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Autodesk, Inc., a Delaware corporation with a principal place of business at 111 McInnis Parkway, San Rafael, California, and its subsidiaries (collectively, "Autodesk") makes information, products, and services available on this website (the “Site”), subject to the following terms and conditions ("Terms"). If you would like to view more information about us, or would like to contact us in relation to the Site, please visit:
“You” or “your” means you personally (i.e., the individual who reads and agrees to be bound by these terms), and, if you access this Site on behalf of a corporation or other legal entity (including, but not limited to, a partnership, LLC or LLP), collectively, you and such corporation or other legal entity on whose behalf you access the Site.
No charge is made for your use of the Site (unless otherwise stated), although you should be aware that charges for Internet use may apply at rates determined by your provider. Autodesk reserves the right to change the products, services, prices, and programs mentioned in this Site, at any time, at its sole discretion.
Further, your use of this Site is subject to those additional terms and conditions provided by Autodesk and, subject to Autodesk's sole discretion, applicable to certain information, products, and services offerings available through this Site. Such additional terms and conditions include, but are not limited to, license agreements, supplementary user agreements, and the Privacy Policy and Consent for Linking (collectively, "Additional Terms"). The Additional Terms are hereby incorporated by reference into these Terms (if there is any conflict between the Additional Terms and these Terms, the Additional Terms shall prevail with respect to the subject matter of such Additional Terms).
Autodesk reserves the right to change these Terms, and provide you with notice of such change by posting the revised draft of the Terms on the Site or by other reasonable means selected by us. You can determine when these Terms were last revised by referring to the “LAST UPDATED” legend at the top of these Terms. Your continued use of the Site after such changes will indicate your acceptance of such changes.
Autodesk further reserves the right to seek all remedies available by law and in equity for any violation of these Terms. Any rights not expressly granted herein are reserved by Autodesk.
1. Eligibility. If you are using this Site on behalf of a corporation or other legal entity, you represent that you are authorized to accept these terms and conditions on behalf of such corporation or other legal entity. Further, you acknowledge that you are 13 years of age or older, and, if under the age of 18, are using this Site under the active supervision of a parent, legal guardian, or other responsible adult. Individuals who are under the age of majority in their jurisdiction are not allowed to use this Site or transmit or otherwise submit personally identifiable information to Autodesk.
2. Terms Applicable to Corporations. The following terms and conditions apply specifically to any corporation or other legal entity that is subject to these Terms: You agree to require each of your employees to be bound by the terms and conditions of these Terms and you agree to remain responsible and liable for all acts and omissions of your employees in connection with the Site, including any breaches of these Terms. All references to your access and/or use of the Site herein include access and/or use of the Site by your employees. You agree that each of your employees is responsible for maintaining the confidentiality of any password that such employee may use to access the Site, and you agree not to let any employee transfer a password or user name, or lend or otherwise transfer use of or access to the Site, to other employees or any third party. If an employee leaves your employ, or if you wish to disable an employee’s access to the Site, you are responsible for any such changes. You are fully responsible for all interaction with the Site that occurs in connection with passwords or user names associated with your employees (including any former employees).
3. U.S.-Based Website. The Site is controlled and operated by Autodesk from the United States, and, except as expressly set forth herein, is not intended to subject Autodesk to the laws or jurisdiction of any state, country or territory other than that of the United States. Autodesk does not represent or warrant that the Site or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Site, you do so on your own initiative and at your own risk, and are responsible for complying with all local laws, rules and regulations. You are also subject to U.S. export controls and are responsible for any violations of such controls, including any U.S. embargoes or other federal rules and regulations restricting exports. Autodesk may limit the Site's availability, in whole or in part, to any person, geographic area or jurisdiction Autodesk chooses, at any time and in Autodesk’s sole discretion.
4. Information Submitted Through the Site. Your submission of information through the Site is governed by Autodesk's Privacy Policy, which is located at http://usa.autodesk.com/company/legal-notices-trademarks/privacy-policy (the “Privacy Policy”) and is hereby incorporated into these Terms by this reference. You represent and warrant that any information that you provide in connection with your use of the Site is and shall remain true, accurate, and complete, and that you will maintain and update such information regularly. You agree that if any information that you provide is or becomes false, inaccurate, obsolete or incomplete, Autodesk may terminate your use of the Site.
