1. Service Generally
1.1 Terms; Use. These Terms supplement any Additional Agreements and Policies (including, without limitation, any Special Service Terms, Subscription Program Terms, License Agreement and Entitlements), the terms of which are incorporated by reference. Subject to these Terms, and Your express consent to such Terms, as set forth above, You may access and use the Service Offering solely for Your internal business purposes and in the form made accessible and/or provided by Autodesk.
1.2 Account. Autodesk reserves the right to require You to create an account to use the Service. You agree that you will not share any user ID or passwords, allow anyone else access Your account or do anything else that might jeopardize the security of Your account.
1.3 Authorized Users. You may permit the Service to be accessed and used only by Your Personnel, except as otherwise specifically designated in the Documentation or Special Service Terms, and any such access and use will be subject to any other requirements imposed by these Terms (including, without limitation, the Policies). You will be responsible for compliance with these Terms by Your Personnel and any other persons who may have access to the Service through You (whether or not such access is authorized by Autodesk or within the scope of Your Entitlements).
1.4 Restrictions. You may not and will not permit any third party to: (a) distribute, rent, loan, lease, sell, sublicense, or otherwise transfer all or any portion of the Service, Your Entitlements or any other rights granted in these Terms, to any other person or legal entity; (b) remove, alter, or obscure any copyright, trademark, confidentiality or other proprietary notices, labels, or marks from or on the Service; (c) modify, translate, adapt, arrange, or create derivative works based on the Service, except as permitted in the Entitlements or Special Service Terms; (d) decompile, disassemble or otherwise reverse engineer the Service, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Service; (e) resell the Service or use the Service as a service bureau; (f) use the Service in excess of, or in any manner inconsistent with, Your Entitlements; (g) interfere with or disrupt the Service, or servers or networks connected to any website through which the Service is provided; (h) 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; (i) use the Service to perform stress or performance testing on the Service or related Software; (j) take any action that Autodesk determines imposes an unreasonably or disproportionately large burden on Autodesk's (or its designated third parties') infrastructure, including the Service; or (k) use the Service to collect or store personal data about any person or entity, including other users of the Service, except as otherwise specifically permitted in the Special Service Terms or Documentation and subject to any related restrictions. Autodesk has the right (but not the obligation) to monitor Your usage of the Service to verify compliance with these Terms. You will not access or use the Service other than as set forth in these Terms, and any use other than in accordance with these Terms is unauthorized.
1.5 Software. Any Software is subject to the terms and conditions of the License Agreement.
2. Proprietary Rights
2.1 Your Rights. As between You and Autodesk, and subject to Section 2.2 (License by You; Disclosure), You and Your licensors have and will own all right, title, and interest in and to Your Content.
2.2 License by You; Disclosure. Autodesk (or its sublicensees) may exercise the license set forth in this Section only for purposes of providing, maintaining, repairing, protecting, organizing or otherwise administering the Service and Service Site in the ordinary course of Autodesk's (or its designated third parties') provision of the Service and improving and modifying the Service, including rights to extract, compile, aggregate, synthesize, use, and otherwise analyze all or any portion of Your Content and information, and to disclose Your Content and information and the results of any such analysis in aggregated form or any other form that does not specifically identify You or the source of Your Content or information. Notwithstanding anything in these Terms to the contrary, You hereby grant Autodesk (or warrant that the licensor of such rights has expressly granted) a perpetual, irrevocable, non-exclusive, royalty-free, paid-up, worldwide, sublicensable (through multiple tiers) license to store, display, reproduce, modify, use and transmit Your Content, and further waive "moral" rights or other rights with respect to attribution of authorship or integrity of Your Content that You may have under any applicable law and under any legal theory. In addition, You acknowledge and agree that Autodesk may disclose Your Content to provide the Service to You (including, without limitation, Your election to share Your Content under Sections 3.3 and 3.4), to comply with any legal obligations or governmental or regulatory body request (including subpoenas or court orders) or as part of a legal proceeding involving Autodesk Parties.
