LEGAL NOTICES & TRADEMARKS

Last Updated: June 12, 2015

BY CREATING A SPARK ACCOUNT, YOU AGREE TO BE BOUND BY THESE SPARK PLATFORM TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE SPARK PLATFORM.

SECTION 1: INTRODUCTION

Welcome! Thanks for joining the SPARK community.

a. Terms. These Terms of Service (the “Terms”) govern your use of the SPARK Platform, including all products and services provided on or through the SPARK Platform, and form a binding contract between you and Autodesk. Please read these Terms carefully. ”You” and “your” mean the person or entity that is authorized to access and use the SPARK Platform pursuant to these Terms. If you purchase or use any other Autodesk products and services, different terms and conditions will apply. For example, if you would like to download and use a copy of Print Studio, you will have to agree to the Print Studio license agreement. Capitalized terms that are not defined in the body of these Terms are defined at the end.

b. Business Use. If you intend to use the SPARK Platform on behalf of a business, then all references to you are also references to that business.

c. Minimum Age Requirement. You must be at least 13 years old to use the SPARK Platform. If you are over 13 but under the age of majority in the jurisdiction where you reside (18 in most places), you must have your parent or legal guardian (i) agree to these Terms on your behalf and (ii) supervise your access to and use of the SPARK Platform. If you don’t meet the foregoing requirements, you are not authorized to use the SPARK Platform, and you may not create a user account on the SPARK Platform or otherwise access the SPARK Platform.

d. Becoming an Authorized SPARK Developer. If you would like to become an authorized SPARK developer and build your own applications that connect to the SPARK Platform via Autodesk SPARK application programming interfaces (“SPARK APIs”), you must agree to these Terms and also to the Developer Terms and Conditions (“Developer Terms”), which are available at https://spark.autodesk.com/developer/terms. You are not permitted to develop any software that uses the Autodesk SPARK APIs unless you first agree to the Developer Terms and become an authorized SPARK developer or unless otherwise obtain our prior written consent.

SECTION 2: USER ACCOUNTS

1. You need to become a registered SPARK user to use certain SPARK Platform features. For example, you need to register as a SPARK user if you want to be able to save content to your account and share such content with other SPARK users. You may not register a user name that impersonates another person or violates anyone’s rights. You may create only one user account. Your user account is for your use only, and you are solely responsible for maintaining its confidentiality and security. We are not liable to you or anyone else for any loss or damage that you or anyone else may suffer because you didn’t keep your user account secure or confidential. We reserve the right to terminate or suspend your SPARK user account (if applicable) without notice or liability to you in the event we determine that doing so is in the best interest of Autodesk or the SPARK Platform. Access to any part of SPARK by automated means (e.g., an automated bot, site scraper, form filler Software) in order to create a false account or in a manner which violates these Terms is prohibited.

 4.   Our “Be Nice” Policy. You are solely responsible for how you use the SPARK Platform and for any interactions you have with other SPARK users, and for all consequences of such use and interactions. Accordingly, you represent, warrant and agree that none of Your Content:

• distribute, rent, loan, lease, sell, sublicense, or otherwise transfer or offer the SPARK Platform for any commercial purpose;
• remove or alter any copyright, trademark, confidentiality or other proprietary notices, designations, or marks from the SPARK Platform or Our Materials;
• decompile, disassemble or reverse engineer, or determine any source code, algorithms, methods, or techniques of the SPARK Platform;
• interfere with, damage, or disrupt the operation or any security-related features of the SPARK Platform, gain unauthorized access, or restrict or inhibit use by others;
• use any robot, spider, or other system, device or mechanism to access the SPARK Platform likely to disrupt or disable or destroy the SPARK Platform or any content;
• frame or mirror any part of the SPARK Platform or create a competitive business to the SPARK Platform;
• collect or store personal information about any person or entity in violation of these Terms;
• create a database for storing any downloaded content;
• advertise, promote or solicit any goods or services for any commercial purpose except as expressly authorized by us or expressly permitted by these Terms;
• use the SPARK Platform, any feature thereof or any content in a way that could or does violate any law or the rights (including without limitation, the copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights) of any person, firm or entity or expose us, any users or any of Our Parties to legal liability; or
• pose a security risk to the SPARK Platform or to any SPARK user (including you).