5. Registration; User Names and Passwords. You may be required to register with Autodesk in order to access certain areas of the Site. With respect to any such registration, Autodesk may refuse to grant you, and you may not use, a user name (or e-mail address) that is already being used by someone else; that may be construed as impersonating another person; that belongs to another person; that personally identifies you; that violates the intellectual property or other rights of any person; that is offensive; or that Autodesk rejects for any other reason in Autodesk’s sole discretion.
Your user name and password are for your personal use only, and not for use by any other person. You are responsible for maintaining the confidentiality of any password you may use to access the Site, and agree not to transfer your password or user name, or lend or otherwise transfer your use of or access to the Site, to any third party. You are fully responsible for all interaction with the Site that occurs in connection with your password or user name. You agree to notify Autodesk immediately of any unauthorized use of your password or user name or any other breach of security related to your account or the Site, and to ensure that you “log off”/exit from your account with the Site (if applicable) at the end of each session. Autodesk is not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.
6. Purchases. If you wish to purchase our products and services, for your convenience, we may provide links on the Site to a web store where you can make such purchases. Please be aware that the web store may be hosted on the Site or on a sub-domain of the Site, but is operated by a third party, and is governed by such third party’s website terms and conditions, not by these Terms and for which Autodesk is in no way responsible or liable. We encourage you to read the terms and conditions of the web store prior to making any purchases. These Terms do not govern, and we are not responsible or liable for, your interaction with such web store. Please see Section 12 below for more information on links provided on the Site.
7. Software. Any software that is made available to download by or through this Site ("Software") is the copyrighted work of Autodesk, its suppliers and/or its licensors. Use of the Software may be governed by the terms of the end user license agreement or other agreement applicable to the Software (each, a “License Agreement”). You may not install any Software that is accompanied by or includes a License Agreement unless you have agreed to the applicable License Agreement terms.
The Software is made available for downloading solely for use by end users in accordance with the License Agreement and/or these Terms. Except to the extent expressly permitted in any applicable License Agreement, or expressly authorized under applicable law overriding any of the following restrictions, you agree that you will not sell, lease, lend, convey, transmit, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or attempt to derive source code from the Software.
Any reproduction, redistribution or other use or exploitation of the Software not in accordance with the License Agreement and/or these Terms is expressly prohibited by law, and may result in civil and criminal penalties. Violators will be prosecuted to the maximum extent permitted under law and equity.
WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY ANY LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE.
Any Software and documentation for such Software that are downloaded from this Site for or on behalf of an agency or instrumentality of the United States Government are “commercial computer software" and “commercial computer software documentation", and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable, use, reproduction and disclosure of the Software and such documentation are governed by the terms and conditions set forth in these Terms.
8. Proprietary Rights. The information and materials made available through the Site, including the Software, are and shall remain the property of Autodesk, its subsidiaries, affiliates, licensors and/or suppliers, and are protected by copyright, trademark, patent, and/or other proprietary rights and laws. Subject to your compliance with these Terms, solely for so long as you are permitted by Autodesk to access and use the Site, and provided that you keep intact all copyright and other proprietary notices, you may (a) view any content on the Site to which we provide you access hereunder on any single computer solely for personal, informational, non-commercial purposes, and (b) download and print one (1) copy of materials that Autodesk specifically makes available for downloading (such as white papers) (the "Documents") from this Site solely for personal, informational, non-commercial purposes, provided that the Documents may not be modified or altered in any way. You may not use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit, rent, lease, modify, loan, sell, distribute, or create derivative works based (whether in whole or in part) on, the Site or any information from this Site, in whole or in part, without the express prior written authorization of Autodesk. Elements of the Site are protected by copyright, trade dress, trademark, unfair competition, and/or other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound, or image from the Site may be copied or retransmitted unless expressly permitted in writing by Autodesk. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Autodesk’s or its affiliates’ or suppliers’ trade names, trademarks or service marks without Autodesk’s express prior written consent.