2.3 Autodesk's 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, API Information, Development Materials, Documentation, Service Site, Entitlement Site, sample data sets, sample models or other sample Content and any information, data or materials provided or used in connection with, or generated by, the Service (excluding Your Content). You agree not take any action to jeopardize, encumber, limit, or interfere in any manner with Autodesk's or its licensors' ownership and rights with respect thereto. Autodesk does not grant You any right to use its trademarks, trade names, or logos. You have only the limited rights to access and use the Service Offering as are expressly granted to You under these Terms and no other rights are granted or conveyed, or shall be deemed to be granted conveyed, whether by implication, estoppel, or otherwise.
2.4 Autodesk APIs. You acknowledge and agree that any API Information and Development Materials (unless otherwise specified by Autodesk in additional or different terms associated with such API Information or Development Materials) (a) are confidential and proprietary to Autodesk, (b) may not be distributed, disclosed or otherwise provided to third parties, (c) may be used only internally and only in conjunction with and for Your own authorized internal use of the Service to which the API Information or Development Materials relate, such as the development and support of applications, modules and components to operate on or with such Service, and (d) may only be used on the same Computer(s) where such Services are permitted to be used. Notwithstanding the foregoing, if You develop any such applications, modules and components in accordance with these Terms, nothing in these Terms will prohibit You from using such applications, modules and components with (and porting such applications, modules and components to) other software and hardware (including the software and hardware of third parties), if such applications, modules and components (i) do not incorporate or embody any Development Materials or other Software or materials distributed or made available by Autodesk, directly or indirectly (other than the API Information that was used in the development thereof in accordance with these Terms) and (ii) do not disclose the API Information.
3. Your Responsibilities; Content
3.1 Compliance; Autodesk's Right to Remove, Suspend or Terminate. You agree that Your Content and Your conduct in using the Service Offering will comply with all applicable laws, rules and regulations, the Rules of Conduct and all other Policies. If Autodesk is made aware or believes in good faith that Your Content or conduct may (a) violate these Terms (including, without limitation, any Policy or Additional Agreement), (b) violate any law, regulation, or rights of a third party, including, but not limited to, rights under the copyright law and prohibitions on libel, slander, and invasion of privacy, (c) pose a security risk to the Service or any users of the Service, or otherwise adversely impact the Service or the systems or the content of any other user, or (d) subject Autodesk or any third party to liability, Autodesk has the right, but not the obligation, to immediately remove or disable access to Your Content and/or suspend or terminate Your access to the Service Offering without notice to You. You acknowledge and agree that Autodesk also may suspend or terminate Your access to the Service Offering if any information You provide to Autodesk in connection with Your registration for, or use of, the Service is or becomes false, inaccurate, obsolete or incomplete.
3.2 Responsibility for Your Content. You acknowledge and agree that You are solely responsible for Your Content and for Your conduct while using the Service Offering. By creating, submitting, posting, developing or otherwise making Your Content available to Autodesk and/or others, You acknowledge and agree that: (a) You will evaluate and bear all risks associated with Your Content; (b) under no circumstances will Autodesk Parties be liable in any way for Your Content, including, but not limited to, any loss or damage, any errors or omissions, or any unauthorized access or use; and (c) You (and not Autodesk) are responsible for backing up and protecting the security and confidentiality of Your Content. You are encouraged to maintain copies on Your own computer or local network and to use the latest encryption and other security technology to protect Your Content.
3.3 Sharing Your Content. Some Services permit You to share Your Content. You understand that if You choose to share Your Content (whether by emailing, sharing a link, posting in a Forum or other public areas or in shared areas available to other users You have chosen, or by any other available sharing mechanism), that anyone You have shared Your Content with may use Your Content. You agree that when You give others access to Your Content in connection with the Service, You grant them free, non-exclusive permission to use, reproduce, manipulate, distribute, display, transmit, and communicate Your Content based on the permissions You have allocated to them within the Service (if applicable). If You do not want others to have those rights, do not use the Service to share Your Content.
Autodesk Parties have no control over and (without limiting Section 3.2), shall have no liability for any damages resulting from the use or misuse by any third party of Your Content that You choose to share through a Service, directly or indirectly, or any Forum. IF YOU CHOOSE TO SHARE YOUR CONTENT OR MAKE YOUR CONTENT AVAILABLE IN A FORUM OR OTHERWISE IN CONNECTION WITH THE SERVICE, YOU DO SO AT YOUR OWN RISK.