a.  Privacy Statement. By using the SPARK Platform, you consent to our Privacy Statement, which is available at www.autodesk.com/privacy (the “Privacy Statement”) and which is hereby incorporated by reference in its entirety. You acknowledge and agree that you are responsible for obtaining all necessary consents, and for complying with all Applicable Laws (including privacy and data protection laws), related to any and all information you transmit to the SPARK Platform.

b. Sensitive Personal Information. You acknowledge that the SPARK Platform is not intended for transmitting, storing, or sharing sensitive personal information (such as Social Security numbers, credit card or debit card numbers, financial account numbers, driver’s license numbers, medical information, health insurance information, sensitive data about personal characteristics, or other personal data that may pose a risk of harm if improperly disclosed). You agree not to transmit any such sensitive personal information to or through the SPARK Platform, and you agree that we have no responsibility or liability to you or anyone else in the event you do transmit such sensitive personal information to or through the SPARK Platform.

c. Third Parties. In order to provide some of the features available on the SPARK Platform, we may have to share your data with third parties, which we will do solely pursuant to our Privacy Statement. Please note that third party social networking platforms have their own privacy policies, and if you use any of those services to connect to the SPARK Platform, your use of them is subject to those privacy policies, not our Privacy Statement.

d. Monitoring. We have the right (but not the responsibility) to monitor all use of the SPARK Platform and all content on the SPARK Platform, including Your Content.

SECTION 8: OWNERSHIP AND RIGHTS IN THE SPARK PLATFORM

a. Ownership. As between you and us, we and our licensors (if any) own all right, title, and interest in and to Our Materials. You agree not take any action to jeopardize, encumber, limit, or interfere in any manner with our or our licensors’ ownership of, and rights in, Our Materials.

b. No License to Software. Your access is to a service. No license to our Software is granted by these Terms. For the terms and conditions applicable to the license of any Software, please refer to the relevant software license agreement, end user license agreement or license and services agreement attached or linked to such Software (“License Agreement”). If no license is linked or otherwise indicated in connection with any of our downloadable applications, the following License and Services Agreement applies: 2016 Platform & Design Suites License and Services Agreement (including  Autodesk Android Mobile Apps) (Platform and Design Suites LSA) at: https://www.autodesk.com/company/legal-notices-trademarks/software-license-agreements#1.

c. Reserved Rights. You have only the rights to use the SPARK Platform that are expressly granted to you pursuant to these Terms or terms you and we enter into (such as the Developer Terms), and no other rights are granted or conveyed, or will be deemed to be granted or conveyed, whether by implication, estoppel, or otherwise. These Terms do not grant to you any right to use the trademarks, trade names, or logos of Autodesk or of any third party.

SECTION 9: BUYING AND SELLING PRODUCTS OR SERVICES.

If the SPARK Platform allows for the purchase or sale of products or services by placing an order through the SPARK Platform, or otherwise makes available any products or services, the following provisions apply:

a.  Placing an Order. By placing an order through the SPARK Platform, you represent that you are authorized to purchase the products and services ordered, and that such products and services will be used only in a lawful manner. Additional terms and conditions may apply to purchases of products or services and to specific portions or features of the SPARK Platform, including the terms of sale of the applicable seller or if no such seller terms of sale exist, then the Terms of Sale at: https://www.autodesk.com/company/legal-notices-trademarks/online-purchases-terms-and-conditions, and promotional and limited-time offer terms.