9. Disclaimer of Warranties. AUTODESK AND/OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, SUPPLIERS AND LICENSORS AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES MAKE NO REPRESENTATIONS ABOUT THE SITE, ANY PRODUCTS AND SERVICES CONTAINED ON THE SITE OR THE SUITABILITY OF THE INFORMATION CONTAINED IN THE MATERIALS, INFORMATION, CONTENT, DOCUMENTS, AND RELATED GRAPHICS PUBLISHED ON THIS SITE FOR ANY PURPOSE. THE SITE, ANY PRODUCTS OR SERVICES (INCLUDING WITHOUT LIMITATION, THIRD PARTY PRODUCTS AND SERVICES) OBTAINED THROUGH THE SITE, AND ALL SUCH INFORMATION, CONTENT, DOCUMENTS, AND RELATED GRAPHICS ARE PROVIDED FOR YOUR USE AT YOUR OWN RISK AND "AS IS" WITHOUT WARRANTY OF ANY KIND. AUTODESK AND/OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS SITE, SUCH PRODUCTS AND SERVICES AND SUCH INFORMATION, CONTENT, DOCUMENTS, AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
PLEASE NOTE THAT THE LICENSE AGREEMENT APPLICABLE TO ANY SOFTWARE AVAILABLE THROUGH THE SITE MAY CONTAIN EXPRESS (BUT NOT IMPLIED) WARRANTIES APPLICABLE TO SOFTWARE, WHICH WILL GOVERN THAT PARTICULAR SOFTWARE. EXCEPT AS EXPRESSLY WARRANTED BY AUTODESK IN SUCH LICENSE AGREEMENT, THE SOFTWARE IS GOVERNED BY THE DISCLAIMER OF WARRANTIES SET FORTH IN THE PREVIOUS PARAGRAPH OF THIS SECTION 9.
10. Limitation of Liability. IN NO EVENT SHALL AUTODESK AND/OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, SUPPLIERS AND LICENSORS AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SITE, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, WHETHER IN AN ACTION OF EQUITY, CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SITE, ANY PRODUCTS AND SERVICES AVAILABLE THROUGH THE SITE, ANY SOFTWARE, INFORMATION, CONTENT, DOCUMENTS, RELATED GRAPHICS, PROVISION OF OR FAILURE TO PROVIDE SERVICES AVAILABLE FROM OR THROUGH THIS SITE, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. IN PARTICULAR, AND WITHOUT LIMITATION, AUTODESK AND/OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, SUPPLIERS AND LICENSORS AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR FROM ANY SOFTWARE AND/OR OTHER CONTENT POSTED ON THE SITE BY AUTODESK OR ANY THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. THE MAXIMUM LIABILITY OF AUTODESK FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO AUTODESK TO ACCESS AND USE THE SITE.
THE SITE, THE PRODUCTS AND SERVICES AVAILABLE THROUGH THE SITE AND THE INFORMATION, CONTENT, SOFTWARE, DOCUMENTS, AND RELATED GRAPHICS PUBLISHED ON THIS SITE COULD INCLUDE TECHNICAL INACCURACIES, ERRORS, OR OMISSIONS. CHANGES MAY BE PERIODICALLY ADDED TO THE INFORMATION HEREIN. AUTODESK AND/OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, SUPPLIERS AND LICENSORS MAY, BUT ARE NOT OBLIGATED TO, MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE, THE PRODUCTS AND SERVICES AVAILABLE THROUGH THE SITE AND THE INFORMATION, SERVICE(S), SOFTWARE, PRODUCT(S), AND/OR THE PROGRAM(S) DESCRIBED HEREIN AT ANY TIME.
NOTHING IN THIS SECTION 10 SHALL LIMIT AUTODESK'S LIABILITY TO YOU IN THE EVENT OF DEATH OR PERSONAL INJURY RESULTING FROM AUTODESK'S PROVEN NEGLIGENCE, OR FRAUDULENT MISREPRESENTATION, OR CONCEALMENT, OR FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED BY APPLICABLE LAWS.
11. Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send Autodesk a notice requesting that Autodesk remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send Autodesk a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See https://www.copyright.gov/ for details. Notices and counter-notices should be sent to:
Copyright Agent
Autodesk, Inc.
111 McInnis Parkway
San Rafael, CA 94903
E-mail: copyright.agent@autodesk.com
Tel: (415) 507.5000
Fax: (415) 507.6128
Autodesk suggests that you consult your legal advisor before filing a notice or counter-notice.
12. Links. THE LINKS IN THIS SITE WILL LET YOU LEAVE AUTODESK'S SITE. THE LINKED SITES ARE NOT UNDER THE CONTROL OF AUTODESK AND AUTODESK IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. AUTODESK IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. AUTODESK IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY AUTODESK OF ANY LINKED SITES. YOU AGREE THAT YOUR USE OF THIRD PARTY WEBSITES AND RESOURCES, INCLUDING WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEBSITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.
