These Terms of Use ("Terms") are a legal agreement between you, or the company you represent ("You"), and Autodesk, Inc., located at 111 McInnis Parkway, San Rafael, CA, ("Autodesk") that governs Your access to and use of Autodesk® Homestyler™ web service ("Service"). By selecting the box indicating that you have read and agree to these Terms, or by accessing or otherwise using the Service, you agree to be bound by these Terms. If you do not agree to all the terms and conditions of these Terms, You are not permitted to use or access the Service.
1. SERVICE.
1.1 Use of the Service. Subject to the limitations and conditions set forth in these Terms, You may: (a) use the Service to create, save, view, export, share, and rate designs through your web browser; and (b) embed the Autodesk web site associated with the Service (“Site”) on your web site.
1.2 Modifications to Service and/or Terms. Autodesk reserves the right, from time to time in its sole discretion, to: (a) modify or make feature and functionality updates to the Service; (b) require You to register and/or establish an account in order to access the Service and/or to perform certain function within the Service; (c) charge a fee for use of the Service; (d) impose a limit on the number of transactions that You may request through the Service or otherwise limit or suspend your access to the Service; and (e) change, suspend or discontinue the Service at any time. Autodesk may modify these Terms at any time by posting the revised Terms on the Site. You are responsible for regularly reviewing the most current version of these Terms, which is available online on the Site. If a modification is unacceptable to You, You must immediately stop using the Service. Your continued use of the Service after any such modification will constitute your acceptance of such modification.
1.3 Sharing the Content. You have the option to share the designs, material, information, media and content that You create using the Service (the "Content"), and You acknowledge that if you choose to share the Content (whether by publishing the Content to a public forum or otherwise) other users of the Service will be able to, subject to the limitations and conditions set forth in these Terms, view, use, modify, share, and rate the Content and may use the Content as the basis for their own design.
1.4 Additional Rights. If You are accessing the Service through a separate Autodesk product You have purchased or subscribed to, and for which You have entered into a separate agreement with Autodesk ("Other Agreement"), the Other Agreement may give You different or additional rights than those provided in these Terms. In the event of a conflict between the terms of any Other Agreement and these Terms, the terms of the Other Agreement shall prevail.
2. PROPRIETARY RIGHTS.
2.1 Warranty and License by You. You represent and warrant to Autodesk that You have the requisite rights to submit, post, reproduce, publish, distribute and otherwise transmit all Content through the Service. By creating or otherwise making Content available to Autodesk using the Service, You (a) acknowledge and agree that the Content is not confidential, and (b) grant (or warrant that the owner of the following rights has expressly granted) Autodesk and the other users of the Service a perpetual, irrevocable, non-exclusive, royalty-free, paid-up, worldwide, sub-licensable license to store, display, reproduce, modify, use and transmit, adapt, view, download, publish, perform, distribute the Content in any form, medium, or technology now know or later developed. In addition, you warrant that all so-called moral rights in the Content have been waived.
2.2 Autodesk Proprietary Rights. You acknowledge and agree that Autodesk and its licensors own all right, title, and interest (including, without limitation, patents, copyrights, trademarks, trade secrets, and all other intellectual property rights) in and to the Service, and that except as expressly set forth in these Terms, you shall not acquire any right, title, or interest in or to the Service.
2.3 Digital Millennium Copyright Act. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Autodesk’s Copyright Agent by email at CopyrightAgent@autodesk.com. For directions and more information about how to submit a claimed copyright notification, click the following link: Copyright Information. INQUIRIES FAILING TO FOLLOW THIS PROCEDURE WILL NOT RECEIVE A RESPONSE.
3. RESTRICTIONS ON USE OF SERVICE AND ACCESS TO SITE.
3.1 Responsibility for Content. You acknowledge and agree that You are solely responsible for all Content You create or submit using the Service and for Your conduct while using the Service. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. You acknowledge that Autodesk may or may not pre-screen Content, but You acknowledge and agree that Autodesk reserves the right (but has no obligation), in Autodesk’s discretion, to: (i) monitor Content or Your activities on the Site; (ii) alter, remove, or refuse to post, publish or display or allow to be posted, published, displayed, uploaded, reproduced, uploaded or otherwise made available any Content; (iii) enforce any rights You may have in the Content against any third party; and/or (iv) disclose any Content or information, and the circumstances surrounding its use or transmission, to any third party in order: (a) to operate the Site; (b) to protect Autodesk and its suppliers or licensors and their respective employees, officers, directors, shareholders, agents, representatives, licensees, and users of and visitors to the Site; (c) to comply with legal obligations or governmental requests; (d) to enforce these Terms; or (e) for any other reason or purpose. You will not create or submit through the Service any Content that: (a) is false or misleading; (b) is defamatory or invades another's privacy; (c) promotes bigotry, racism, hatred or harm against any group or individual; (d) is obscene; (e) violates, misappropriates or infringes another's rights, including but not limited to intellectual property rights; (f) contains software viruses, harmful materials, or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, including, but not limited to, the Services; (g) violates any laws or regulations; or (h) encourages, promotes or provides instructional information about illegal activities, including, but not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating "crush" sites.