b.  E-Commerce Providers. Additionally, the Service may link or direct you to a third party e-commerce service, vendor, payment processor or web store run by a company other than us where products or services may be purchased (the “E-Commerce Provider”). Please note, as between the E-Commerce Provider and us, the E-Commerce Provider will be the seller or merchant of record and either it or another third party with whom it contracts (and not us) will be responsible for taking, fulfilling and/or shipping your orders. Your interactions and transactions with each E-Commerce Provider are governed by its terms of use and other terms (such as its terms of sale) and we are not responsible for its acts, omissions, products, services or terms. Please be sure to read those terms of sale and other terms and conditions before making any purchases or transacting with an E-Commerce Provider. For example, you (not we) will be responsible for paying all transaction costs relating to your purchases, such as fees, shipping, handling, duties, tariffs, and taxes. You must determine and obey all applicable local, state, federal and international laws (including minimum age requirements) regarding the purchase, possession, use and sale of any product or service purchased or sold through the SPARK Platform.

c.  Display of Products through the Service. Without limitation, we do not guarantee the accuracy of any attribute, specification, proportion or dimension of any models, spaces, products and images visible on or made available through the SPARK Platform or that they will match or reflect those of any actual physical spaces or products (for example, the SPARK Platform or your device may not accurately displaying the accurate color, product spec or size of a room, 3D model or 3D printed product), and neither we nor any of Our Parties are responsible or liable for any such inaccuracies. Also, the inclusion of any products or services on the SPARK Platform at a particular time does not imply or warrant that these products or services will be available at any time. Descriptions, images, references, features, content, specifications, and prices of any products or services on the SPARK Platform or obtained through the SPARK Platform are subject to change with or without notice.

d.  Limiting Quantities and Availability. We and all sellers (including us) reserve the right, with or without prior notice, to limit the available quantity of or discontinue any product or service; to honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code or other similar promotions; to bar any user from making any or all purchase; and/or to refuse to provide any user with any product or service.

SECTION 10: TERM AND TERMINATION

a. Term and Termination. These Terms take effect as soon as you first use the SPARK Platform, and will remain in effect until (1) our termination of all of the rights granted to you under these Terms, which we may do in our discretion at any time; (2) our discontinuation of the SPARK Platform; or (3) the date you cease to use the SPARK Platform, whichever of the three occurs first. As soon as these Terms are terminated, you must cease accessing and using the SPARK Platform and Our Materials. For the avoidance of doubt, if we terminate all your rights under these Terms, you may not access the SPARK Platform directly or indirectly, and you may not create a new SPARK account using a different identity.

b. Effect of Termination. Upon the termination of these Terms, we have the right to immediately deactivate your account, suspend your and anyone else’s access to Your Content, and remove your user account and/or Your Content, as we see fit, including all backups thereof, without liability to you. Notwithstanding anything to the contrary, no termination of these Terms will terminate or affect any licenses or sublicenses granted by you in accordance with these Terms, including, without limitation, licenses or sublicenses granted to other SPARK users, and Your Content that has been shared with other SPARK users may remain on the SPARK Platform for their use pursuant to such license or sublicense.

c. Survival. Without limitation, Sections 10 through 15 of these Terms will survive the termination of these Terms.