3.4 Publishing to Forum. You may be able to publish Your Content to a Forum in connection with the Service. You agree that by making such a submission, that Your Submission is non-confidential and You automatically grant (or warrant that the owner of such rights has expressly granted) to Autodesk and any operator or host of such Forum a perpetual, royalty-free, fully paid-up, irrevocable, nonexclusive, sublicenseable (through multiple tiers) right and license to use, reproduce, modify, adapt, publish, perform and display (whether publicly or otherwise), transmit and distribute Your Submission in any form, medium, or technology now known or later developed and You waive "moral" rights or other rights with respect to attribution of authorship or integrity that You may have under any applicable law and under any legal theory.
3.5 Third Party Content and Services. Third Party Content and services may be made available to You, directly or indirectly, through the Service (including Content shared by other users of the Service, through Forums or by any other means). In some cases, such Content and services may appear to be a feature or function within, or extension of, the Services or the Autodesk Software. Accessing such Content or services may cause Your Computer, without additional notice, to communicate with a third-party website—for example, for purposes of providing You with additional information, features and functionality. Such connectivity to websites of third parties is governed by the terms (including the disclaimers and notices) found on such sites or otherwise associated with the third-party Content or services. You agree that any viewing or use of Third Party Content or services by You is at Your sole risk. Under no circumstances will Autodesk Parties be liable for any loss or damage caused by Your viewing, use (including, without limitation, republication) or reliance on Third Party Content or services. Autodesk does not test, screen, control, endorse, or accept responsibility for any such third-party Content or services (including, without limitation, errors or omissions) or the results obtained by using any Third Party Content or services, and any dealings between You and any third party in connection with such Content or services, including, without limitation, 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 Content or services. Access to and use of certain Content and services (whether of Autodesk or third parties) may require assent to separate terms and/or payment of additional fees.
3.6 Communications Network. You will be solely responsible for arranging and paying any cost for equipment, services and other resources required for You to access and/or use the Service, including, without limitation, Internet service provider fees, telecommunications fees, and the costs of any equipment and third-party software (including, without limitation, encryption and other security technology).
3.7 Deleting Your Content. Some Services permit You to delete Your Content from the Service (however, You understand it may persist in backup copies for a reasonable period of time). In addition to Autodesk's rights to delete Your Content upon expiration or termination of these Terms under Section 10.2 (Effect of Termination), Autodesk reserves the right to delete inactive accounts or purge related Content (and all backups thereof), without further notice and Autodesk Parties shall have no responsibility or liability for deletion or any failure to store Your Content. Autodesk may remove any Content that is posted to the Service without notice if it believes that such Content is excessive in size or exceeds reasonable (or Entitlement) storage limits.
4.1 Privacy Statement. You understand and agree that by using the Service, You consent to the collection, use, processing, and storage of Your personal data as described in the then-current Privacy Statement, including cross-border transfers as described in the policy.
4.2 Compliance with Privacy Laws; Permissions. You acknowledge and agree that You are responsible for compliance with all applicable privacy and data protection laws related to personal data provided to Autodesk in connection with use of the Service by You or Your personnel ("Personal Data"), including any applicable requirements related to notice, consent, transfer (including cross-border transfer), disclosure, and use of Personal Data in connection with the Service, including as described in the Privacy Statement. Without limiting the foregoing, You will ensure that You have obtained consents, to the extent necessary, to provide Personal Data to be transferred to, collected, stored, used and otherwise processed by Autodesk and its service providers, and that any individual who accesses or uses the Service has been made aware of the Autodesk Privacy Statement.
4.3 Service Providers; No Sensitive Personal Data. You acknowledge that Autodesk may use third-party service providers in connection with the Services, including without limitation the use of cloud computing service providers which may transmit, maintain and store Your data using third-party computers and equipment in locations around the globe. You acknowledge that any data storage functionality associated with the Services is not intended for the storage of 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 (collectively, "Sensitive Personal Data"). You agree not to upload or otherwise submit any Sensitive Personal Data in connection with the Service and further agree that Autodesk Parties will have no responsibility or liability with respect to any such Sensitive Personal Data that is processed, transmitted, disclosed, or stored in connection with the Service.