3.2 Compliance with Laws and Export Control. You agree that you will use the Service for lawful purposes only, and that you will not use the Service in connection with the transmission, sale or promotion of any products or services that violate any laws or regulations applicable to You or Autodesk. You acknowledge and agree that Your use of the Service is subject to compliance with United States and other applicable country export control and trade sanctions laws, rules and regulations, including, without limitations the regulations promulgated by the U.S. Department of Commerce and the U.S. Department of the Treasury ("Export Control Laws"). You represent and warrant that (i) You are not a citizen of, or located within, a nation that is subject to U.S. trade sanctions or other significant trade restrictions (including, without limitation, Cuba, Iran, Sudan, Syria and North Korea), (ii) You are not identified on any U.S. government restricted party lists (including, without limitation, the U.S. Treasury Department's List of Specially Designated Nationals and Other Blocked Persons, the U.S. Department of Commerce's Denied Party List, Entity List and Unverified List and the U.S. Department of State proliferation-related lists), and (iii) that no Content created or submitted by You is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. You agree that You will not use the Service to disclose, transfer, download, export or re-export, directly or indirectly, any Content to any country, entity or other party which is ineligible to receive such items under the Export Control Laws or under other laws or regulations to which You may be subject. You shall be solely responsible for (i) complying with the Export Control Laws and (ii) monitoring any modifications to them.
3.3 Acceptable Use. You agree you will not: (a) interfere with or disrupt the Service, or servers or networks connected to the Site; (b) use the Service as storage for remote loading or as a door or signpost to another home page, whether inside or beyond the site through which the Services are provided; (c) use any automated means, including without limitation, agents, robots, spiders or other applications, to access the Service; (d) use the Service to perform stress or performance testing on the Service; (e) take any action that Autodesk determines imposes an unreasonably or disproportionately large burden on Autodesk’s infrastructure, including the Service; (f) use the Service to impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity; (g) use the Service to harass or disparage any person or entity, including, but not limited to, Autodesk; (h) use the Service to collect or store personal data about any person or entity, including other users of the Service; or (i) rent, lease, lend, assign, sublicense, transfer, or otherwise make available, access to the Site to any third party for commercial purposes. If you embed the Site on your website, you must embed the entire Site, and you may not remove, modify, or obscure any portion of the Site.
4. PRIVACY POLICY.
As part of the Service, Your Content and data about You will be submitted and gathered in accordance with Autodesk’s Privacy Policy, available at http://usa.autodesk.com/company/legal-notices-trademarks/privacy-policy, as it may be modified from time to time in Autodesk’s sole discretion. You understand and agree that by using the Service, you consent to the collection and use of Your Content and data about You as described in the Privacy Policy.
5. INDEMNITY. You shall, at your sole expense and to the fullest extent permitted by law, indemnify, defend, and hold harmless Autodesk, its affiliates, agents and suppliers, and each of their respective directors, officers, and employees (collectively, the "Indemnitees") against any and all losses, liabilities, expenses (including reasonable attorneys' fees) suffered or incurred by an Indemnitee by reason of any claim, suit or proceeding (a "Claim") arising out of or in connection with: (1) an assertion that the Content, or the use thereof, may infringe any copyright, trademark, or other intellectual property rights of any individual or entity, or are a misappropriation of any individual or entity's trade secret, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials; (2) any breach of, or failure by You to comply with, these Terms; or (3) Your use of the Service, including the information, content, services, and/or products provided therein. You will not agree to any settlement of any Claim without the prior written consent of Autodesk, and Autodesk shall have the right to participate, at its own expense, in the defense of any Claim with counsel of its own choosing. The foregoing indemnities shall survive expiration or termination of these Terms.