SECTION 11: DISCLAIMERS

THE SPARK PLATFORM, AND ALL PRODUCTS AND SERVICES ACCESSED OR USED ON OR THROUGH THE SPARK PLATFORM, ARE PROVIDED ENTIRELY “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUTODESK AND ITS SUPPLIERS DO NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, TO YOU OR TO ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. AUTODESK AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE YOUR CONTENT AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH THE USE OF THE SPARK PLATFORM. YOU ARE SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ALL YOUR CONTENT. NEITHER AUTODESK NOR ITS SUPPLIERS WARRANT THAT THE OPERATION OF THE SPARK PLATFORM WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS OR FAILURES WILL BE CORRECTED OR REMEDIED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR (AND WE AND OUR SUPPLIERS ASSUME NO RESPONSIBILITY AND WILL HAVE NO LIABILITY OF ANY KIND FOR) (1) THE DECISIONS THAT YOU MAY MAKE REGARDING THE SPARK PLATFORM; (2) YOUR USE OF THE SPARK PLATFORM, OUR MATERIALS, OR OTHER DATA, INFORMATION OR MATERIALS ACCESSED BY YOU OR CREATED BY YOU ON THE SPARK PLATFORM; OR (3) THE QUALITY, ACCURACY OR SUITABILITY OF ANY REPRESENTATIONS, ADAPTATIONS, FABRICATIONS, 3D PRINTS, OR TRANSLATIONS OF ANY CONTENT, INCLUDING YOUR CONTENT. IN CHOOSING TO ACCESS OR USE THE SPARK PLATFORM AND ANY CONTENT, YOU DO SO AT YOUR OWN RISK, AND YOU ARE RESPONSIBLE FOR COMPLYING WITH ALL LOCAL LAWS, RULES AND REGULATIONS, INCLUDING LOCAL RULES REGARDING ONLINE CONDUCT AND ACCEPTABLE CONTENT AND FABRICATION OF SUCH CONTENT (INCLUDING YOUR CONTENT). THIS SECTION WILL BE ENFORCEABLE TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. NO INFORMATION OR ADVICE (WHETHER WRITTEN, ORAL OR OTHERWISE) PROVIDED BY OUR PARTIES OR THEIR REPRESENTATIVES WILL CREATE ANY WARRANTY OR IN ANY WAY AFFECT THE DISCLAIMERS OF WARRANTY OR LIMITATIONS OF LIABILITY EXPRESSLY PROVIDED IN THESE TERMS.

THE SPARK PLATFORM IS NOT A SUBSTITUTE FOR YOUR OWN JUDGMENT OR INDEPENDENT PROFESSIONAL TESTING, DESIGN, ESTIMATION OR ANALYSIS, AS APPLICABLE. DUE TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE SPARK PLATFORM, THE SPARK PLATFORM AND ITS VARIOUS FEATURES HAVE NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH THEY MAY BE USED AND MAY NOT ACHIEVE THE RESULTS YOU DESIRE. OUR PARTIES WILL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY RESULTS OR OUTPUT OBTAINED OR VIEWED THROUGH THE SPARK PLATFORM OR FOR ANY MATERIALS DEVELOPED USING THE SPARK PLATFORM (OR ITS SERVICE PROVIDERS), WHETHER IN WHOLE OR IN PART, AND INCLUDING ANY CONTENT OR FABRICATIONS. YOU ARE SOLELY RESPONSIBLE FOR ACCESSING AND USING THE SPARK PLATFORM, WHICH INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE SPARK PLATFORM AND THE SELECTION OF SPARK FEATURES, CONTENT AND THIRD PARTY SERVICES TO ACHIEVE YOUR INTENDED RESULTS. YOU ARE ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY, ACCURACY AND COMPLETENESS OF RESULTS, OUTPUT, AND MATERIALS USED AND/OR DEVELOPED BY YOU (OR ON YOUR BEHALF) IN CONNECTION WITH THE SPARK PLATFORM, INCLUDING ALL ITEMS VIEWED, DESIGNED, CREATED OR FABRICATED USING THE SPARK PLATFORM, INCLUDING ANY CONTENT (WHETHER YOURS OR A THIRD PARTY’S).

SECTION 12: YOUR REPRESENTATIONS AND WARRANTIES

By accessing or using the SPARK Platform, you represent and warrant (a) either that you are at least the age of majority in the jurisdiction where you reside, or that if you are 13 or above but under the age of majority in your jurisdiction, your parent or legal guardian has agreed to these Terms on your behalf, and that such parent or legal guardian will supervise your access to and use of the SPARK Platform and (b) if you are using the SPARK Platform on behalf of a business, you have the right to bind that business to these Terms. You also represent, warrant and agree that: (1) you have the requisite rights to submit, develop and use Your Content in connection with the SPARK Platform; (2) Your Content does not violate any of these Terms, including the “Be Nice” Policy; (3) Your Content is not subject to any restriction on disclosure, transfer, transmission, download, export, or re-export under any Applicable Law; and (4) any information you provide in connection with your registration for and use of the SPARK Platform is and will remain true, accurate, and complete, and you will maintain and update such information as necessary to keep it current and accurate.