5. Indemnification. You shall, at Your sole expense and to the fullest extent permitted by law, indemnify, defend (at Autodesk's request), and hold harmless Autodesk Parties against any and all losses, liabilities, expenses (including reasonable attorneys' fees) suffered or incurred by Autodesk Parties by reason of any claim, suit or proceeding ("Claim") arising out of or in connection with: (a) 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 of any individual or entity's trade secret, 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; (b) any breach of or failure by You to comply with these Terms (including, without limitation, any Policies and Additional Agreements); or (c) use of the Service Offering by You (or anyone who accesses the Service through You pursuant to Section 1.3). If requested by Autodesk to defend a Claim, You will not agree to any settlement 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.
6. Your Warranties; Disclaimer of Warranties
6.1 Your Warranties. You acknowledge and agree that (a) You have the requisite rights to submit, develop and use Your Content in connection with the Service and to grant the licenses set forth in these Terms; (b) 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; (c) Your Content is not subject to any restriction on disclosure, transfer, download, export or re-export under any applicable law, rule or regulation; and (d) any information You provide in connection with Your registration for, or use of, the Service is and shall remain true, accurate, and complete, and that You will maintain and update such information regularly.
6.2 Warranty Disclaimer. NOTWITHSTANDING ANY WARRANTY APPLICABLE TO THE SOFTWARE IN THE LICENSE AGREEMENT, THE SERVICE OFFERING IS PROVIDED "AS IS" AND "AS AVAILABLE." AUTODESK PARTIES MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, WITH RESPECT TO THE SERVICE OFFERING, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. YOUR USE OF THE SERVICE OFFERING IS AT YOUR OWN DISCRETION AND RISK. AUTODESK PARTIES DO NOT WARRANT THAT ANY USE OF OR ACCESS TO THE SERVICE OFFERING WILL BE ERROR-FREE, COMPLETE, SECURE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS; THAT OPERATION OR AVAILABILITY WILL BE UNINTERRUPTED; OR THAT ERRORS OR FAILURES WILL BE CORRECTED OR REMEDIED; AND AUTODESK PARTIES HEREBY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION THEREWITH. AUTODESK PARTIES DO NOT WARRANT THAT THE SERVICE OFFERING WILL PERFORM IN ANY PARTICULAR MANNER AND HEREBY DISCLAIM LIABILITY FOR NEGLIGENCE AND GROSS NEGLIGENCE. WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR (AND AUTODESK PARTIES ASSUME NO RESPONSIBILITY AND WILL HAVE NO LIABILITY OF ANY KIND FOR) (i) THE DECISIONS THAT YOU MAY MAKE REGARDING THE SERVICE OFFERING, (ii) USE OF THE SERVICE OFFERING INCLUDING ANY CONTENT, DATA, INFORMATION, OR OTHER MATERIAL ACCESSED BY YOU IN CONNECTION WITH THE SERVICE OFFERING, OR (iii) ANY EFFECTS ON YOUR BUSINESS THAT MAY RESULT FROM SUCH USE. AUTODESK PARTIES MAKE NO WARRANTIES TO ANY THIRD PARTY. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE IN CONNECTION WITH THE SERVICE OFFERING INCLUDING ANY CONTENT, DATA, INFORMATION, OR OTHER MATERIAL ACCESSED BY YOU IN CONNECTION WITH THE SERVICE OFFERING, INCLUDING, WITHOUT LIMITATION, TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. AUTODESK PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE OFFERING IS OR WILL BE APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION AND YOU ACKNOWLEDGE AND AGREE THAT AUTODESK MAY LIMIT A SERVICE OFFERING'S AVAILABILITY, IN WHOLE OR IN PART, TO ANY GEOGRAPHIC AREA, JURISDICTION OR LANGUAGE THAT AUTODESK CHOOSES, AT ANY TIME, IN AUTODESK'S SOLE DISCRETION. YOU EXPRESSLY ACKNOWLEDGE THAT PRE-RELEASE SERVICES HAVE NOT BEEN FULLY TESTED AND MAY CONTAIN DEFECTS OR DEFICIENCIES WHICH MAY NOT OR WILL NOT BE CORRECTED BY AUTODESK, THAT PRE-RELEASE PRODUCTS MAY UNDERGO SIGNIFICANT CHANGES PRIOR TO RELEASE OF THE CORRESPONDING GENERALLY AVAILABLE FINAL VERSION AND THAT THE GENERALLY AVAILABLE FINAL VERSION MAY NOT CONTAIN CERTAIN FEATURES OR FUNCTIONALITY THAT ARE CONTAINED IN THE VERSION OF THE PRE-RELEASE PRODUCTS MADE AVAILABLE TO YOU. NOTWITHSTANDING THE FOREGOING, AUTODESK SHALL HAVE NO OBLIGATION TO RELEASE ANY PRODUCT OR MAKE AVAILABLE ANY SERVICE BASED ON THE PRE-RELEASE PRODUCTS OR CONFIDENTIAL INFORMATION PROVIDED HEREUNDER. This Section 6.2 will be enforceable to the maximum extent allowed by applicable law. No information or advice (whether written, oral or otherwise) provided by Autodesk 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.