6. WARRANTY DISCLAIMER.
YOU ACKNOWLEDGE AND AGREE THAT:
6.1 THE SERVICE, THE SITE, ANY CONTENT, INFORMATION OR OTHER MATERIAL OBTAINED THROUGH THE SERVICE AND ALL ASSOCIATED RESULTS ARE PROVIDED BY AUTODESK ON AN "AS-IS" AND "AS-AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND. AUTODESK EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SERVICE AND WITH REGARD TO ANY CONTENT, OR INFORMATION OBTAINED THROUGH THE SERVICE AND ALL ASSOCIATED RESULTS (“MATERIALS”) , INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YOUR USE OF THE SERVICE AND MATERIALS IS AT YOUR OWN RISK;
6.2 AUTODESK MAKES NO WARRANTY THAT (i) THE SERVICE OR THE MATERIALS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (ii) ACCESS TO THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE MATERIALS WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE SERVICE OR MATERIALS WILL BE CORRECTED;
6.3 ANY MATERIALSARE TO BE USED AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY RESULTING DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA; AND
6.4 AUTODESK SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE MATERIALS. YOU ARE RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT AND CONTROL OF THE SERVICE. THIS RESPONSIBILITY INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE SERVICE AND THE SELECTION OF THE SERVICE AND OTHER PROGRAMS TO ACHIEVE INTENDED YOUR RESULTS. YOU ARE ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY AND ACCURACY OF ANY PROGRAM OUTPUT, INCLUDING ALL ITEMS VIEWED USING THE SERVICE.
7. LIMITATION ON LIABILITY.
IN NO EVENT SHALL AUTODESK OR ITS SUPPLIERS HAVE ANY LIABILITY FOR ANY LOSS OR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THE MATERIALS, INCLUDING DIRECT, INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, REVENUE, OR DATA, BUSINESS INTERRUPTION, OR COST OF COVER. THE LIMITATIONS OF LIABILITY IN THIS SECTION 7 SHALL APPLY TO ALL DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EVEN IF AUTODESK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE. YOUR SOLE AND EXCLUSIVE REMEDY IF YOU ARE DISSATISFIED WITH THE SERVICE OR MATERIALS IS TO CEASE USING THE SERVICE.
8. RELEASE AND WAIVER.
To the maximum extent permitted by applicable law, You hereby release and waive all claims against Autodesk and the Indemnitees from any and all liability for claims, damages (direct and consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising out of or in any way connected with use of the Service and/or Materials. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE § 1542, WHICH STATES "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Residents of other states and nations similarly waive their rights under applicable and/or analogous laws, statutes, or regulations.
9. TERM AND TERMINATION. These Terms shall become effective on the earlier of the date You first: (a) agree to these Terms by selecting the box indicating that you have read and agree to these Terms of Use; (b) upload or view files or URLs through, or otherwise access or use the Service, and shall continue in force thereafter until terminated as provided herein. Autodesk may terminate these Terms and/or Your use of the Service at any time, with or without notice. You may terminate these Terms at any time with or without notice. Upon any termination of these Terms for any reason, You must immediately cease using the Service. Sections 2.1, 2.2, 5, 6, 7, 8, 9, and 10 shall survive any termination of these Terms.
10. GENERAL.
10.1 Governing Law and Jurisdiction. These Terms shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of law provisions. You hereby submit to and waive any objection against the exclusive personal jurisdiction of the United States District Court for the Northern District of California, San Francisco, and the Superior Court of the State of California, County of Marin in respect of all claims, suits and proceedings arising out of or related to the Services or these Terms.
10.2 Severability. If for any reason a court of competent jurisdiction finds any provision of these Terms, or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.
10.3 Notices to Autodesk. Except for notices pursuant to Section 2.3 above, notices to Autodesk pursuant to these Terms shall be sufficient only if in writing and transmitted via personal delivery or delivered by a major commercial rapid delivery courier service or by certified or registered mail, return receipt requested, to: Autodesk, Inc., Attention: Legal Department, 111 McInnis Parkway, San Rafael, California 94903.
10.4 Independent Contractor. The parties' relationship to each other under these Terms is strictly that of independent contractors. Nothing in these Terms shall in any way constitute or be construed as evidence of intent to establish any association, partnership, joint venture or other relationship.
10.5 Entire Agreement; Waiver. Except as otherwise supplemented and amended hereby, all terms, conditions and provisions of the Autodesk.com Policies shall remain in full force and effect. These Terms, together with Autodesk’s general website Terms of Use (available at http://usa.autodesk.com/company/legal-notices-trademarks/terms-of-use), Privacy Policy (available at http://usa.autodesk.com/privacy), Linking Policy (available at http://usa.autodesk.com/company/legal-notices-trademarks/linking-to-autodesk) and Export Compliance Policy (available at http://usa.autodesk.com/company/legal-notices-trademarks/export-compliance) and other Autodesk policies that may be published from time to time (“Autodesk.com Policies”), which are all hereby incorporated by reference into these Terms, contain the entire agreement between you and Autodesk with respect to the Service and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Autodesk with respect to the Service. If there is any conflict between the terms of Autodesk.com Policies and these Terms, these Terms will prevail. 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 shall not constitute a waiver thereof or of any other provision hereof.