13. Rules of Conduct. While using the Site you will comply with all applicable laws, rules and regulations. In addition, Autodesk expects users of the Site to respect the rights and dignity of others. Your use of the Site is conditioned on your compliance with the rules of conduct set forth in this section; any failure to comply may also result in termination of your access to the Site pursuant to Section 18 below. You agree that you will not:
14. Forums. "Forum" means a discussion group, chat area, bulletin board, news group, wiki/help area, feedback, letter to Autodesk, its webmaster or employees, e-mail function or other interactive functionality offered as part of this Site.
Information on Autodesk’s Forums may be provided by Autodesk and by third party users of the Site. Please note that Site users may post messages or make statements in the Forums that are inaccurate, misleading or deceptive. Autodesk, its affiliates and their respective employees, officers, directors, shareholders, affiliates, agents, representatives, suppliers or licensees neither endorse nor are responsible for any opinion, advice, information or statements made in the Forums by third parties. Without limitation, Autodesk and/or its respective subsidiaries, affiliates, suppliers and licensors and its and their directors, officers, employees, agents and representatives are not responsible for any information or materials made available through the Forums (including without limitation errors or omissions in Forum postings or links or images embedded in Forum messages) or results obtained by using any such information or materials. Under no circumstances will Autodesk and/or its respective subsidiaries, affiliates, suppliers and licensors and its and their directors, officers, employees, agents and representatives, be liable for any loss or damage caused by your reliance on such information or materials. The opinions expressed in the Forums reflect solely the opinions of the individuals who submitted such opinions, and may not reflect the opinions of Autodesk and/or its respective subsidiaries, affiliates, suppliers and licensors and its and their directors, officers, employees, agents and representatives.
In addition, Autodesk and/or its respective subsidiaries, affiliates, suppliers and licensors and its and their directors, officers, employees, agents and representatives have no control over, and shall have no liability for, any damages resulting from, the use (including without limitation republication) or misuse by any third party of information voluntarily made public through any Forum or any other part of the Site. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE IN A FORUM OR OTHERWISE ON THE SITE, YOU DO SO AT YOUR OWN RISK.
15. License. By uploading, emailing, posting, publishing or otherwise transmitting content to any Forum or submitting any content to Autodesk (each, a “Submission”), you acknowledge that such Submission is non-confidential and automatically grant (or warrant that the owner of such rights has expressly granted) to Autodesk 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 such Submission in any form, medium, or technology now known or later developed. In addition, you warrant that all so-called moral rights in the content have been waived. For each Submission, you represent and warrant that you have all rights necessary for you to grant the licenses granted in this section, and that such Submission, and your provision thereof to and through the Site, comply with all applicable laws, rules and regulations.
16. Monitoring. You acknowledge and agree that Autodesk reserves the right (but has no obligation) to do one or more of the following in Autodesk’s discretion, without notice or attribution to you: (i) monitor Submissions as well as access to the Site; (ii) alter, remove, or refuse to post or allow to be posted any Submission; and/or (iii) disclose any Submissions, and the circumstances surrounding their transmission, to any third party in order to operate the Site; to protect Autodesk, its affiliates and their respective employees, officers, directors, shareholders, affiliates, agents, representatives, suppliers or licensees, and the Site's users and visitors; to comply with legal obligations or governmental requests; to enforce these Terms; or for any other reason or purpose. Autodesk disclaims any responsibility for content submitted by users on or through any area of the Site.
17. Rules for Sweepstakes, Contests, Raffles and Similar Promotions. In addition to the terms and conditions of these Terms, any sweepstakes, contests, raffles or similar promotions (collectively, "Promotions") made available through the Site may be governed by specific rules that are separate from these Terms. By participating in any such Promotion, you will become subject to those rules, which may vary from the terms and conditions set forth herein. Autodesk urges you to review any specific rules applicable to a particular Promotion, which will be linked from such Promotion, and to review Autodesk’s Privacy Policy which, in addition to these Terms, governs any information you submit in connection with such activities. To the extent that the terms and conditions of such rules conflict with these Terms, the terms and conditions of such rules shall control.
18. Termination. You agree that Autodesk may, in its sole discretion, at any time for any reason or no reason, terminate your access to this Site and any account(s) you may have in connection with this Site, including if Autodesk believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon any such termination, your right to use the Site will immediately cease. You agree that any termination of your access to or use of the Site may be effected without prior notice, and that Autodesk may immediately deactivate or delete your password and user name, and all related information and files associated with it, and/or bar any further access to such information or files. You agree that Autodesk, its affiliates and their respective employees, officers, directors, shareholders, affiliates, agents, representatives, suppliers or licensees shall not be liable to you or any third party for any termination of your access to the Site or to any such information or files, and shall not be required to make such information or files available to you after any such termination. Sections 2, 3, 8-13, 16 and 19-24 shall survive any expiration or termination of these Terms.