6.3 Functionality Limitations. THE SERVICE OFFERING IS 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 SERVICE OFFERING, THE SERVICE OFFERING HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE USED AND MAY NOT ACHIEVE THE RESULTS YOU DESIRE. WITHOUT LIMITATION OF SECTION 3.2 (RESPONSIBILITY FOR YOUR CONTENT) OR 6.2 (DISCLAIMERS), AUTODESK PARTIES SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY RESULTS OR OUTPUT OBTAINED OR OTHERWISE VIEWED THROUGH THE SERVICE OFFERING OR ANY MATERIALS DEVELOPED BY YOU IN CONNECTION WITH THE SERVICE OFFERING. YOU ARE RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT AND CONTROL OF THE SERVICE OFFERING. THIS RESPONSIBILITY INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE SERVICE OFFERING AND THE SELECTION OF THE SERVICE OFFERING 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 SERVICE OFFERING (IF ANY), INCLUDING ALL ITEMS VIEWED OR DESIGNED USING THE SERVICE OFFERING.
7. 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, (A) IN NO EVENT WILL AUTODESK PARTIES BE LIABLE HEREUNDER FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR ANY OTHER DAMAGES 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 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 (B) THE TOTAL CUMULATIVE COLLECTIVE LIABILITY OF AUTODESK PARTIES FOR ALL COSTS, LOSSES OR DAMAGES FROM ALL CLAIMS, ACTIONS OR SUITS HOWEVER CAUSED OR ARISING FROM OR IN RELATION TO YOUR USE OF THE SERVICE OFFERING SHALL NOT EXCEED THE LESSER OF ALL AMOUNTS PAID BY YOU FOR THE SERVICE OFFERING GIVING RISE TO THE CLAIM IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM OR ONE HUNDRED DOLLARS ($100).
8. Release and Waiver. To the maximum extent permitted by applicable law, You hereby release and waive all claims against Autodesk Parties 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 Offering. 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. Autodesk will have (and You grant) a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate any suggestions, feedback, improvement requests or other recommendations You or Your users provide, relating to the Services ("Feedback").
9. Basis of the Bargain. The parties agree that releases, waivers, 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 Service Offering under these Terms, and Autodesk would not have entered into these Terms and provided the Service Offering in the absence of such releases, waivers, warranty disclaimers, limitations of liability and indemnities.
10. Term and Termination
10.1 Term and Termination. These Terms shall become effective on the date You first agree to these Terms by selecting the box indicating that you have read and agree to these Terms or, if earlier, the date You first access or use the Service ("Effective Date"). Each of Autodesk or you may 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, Autodesk may, as an alternative to termination, suspend the Service and Your access to the Service Offering, and/or other Autodesk obligations or Your rights under these Terms, 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 other terms relating to any such Service. Autodesk may also terminate this Agreement if You become subject to bankruptcy proceedings, become insolvent, or make an arrangement with Your creditors. These Terms will terminate automatically without further notice or action by Autodesk if You go into liquidation. You acknowledge and agree that Autodesk may assign or sub-contract any of its rights or obligations under these Terms. You may terminate these Terms at any time, with or without cause, effective upon notice of termination. Unless earlier terminated in accordance with this Section 10.1, these Terms shall automatically terminate on the first to occur of the (a) date or end of the term of the Service identified in Your Entitlements, (b) the expiration or termination of an Additional Agreement or the Special Service Terms, (c) the removal of the Service from the Separate Autodesk Product or Entitlement, or (d) the discontinuation of the Service by Autodesk. For all Service Offerings identified as "Beta", "Labs" or "Pre-Release or made available as "free" or without requirement of payment for a Separate Autodesk Product or Subscription, (i) these Terms may be terminated at any time by Autodesk, with or without cause, effective upon notice of termination; and (ii) if no expiration date or end of term is identified in the Entitlements, and neither of the events described in (b), (c) or (d) above has first occurred, then these Terms shall terminate on the first anniversary of the Effective Date. Without limitation of anything in this paragraph, for all Service Offerings accessed as part of Subscription, these Terms and Your access to the Services will terminate when Your Subscription (and the Subscription Program Terms applicable to Your Subscription) terminates or expires.