SECTION 13: INDEMNITY

You will, at your sole expense and to the fullest extent permitted by Applicable Law, indemnify, defend (at our request), and hold harmless Our Parties against any and all losses, costs, liabilities, expenses (including reasonable attorneys’ fees) suffered or incurred by Our Parties by reason of any third party claim, suit or proceeding arising out of or in relation to any or all of the following: (1) Your use of the SPARK Platform, Your Content and/or the authorized use of Your Content, including, without limitation, any assertion that Your Content or the use thereof may infringe a third party’s rights or violates these Terms (including, without limitation, our “Be Nice” policy); or (2) use of the SPARK Platform by you or anyone who accesses the SPARK Platform through your user account (a “Claim”). 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. 

SECTION 14: LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, (1) IN NO EVENT WILL OUR PARTIES BE LIABLE HEREUNDER FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, 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 OUR 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, ARISING FROM OR IN RELATION TO THE SPARK PLATFORM WILL NOT EXCEED $100

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

SECTION 15: DISPUTE RESOLUTION AND ARBITRATION

a. Generally. In the interest of resolving disputes between you and us in the most expedient and cost effective manner, you and we agree that any and all disputes arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes but is not limited to all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

b. Exceptions. Notwithstanding Section 14(a), you and we agree that nothing in this Agreement will be deemed to waive, preclude, or otherwise limit either of our right to: (i) bring an individual action in small claims court; (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address intellectual property infringement claims.

c. Arbitrator. Any arbitration between you and us will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting us.

d. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or if we do not have a physical address on file for you, by electronic mail (“Notice”). Our address for Notice is: Autodesk, Legal Department, 111 McInnis Parkway, San Rafael, CA 94903. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or we may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or us must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If our dispute is finally resolved through arbitration in your favor, we will pay you: (a) the amount awarded by the arbitrator, if any; (b) the last written settlement amount offered by us in settlement of the dispute prior to the arbitrator’s award; or (c) $1,000, whichever is greater.

e. Fees. If you commence arbitration in accordance with this Agreement, we will reimburse you for your payment of the filing fee, unless your claim is for greater than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in San Francisco, California, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephonic hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse us for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

f. No Class Actions. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

g. Modifications. If we makes any future change to this arbitration provision (other than a change to our address for Notice), you may reject any such change by sending us written notice within 30 days of the change to our address for Notice, in which case your account with us will immediately be terminated and this arbitration provision, as in effect immediately prior to the amendments you reject will survive.

h. Enforceability. If Section 14(f) is found to be unenforceable, or if the entirety of this Section 14 is found to be unenforceable, then the entirety of this Section 14 will be null and void and, in that case, the parties agree that the jurisdiction and venue described in Section 15(a) (Governing Law and Forum) will govern any action arising out of or related to this Agreement.

SECTION 16: MISCELLANEOUS

a. Governing Law and Forum. These Terms will be interpreted under and governed by the laws of the State of California, without regard to its provisions regarding conflicts of laws. You agree to the non-exclusive jurisdiction of an appropriate state court in San Francisco, California, or an appropriate federal court located in San Francisco, California, for any action or proceeding arising out of or related to these Terms. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.

b. Export Control. You acknowledge and agree that your use of the SPARK Platform, including the transmission of content (including Your Content), is subject to compliance with United States and other applicable country export control and trade sanctions laws, rules and regulations, including, without limitation, the regulations promulgated by the U.S. Department of Commerce and the U.S. Department of the Treasury ("Export Control Laws"). You are solely responsible for complying with the Export Control Laws and monitoring any modifications to them. You represent and warrant that (1) 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); (2) 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’s proliferation-related lists); (3) you will not, unless otherwise authorized under the Export Control Laws, use the SPARK Platform in any restricted manner, including, without limitation, design, analysis, simulation, estimation, testing, or other activities related to nuclear, chemical, or biological weapons, rocket systems, or unmanned air vehicles; and (4) that no part of Your Content 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 SPARK Platform to disclose, transfer, download, export, or re-export, directly or indirectly, Your Content or any other content or material 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.