19. Governing Law; Forum. If you have an existing contractual relationship with Autodesk, the governing law and forum with respect to any disputes arising under or in connection with these Terms (including any of our policies referred to herein) and/or the Site will be the law and forum set forth in your existing contract with Autodesk. If you have more than one existing contract with Autodesk, the governing law and forum with respect to any disputes arising under or in connection with these Terms (including any of our policies referred to herein) and/or the Site will be the law and forum set forth in your most recent contract with Autodesk.
If you do not have an existing contractual relationship with Autodesk, then (a) you agree to the non-exclusive jurisdiction of an appropriate state court in Marin Country, California, or an appropriate federal court located in San Francisco, California for any action or proceeding arising out of or related to these Terms; and (b) except to the extent expressly provided in the following paragraph, any disputes arising under or in connection with these Terms (including any of our policies referred to herein) and/or the Site shall be governed by and construed in accordance with the laws of the State of California in the United States without regard to applicable conflict of law provisions. Specifically excluded from application to these Terms is that law known as the United Nations Convention on the International Sale of Goods.
If (i) you do not have an existing contractual relationship with Autodesk; (ii) you are not a U.S. citizen; (iii) you do not reside in the United States; (iv) you are not accessing this Site from the United States; (v) the dispute between you and us is unrelated to your access to or use of the U.S. version of the Site and (vi) you are the citizen of a European Union country who is using the Site for purposes other than for your trade, business or profession, you hereby agree that any disputes arising under or in connection with these Terms (including any of our policies referred to herein) and/or the Site shall be governed by and construed in accordance with the laws of England and Wales, without regarding to applicable conflict of law provisions. Nothing herein shall be deemed to constitute consent by Autodesk to the jurisdiction of any court or other forum of any country for the purpose of resolving any dispute hereunder (other than an appropriate state court in Marin County, California, or an appropriate federal court located in San Francisco, California).
20. Indemnification. You shall defend or settle at your sole expense any claim or suit, including without limitation any proceeding, investigation or claim by a self-regulatory organization, state or federal securities agency or commission, (collectively, an "Action") against Autodesk and/or each of its affiliates, and their respective employees, officers, directors, shareholders, affiliates, agents, representatives, suppliers or licensees (each, an "Indemnitee") to the fullest extent permitted by law arising out of or in connection with: (1) an assertion that the information, content, or other materials or services provided or made available by you, 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 by you of your obligations under these Terms; (3) your unlawful and/or unauthorized use of, or activities in connection with this Site, including the information, content, services, and/or products provided on the Site; and (4) any Submission provided by you in a Forum. You shall indemnify and hold harmless the Indemnitee from and against any and all damages, costs, liabilities, and attorneys' fees incurred in defending and/or resolving such Action. The foregoing indemnities shall survive expiration or termination of these Terms.
21. Notices. Notices to Autodesk under 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. Notices to you may be made via posting to the Site, by e-mail, or by regular mail, in Autodesk's discretion. The Site may also provide notices of changes to these Terms or other matters by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
22. Forward-Looking Statements. Some of the information on this Web Site may contain projections or other forward-looking statements regarding future events or the future financial performance of Autodesk. We wish to caution you that these statements are only predictions and actual events or results may differ materially. Such statements include those that (a) use the words “believes,” “expects,” “anticipates,” “estimates” or words of similar importance or meaning; (b) are specifically identified as forward-looking; (c) describe any of Autodesk’s plans, objectives or goals for future operations and products; or (d) concern the characteristics and growth of Autodesk’s markets or customers or Autodesk’s expected liquidity and capital resources. Factors that could cause actual results to differ materially include economic, competitive, governmental and technological influences affecting Autodesk’s operations, markets, products, services and prices. Further information on potential factors that could affect the actual financial results of Autodesk are included in Autodesk’s filings with the Securities and Exchange Commission; specifically, Autodesk’s most recent reports on Form 10-K and Form 10-Q. Autodesk does not assume any obligation to update any forward-looking statement to reflect events that occur or circumstances that exist after the date on which they were made.