10.2 Effect of Termination. Upon any termination of these Terms for any reason, You must immediately cease using the Service. Termination of these Terms does not affect, or give You any right to terminate, any Additional Agreement. Sections 1.4, 1.5, 2, 3.1 (first sentence), 3.2 through 9 and 10.2 through 12 will survive termination of these Terms for any reason. It is Your responsibility to retain copies of Your Content. Upon termination Autodesk shall have the right to immediately delete, without notice, Your Content, if any, and all backups thereof, and Autodesk Parties shall not be liable for any loss or damage which may be incurred by You or any third parties as a result of such deletion.
11.1 Modifications to Service and/or Terms. Autodesk reserves the right, from time to time in its sole discretion, to (a) modify or release subsequent versions of the Service, (b) impose license keys or other means of controlling access to the Service, (c) limit or suspend Your access to the Service, and (d) change, suspend or discontinue the Service at any time. You acknowledge and agree that Autodesk may at any time make feature or functionality updates to the Service. Autodesk may modify these Terms at any time upon notice to You. Notice may occur by (i) posting such revised Terms on the Autodesk website at http://usa.autodesk.com/company/legal-notices-trademarks or any successor or supplemental web page of Autodesk, (ii) via email or (iii) any other manner deemed reasonable by Autodesk. Except as may be otherwise expressly set forth in the Subscription Program Terms, if a modification to these Terms is unacceptable to You, You must immediately stop using the Service and any continued use of the Service by You after any such modification will constitute Your acceptance of such modification.
11.2 Governing Law and Jurisdiction. These Terms will be governed by and construed in accordance with the laws of (a) Switzerland if You acquired the Separate Autodesk Product or, for Stand-Alone Services if you subscribed to the Service in a country in Europe, Africa or the Middle East, (b) Singapore if You acquired the Separate Autodesk Product or, for Stand-Alone Services if you subscribed to the Service in a country in Asia, Oceania or the Asia-Pacific region, or (c) the State of California (and, to the extent controlling, the federal laws of the United States) if You acquired the Separate Autodesk Product or, for Stand-Alone Services if you subscribed to the Service in a country in the Americas (including the Caribbean) or any other country not specified in this Section 11.2. The laws of such jurisdictions shall govern without reference to the conflicts-of-laws rules thereof. The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to (and are excluded from the laws governing) these Terms. In addition, You agree that any claim, action or dispute arising under or relating to these Terms (including, without limitation, the Special Service Terms) will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the Superior Court of the State of California, County of Marin, or the United States District Court for the Northern District of California in San Francisco, except that if You acquired the Separate Autodesk Product or, for Stand-Alone Services if you subscribed to the Service in (a) a country in Europe, Africa or the Middle East, any such claim or dispute will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the courts of Switzerland, or (b) a country in Asia, Oceania or the Asia-Pacific region, any such claim or dispute will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the courts of Singapore. Nothing in the foregoing will prevent Autodesk from bringing an action for infringement of intellectual property rights in any country where such infringement is alleged to occur.
11.3 Export Control. You acknowledge and agree that Your use of the Service Offering 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 shall be solely responsible for complying with the Export Control Laws and monitoring any modifications to them. 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's proliferation-related lists), (iii) You will not, unless otherwise authorized under the Export Control Laws, use the Service Offering in any restricted end use, including, without limitation, design, analysis, simulation, estimation, testing, or other activities related to nuclear, chemical/biological weapons, rocket systems or unmanned air vehicles applications, and (iv) 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 Service Offering to disclose, transfer, download, export or re-export, directly or indirectly, Your Content, Third Party 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.
11.4 Claims of Copyright Infringement. 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.
11.5 Independent Contractors. The parties' relationship to each other under these Terms is strictly that of independent contractors and 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. Each party will be responsible for covering their respective costs and expenses in performing their duties under these Terms, unless expressly provided otherwise herein.
