any termination of your access to the Service or deletion of Your Content. Upon any termination of these Terms for any reason, you must immediately cease accessing and using the Service. Sections 2 (Changes to the Service or these Terms) through 20 (Definitions) will survive termination of these Terms for any reason. It is your responsibility to retain copies of Your Content. Upon termination we will have the right to immediately deactivate your account(s) and suspend access to your Content and, may delete, without notice, Your Content, if any, and all backups thereof and Our Parties will not be liable for any loss or damage which may be incurred by you or any third parties as a result of such deletion. Paid Entitlement (e.g., membership, subscription) accounts that are terminated will not be refunded unless otherwise provided in the Special Service Terms for the Service. Notwithstanding anything to the contrary, no expiration or termination of this agreement will terminate or affect any licenses or sublicenses granted by you in accordance with these Terms prior to such termination, including, without limitation to other users of the Service.
“Content” means text, pictures, data, information, media, audio and video recordings, commentary, messages, opinions, recommendations, advice, information or other material used, provided, posted in or linked through or on the Service.
“Entitlements” means your entitlements to use the Service (such as your membership and subscription rights, maximum capacity, transactions, output, hours or other measurements of use, term or duration and any other entitlements specific to such Service) as determined by the type or level of membership or subscription you subscribed to or licensed. “Entitlements” also include any other information about entitlements to access and use the Service which are set forth on the Service (including, without limitation, the description of the Service, Documentation and minimum technical requirements for the Service).
“Personal information” has the meaning set forth in the Privacy Statement.
“Policies” mean collectively the Entitlements, Documentation, Privacy Statement and all other terms incorporated into these Terms by reference.
“Privacy Statement” means our Privacy Statement as currently available at www.autodesk.com/privacy as it may be modified from time to time.
“Software” means any computer program or similar material, including any modules and components, functions and features of a computer program, made available by or for us for use as part of the Service (whether by download or as a hosted solution) including all technical documentation related thereto.
“Special Service Terms” means those terms and conditions set forth in the document made available at the Special Service Terms link located above.
“Terms” means the terms and conditions of these Terms of Service, all Special Service Terms, and all Policies.
“We,” “us” or “our” means Autodesk, Inc., a Delaware corporation, except that if you acquire an entitlement to the Service in (1) a country in Europe, Africa or the Middle East, “we,” “us” or “our” means Autodesk Development Sàrl or (2) a country in Asia, Oceania or the Asia-Pacific region, “we,” “us” or “our” means Autodesk Asia Pte Ltd..
“Your Content” means, collectively, (1) the Content posted, provided, uploaded, submitted, shared, published, distributed, made available, accessible or usable by you on, to, from or through the Service (and any translations thereof); (2) your specific output generated from the Service, if any, based on your own raw data or information; and (3) any software application, plug-in and other computer program or similar material (including any modules and components, functions and features of a computer program) developed by you using the API Information. Expressly excluded from Your Content are any of Our Materials.
© 2013 Autodesk, Inc.