23. Miscellaneous. These Terms contain the entire agreement between you and Autodesk with respect to this Site and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Autodesk with respect to this Site. You hereby acknowledge that you shall have no power or authority to assume or create any obligation or responsibility on behalf of Autodesk. 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. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms without Autodesk’s express prior written consent. No provision of these Terms is intended for the benefit of any third party, and the parties do not intend that any provision should be enforceable by a third party either under the Contracts (Rights or Third Parties) Act 1999 or otherwise. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. Autodesk will not be responsible for failures to fulfill any obligations due to causes beyond its control.
24. Contact Autodesk. If you have any questions regarding the meaning or application of these Terms, please direct such questions to copyright.agent@autodesk.com. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with Autodesk.
25. Filtering. Autodesk hereby notifies 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 websites GetNetWise (https://kids.getnetwise.org/) and OnGuard Online (https://onguardonline.gov/). Please note that Autodesk does not endorse any of the products or services listed at such sites.
26. Communications. When you visit the Site or send e-mails to us, you are communicating with us electronically. For contractual purposes, you consent to receive communications electronically from us and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
27. Information or Complaints. This notice is for our California users: If you have a question or complaint regarding the Site, please send an e-mail to copyright.agent@autodesk.com. You may also contact Autodesk by writing to Copyright Agent, Autodesk, 111 McInnis Parkway, San Rafael, CA 94903, or by calling Autodesk at 415.507.5000. 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.
Revised March 15, 2011
IMPORTANT -- PLEASE READ CAREFULLY THE TERMS OF USE BELOW. BY LOGGING ONTO THE WEB SITE OR BY USING OR ACCESSING THE AUTODESK COLLABORATION SOLUTIONS ON THE WEB SITE OR THROUGH AUTODESK’S OTHER PRODUCTS OR SERVICES, YOU INDICATE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS COLLABORATION SOLUTIONS TERMS OF USE. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS COLLABORATION SOLUTIONS TERMS OF USE, DO NOT LOG ON TO THE WEB SITE OR USE OR ACCESS THE AUTODESK COLLABORATION SOLUTIONS. YOU SHOULD PRINT AND KEEP A COPY OF THIS COLLABORATION SOLUTIONS TERMS OF USE.
This Collaboration Solutions Terms of Use ("TOU") constitutes a legal and binding agreement between Autodesk, Inc. and its subsidiaries (“Autodesk”) and the person or legal entity who has purchased access rights to the Autodesk Online Collaboration Solutions (“Customer”) and Customer’s employees, consultants, contractors, and other parties who access the Autodesk Online Collaboration Solutions using Customer’s access rights (“Users”). Customer's and Users’ right to access and use the Autodesk Online Collaboration Solutions through a restricted Web site ("Site"), to use or download documents and certain other materials on the Site (the "Autodesk Materials"), and to use and access any customer support services provided by Autodesk to Customer with respect to the Autodesk Online Collaboration Solutions (“Customer Support Services”) (the Site, the Autodesk Materials and the Customer Support Services are collectively referred to as the "Collaboration Solutions") is governed by this TOU.
1. SERVICE ACCESS.
Subject to the terms and conditions of this TOU, including payment by Customer of all amounts due hereunder, Autodesk grants a nonexclusive, nontransferable license to Customer to access and use the Collaboration Solutions and to provide Users the right to access and use Customer’s Collaboration Solutions in accordance with the usage rights identified in the applicable authorized Autodesk order form, enrollment form or other document (whether in hard copy, electronic or otherwise) or Autodesk-approved customer P.O. (the “Order Form”). The Collaboration Solutions may be accessed and used by Customer and Users only in connection with Customer’s business purposes and only to the extent for which Autodesk has authorized access rights. The access rights requested by Customer (e.g., number of Users, storage capacity, etc.) shall be specified in the Order Form. To be eligible to access and use the Collaboration Solutions and provide access rights to Users, Customer must complete a valid Order Form and either (i) be authorized to use the Collaboration Solutions via the Order Form and must be current in all payments due hereunder; (ii) have validly received access to the Collaboration Solutions as an Autodesk Subscription benefit and must be current in all payments due as an Autodesk subscriber, (iii) have validly received a Trial Version (defined below) of the Collaboration Solutions from Autodesk, or (iv) have validly received access to the Collaboration Solutions or portion thereof from Autodesk through a separate Autodesk product or service.