11.6 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.
11.7 Headings; Language. 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 acquired the license for the Service 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.
11.8 Notices. Notices in connection with these Terms by either party will be in writing and will be sent by electronic mail, postal service, or a delivery service (such as UPS, FedEx or DHL), except that You may not provide notice to Autodesk of an Autodesk breach or termination of these Terms by electronic mail. 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. You hereby consent to service of process being effected on You by registered mail sent to the address set forth on Your Customer Information Form (or, if no Customer Information Form has been provided, Your last address known by Autodesk) if so permitted by applicable law. Notices from You to Autodesk will be effective (a) in the case of notices by email, one (1) day after sending to (and receipt by Autodesk at) CopyrightAgent@autodesk.com, or (b) in the case of notices by mail or delivery service, when received by Autodesk at Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903, USA, Attention: Copyright Agent. If You have a Subscription, either party may also provide notice as set forth in the Subscription Program Terms.
11.9 Waiver; No Assignment. A party may only waive its rights under these Terms by a written document executed by both parties. Any failure to enforce any provision of these Terms shall not constitute a waiver thereof or of any other provision hereof. You may not assign or delegate these Terms or any of Your rights or obligations hereunder. Any unauthorized assignment will be null and void.
11.10 Entire Agreement. These Terms (including, without limitation, the Additional Agreements and Policies) 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 Offering. In the event of a conflict or inconsistency between these Terms and any Additional Agreement or Policy, these Terms will control, except (a) that the Entitlements and Special Service Terms will control over these Terms and (b) an Additional Agreement will control to the extent that it expressly overrides these Service Terms with respect to the Service.
12.1 "Additional Agreement" means an agreement (a) for a Separate Autodesk Product (if any) or (b) that You and Autodesk otherwise agree in writing constitutes an Additional Agreement and includes certain terms and conditions for access or use of the Service or Software. Additional Agreements include, without limitation, the License Agreement and Subscription Program Terms, as applicable.
12.2 "API Information" means the standard applications programming interface ("API") information generally provided by Autodesk to users of the Service Offering that specifies the requirements for interfacing to (e.g., invoking or directing the functions of) the Software included in such Service Offering. API Information does not include any implementation of such interface information, any Development Materials or any other Software.
12.3 "Autodesk" means Autodesk, Inc., a Delaware corporation, except that if You acquire a license or subscription to the Service in (a) a country in Europe, Africa or the Middle East, "Autodesk" means Autodesk Development Sàrl or (b) a country in Asia, Oceania or the Asia-Pacific region, "Autodesk" means Autodesk Asia Pte Ltd.
12.4 "Autodesk Parties" means Autodesk and its affiliates, agents and suppliers and each of their respective officers, directors and employees.
12.5 "Computer" means (a) a single electronic device, with one or more central processing units (CPUs), that accepts information in digital or similar form and manipulates the information for a specific result based on a sequence of instructions, or (b) a software implementation of such a device (or so-called virtual machine).
12.6 "Content" means any files, designs, models, data sets, project information, materials, documents, computer programs or similar material (including, without limitation, any modules and components, functions and features of a computer program), media, audio, images, names, email addresses, comments, notes, links and other content, data and information.
12.7 "Customer Information Form" means a form completed by or on behalf of You and submitted to Autodesk (or by a reseller or distributor authorized by Autodesk), directly or indirectly, in connection with Your order for a license or subscription to the Service or a Separate Autodesk Product.
12.8 "Development Materials" means SDKs (software development kits) and other toolkits, libraries, scripts, reference or sample code, and similar developer materials included in the Service Offering.
12.9 "Documentation" means any technical requirements and end-user documentation for the Service made available to You by Autodesk.
12.10 "Entitlement Site" means the website owned or operated by or for Autodesk through which You can view Your specific Entitlements. For some Services, access to the Entitlement Site may be through functionality within Your Separate Autodesk Product or Service.
12.11 "Entitlements" means Your entitlements to use the Service (such as 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 Separate Autodesk Product, stand-alone Service or type or level of 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 Entitlement Site and Service Site (including, without limitation, the description of the Service, Documentation and minimum technical requirements for the Service).