c. What to do About Claims of Copyright Infringement. Pursuant to 17 U.S.C. 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. Please note that inquiries failing to follow this procedure will not be processed or receive a response.

d. Filtering. Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on the two web sites GetNetWise (https://kids.getnetwise.org/) and OnGuard Online (https://onguardonline.gov/). Please note that we do not endorse any of the products or services listed at such site.

e. General. 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. 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. The English language version of these Terms is legally binding in case of any inconsistencies between the English version and any translations. If you access the SPARK Platform in Canada, you agree to the following: The parties hereto confirm that it is their wish that these Terms, as well as other documents relating hereto, including notices, have been and will be written in the English language only. 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. Except as expressly provided herein, a party may waive its rights under these Terms only 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 delegate these Terms or any of your rights or obligations hereunder, and any such assignment will be null and void. We may assign or sub-contract any of our rights or obligations under these Terms without notice to you.

f. Communications. If you have a question or complaint regarding the SPARK Platform, or wish to terminate your account, please contact us at https://spark.autodesk.com/contact, or by calling us at 415-507-5000. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

g. Changes to These Terms. We may make changes or updates to these Terms in our sole discretion, at any time and for any reason, 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 on the SPARK Platform, or by sending a notice to your email address if you’ve given it to us. If you don’t agree with any material changes or updates we make to these Terms, you must notify us of that fact by sending an email to us at license@autodesk.com within thirty (30) days of the effective date of the change (“Change Date”). Notifying us in this way will terminate the updated terms and conditions as to your use of the SPARK Platform and the terms and conditions that apply to you will be the terms and conditions in effect immediately before the change (unless the change made was made to comply with Applicable Law) and those terms and conditions will be in effect for thirty (30) days after the Change Date (the “End Date”). Your right to use the SPARK Platform will terminate on the End Date. Unless you notify us within 30 days, as set forth above, your continued use of the SPARK Platform after the Change Date will be deemed an acceptance of these changes and a renewal and extension of the Terms in effect on the Change Date. Notwithstanding the foregoing, any changes to these Terms will not apply to any dispute between you and us arising prior to the date on which we posted the revised version of these Terms incorporating such changes or otherwise notified you of such changes.

SECTION 17: DEFINITIONS

“Applicable Law(s)” means any and all applicable law(s), rule(s), statute(s), treaty(ies), directive(s), or regulation(s).

“Autodesk,” “we,” “us,” and “our” mean(s) Autodesk, Inc., a Delaware corporation, located at 111 McInnis Parkway, San Rafael, CA 94903.

“Our Materials” means any and all of the following: (i) the SPARK Platform, (ii) application, or other tools or Software provided by us (not by other SPARK users) and used in connection with, or generated by, the SPARK Platform; (iii) the SPARK Platform technical specifications, (iv) License Agreements for our Software and other user documentation for the SPARK Platform and our Software, (v) content (excluding Your Content or other SPARK users’ content) that, individually and collectively, we make available or collect as part of the SPARK Platform and all content (other than Your Content or other SPARK users’ content). Examples of Our Materials include 3D models owned by us and made available to you via the SPARK Platform.

“Our Parties” means Autodesk and our affiliates, agents, licensors, and suppliers and each of their respective officers, directors and employees (individually and collectively).

”Software” means applications, libraries, scripts, data, text files, and all other code and computer instructions (irrespective of form), related technologies, and technical documentation.

“SPARK Platform” means Autodesk’s authoring and sharing online platform, available at spark.autodesk.com.

“Your Content” means your user name and any and all content or data that you upload, provide, make available, submit, transmit, send, display, modify, create, store, distribute, or share from, through, to, or on the SPARK Platform (as well as any translations of such content), including any output generated by the SPARK Platform that is based solely on such content or data, but expressly excluding any of Our Materials.

© 2015 Autodesk, Inc.