Subject to the requirements set forth herein, the Customer may provide unique user log-in information only to Users who collaborate on Customer’s project to enable such Users to access the Collaboration Solutions. Customer shall be responsible and liable for all Users’ compliance with this TOU, access to and use of the Collaboration Solutions. Autodesk will not allow more than one individual to access the Collaboration Solutions at the same time under a single user license. Except as otherwise expressly permitted herein, Customer will not: (i) rent, lease, lend, assign, sublicense, transfer, distribute, sell, or otherwise make available, the Collaboration Solutions to any third party; (ii) use or permit the Collaboration Solutions to be used, as part of a service bureau, time-sharing, interactive cable system or otherwise, for the benefit of any third party; or (iii) reverse engineer, decompile, or disassemble the Collaboration Solutions or permit any third party to do the same. Customer and its Users may not (a) remove, alter, or obscure any proprietary notices, labels, or marks from the Collaboration Solutions, or (b) modify, translate, adapt, arrange, or create derivative works based on the Collaboration Solutions for any purpose without Autodesk’s prior written authorization. The Collaboration Solutions may be accessed and used only as a single product and its components may not be separated for access, distribution or use unless expressly permitted by Autodesk.
FOR TRIAL VERSIONS ONLY, THE FOLLOWING PARAGRAPH APPLIES:
If Autodesk identifies a version of the Collaboration Solutions as a demonstration, evaluation, temporary or trial version (“Trial Version”), Customer and Users may access and use the Collaboration Solutions only for the purpose of evaluation and demonstration unless otherwise specified by Autodesk in writing. Without limiting the foregoing, Customer and Users may not use Trial Versions for competitive analysis purposes. The Trial Version may only be accessed and used for a thirty (30) day trial period, unless otherwise specified by Autodesk in writing.
NOTE: ALL REMAINING PROVISIONS OF THIS AGREEMENT APPLY TO ALL VERSIONS OF THE AUTODESK COLLABORATION SOLUTIONS.
2. REGISTRATION.
In order to utilize the Collaboration Solutions, Customer and/or User will be required to provide certain contact and account information as part of a registration process. Customer and each User (i) represents and warrants that all information submitted by it during the registration process is accurate and (ii) agrees to update this information to keep it accurate and complete during the term of this TOU.
3. SOFTWARE.
Any software available for downloading from the Site (“Software”) shall be subject to the end user license agreement accompanying such Software.
4. ALL RIGHTS RESERVED; USE OF FEEDBACK.
Except as expressly provided otherwise in this TOU, title, ownership, and all rights and interest including, without limitation, patents, copyrights, trademarks, trade secrets, and other intellectual property rights, in and to the Collaboration Solutions remain with Autodesk and its licensors. Customer and/or User has only the limited access rights granted with respect to the Collaboration Solutions expressly set forth in this TOU, and Customer and/or User has no other rights, implied or otherwise. The structure, organization, and code of the Collaboration Solutions, if any, are valuable trade secrets of Autodesk and its licensors, and Customer and/or User shall keep such trade secrets confidential. No logo, graphic, sound, content or image from the Collaboration Solutions may be copied or retransmitted unless expressly permitted by Autodesk in a separate writing. Access rights to the Collaboration Solutions are licensed, not sold.
In the event Customer or any User provides Autodesk with any suggestions, enhancement requests, recommendations or other feedback (“Feedback”) relating to the Collaboration Solutions, Autodesk shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to make, use, copy, modify, create derivative works of, and incorporate into the Collaboration Solutions such Feedback (and derivative works thereof); and to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Collaboration Solutions that incorporate such Feedback (and derivative works thereof). Customer and Users who provide Feedback warrant that such Feedback is not subject to any license terms that would purport to require Autodesk to comply with any additional obligations with respect to any Autodesk works that incorporate the Feedback. Feedback, even if designated as confidential by Customer and/or User, shall not create any confidentiality obligation for or upon Autodesk.
5. PRIVACY POLICY.
As part of the Collaboration Solutions, Customer and User data will be submitted and gathered in accordance with Autodesk’s Privacy Policy, available at www.autodesk.com/privacy (the “Privacy Policy”), as it may be modified from time to time in Autodesk’s sole discretion. By using the Collaboration Solutions, Customer and each User represent that they have read the Autodesk Privacy Policy and agree to the use, processing and storage of their personal data in accordance with the policy (including cross-border transfers as described in the policy).