12.12 "Forum" means any (a) Autodesk or third party discussion group, chat area, bulletin board, news group, wiki/help area or social network (except for those which are limited to a private group of users through the maintenance of permissions, controls and/or other privacy settings) or public area of the Service, and (b) feedback, email, message or letter to Autodesk, its webmaster or employees and any other communication to Autodesk through an interactive functionality offered as part of the Service or any website owned or operated by or for Autodesk.
12.13 "License Agreement" means the end user license agreement provided or referenced by Autodesk in connection with the Software, or if no such agreement is provided or referenced by Autodesk, then the Autodesk License and Services Agreement referred to as the "Design Suites License and Services Agreement" as currently available athttp://usa.autodesk.com/company/legal-notices-trademarks/terms-of-use, or any successor or supplemental web page of Autodesk.as it may be modified from time to time in Autodesk's sole discretion.
12.14 "Personnel" means (a) Your individual employees and (b) individual persons who are independent contractors working on Your premises and who access and use the Service only on and through Computers owned or leased and controlled by You.
12.15 "Policies" mean collectively the Entitlements, Special Service Terms, Documentation, Rules of Conduct, Privacy Statement and all other terms incorporated into these Terms by reference.
12.16 "Privacy Statement" means Autodesk's Privacy Statement as currently available at www.autodesk.com/privacy , as it may be modified from time to time in Autodesk's sole discretion.
12.18 "Separate Autodesk Product" means any separate Autodesk product that You acquired or subscribed to which entitles You to access and use the Service Offering. A Separate Autodesk Product may be (a) a stand-alone product or service, (b) a Subscription, or (c) a suite of products and/or services.
12.19 "Service" means a web- or cloud-based service requiring a connection to the Internet and that Autodesk makes available through a Separate Autodesk Product or the Service Site.
12.20 "Service Offering" means the Service, API Information, Development Materials, Documentation, Service Site, Entitlement Site and any and all Content (including, without limitation, Third Party Content), sample data sets, sample models or other sample Content, information, data or materials provided by Autodesk hereunder or viewed or generated in connection with the Service (including, without limitation, any output, results, recommendations or projections based upon Your Content or otherwise) or any related subject matter.
12.21 "Service Site" means the website(s) owned or operated by or for Autodesk that is associated with the Service.
12.22 "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 Autodesk for use as part of the Service (whether by download or as a hosted solution).
12.23 "Special Service Terms" means any specific terms and conditions for access and use of a particular Service which are set forth at a location where a user may order or register for, or that is displayed in connection with ordering or registering for, such Services (e.g., a web page) or, if there are no such terms, at http://usa.autodesk.com/company/legal-notices-trademarks/terms-of-use or any successor or supplemental web page of Autodesk, , as they may be modified by Autodesk from time-to-time in its discretion.
12.24 "Subscription" means a subscription that You purchased to an Autodesk product that entitles You (in addition to other benefits) to access and use the Service.
12.25 "Subscription Program Terms means the terms for a Subscription set forth at http://usa.autodesk.com/company/legal-notices-trademarks/support-terms-and-conditions or any successor or supplemental web page of Autodesk (the URL for which may be obtained on Autodesk's website or on request), as they may be modified from time-to-time by Autodesk in accordance with its terms.
12.26 "Terms" means, collectively, these Service Terms, the Additional Agreements and Policies.
12.27 "Third Party Content" means any Content made available to You by any third party through or in connection with a Service or any website owned or operated by or for Autodesk.
12.28 "Your Content" means, collectively, (a) the Content and/or data that You submit or upload in connection with the Service, (b) Your specific output generated from the Service, if any, based on Your own raw data or information and (c) 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 and/or Development Materials.
12.29 "Your Submission" means Your Content or information that You upload, email, post, publish or otherwise transmit or submit to a Forum through or in connection with the Service, directly or indirectly.
If You do not agree to all of the terms and conditions of these Terms, You should not select the "I Agree" button or box (or other mechanism designed to acknowledge agreement) indicating that You have read and agree to these Terms and You are not permitted to access or use the Service; however, any unauthorized use or access by You still constitutes agreement and consent to these Terms.
You can access a copy of these terms on the Autodesk website at http://usa.autodesk.com/company/legal-notices-trademarks or any successor or supplemental web page of Autodesk. You should print and keep a copy of these Terms for Your records.