6. ACCEPTABLE USE.
Customer and Users agree not to use the Collaboration Solutions, or any portion thereof, to: (a) upload, post or otherwise transmit any Content (as defined below in Section 7) which violates, misappropriates, or infringes, in any way, upon the rights of others, which is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, obscene, libelous, invasive of another's privacy, hateful, violent, or racially, ethnically or otherwise objectionable, or which encourages conduct that would constitute a criminal offense, or otherwise violate any law or regulation; (b) access information related to minors or harm minors in any way; (c) impersonate any person or entity, or falsely state or otherwise misrepresent Customer’s or User’s affiliation with any person or entity; (d) upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; (e) upload, post, or otherwise transmit any material which 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 Collaboration Solutions; (f) interfere with or disrupt the Collaboration Solutions, or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or associated with the Collaboration Solutions; (g) "stalk", otherwise harass or disparage any person or entity, including, but not limited to, Autodesk; (h) collect or store confidential or sensitive information, or personal data about any person or entity, without the requisite rights to do so; or (i) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals.
If Autodesk is made aware of Content or Customer or User conduct that is, or that Autodesk believes in good faith may be, a violation or potential violation of this Section 6, Autodesk has the right, but not the obligation, to immediately remove or disable access to that Content and/or terminate Customer’s and/or User’s ability to access the Collaboration Solutions without notice to the Customer or User. Autodesk may disclose, in its sole discretion, Content or registration information in order to cooperate with any law enforcement authorities or court order.
7. LICENSE BY CUSTOMER AND USERS.
Customer warrants that it has the requisite rights to submit, post, reproduce, publish, distribute, or otherwise transmit all data, material, information and media submitted or uploaded by Customer or User on or through the Site (“Content”). Autodesk acknowledges that it does not own the Content that Customer or User submits to the Site in connection with the Collaboration Solutions.
By submitting, posting, or otherwise making Content available to Autodesk, or available to any individual or entity on or through the Site, each of Customer and User hereby grants Autodesk a non-exclusive, royalty free, paid up, worldwide, sub-licensable license to store, display, reproduce, modify and transmit the Content solely for the purposes of formatting, maintenance, repair, protection, organization, or other administration of the Site and Collaboration Solutions and use such Content in the ordinary course of Autodesk’s, or its designated third parties’, provision of the Collaboration Solutions.
8. CONTENT: GENERAL.
As between Autodesk and Customer, Customer is solely responsible for all Content and all activities that occur on the Site under Customer’s User accounts, including, without limitation any comments, information, questions, data, plans, ideas, descriptions of processes, or other information submitted, posted, reproduced, published, distributed, or otherwise transmitted to Autodesk by Customer or any User through the Site or Collaboration Solutions. Customer may use the Collaboration Solutions for lawful purposes only.
Customer is responsible for implementing sufficient procedures and checkpoints to satisfy Customer’s particular requirements for accuracy of data input and output. Customer acknowledges that: (i) Customer will evaluate and bear all risks associated with the use of any Content, including any reliance by Customer or its Users on the accuracy, completeness, or usefulness of such Content; and (ii) under no circumstances will Autodesk be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damages or any kind incurred as a result of Customer’s or any User’s use, deletion, modification, or correction of any Content.
9. PROTECTION OF CONTENT
During the term of this TOU, Autodesk will use commercially reasonable standards and practices to back up and protect Content. Notwithstanding the foregoing, Autodesk makes no warranties or representations regarding its back-up practices, and does not warrant that it will be able to restore any lost or damaged Content or other data. Customer acknowledges that no network security procedures can assure complete network security or prevent all unauthorized access to the Site and will immediately notify Autodesk of any known security breaches affecting the Collaboration Solutions.
10. CONFIDENTIALITY.
10.1 Confidential Information. As used in this TOU, confidential information shall mean (a) any information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked or designated as “confidential” or “proprietary” at the time of disclosure; (b) the Collaboration Solutions, (c) information related to access to the Site, including Customer’s registration information and account passwords, and (d) information related to Autodesk’s business or operations, product plans or product prices (collectively “Confidential Information”).
10.2 Limitations on Disclosure and Use of Confidential Information. Receiving Party shall exercise the same degree of care employed by such party to prevent the unauthorized disclosure of its own Confidential Information, but in no event employing less than reasonable care. Confidential Information disclosed under this TOU shall only be used by Receiving Party in the furtherance of this TOU or the performance of its obligations hereunder. Customer shall not disclose the terms of this TOU to any third party without the prior written consent of Autodesk, except pursuant to a valid and enforceable order of a court or government agency. Notwithstanding the foregoing, nothing herein shall limit Autodesk’s right to disclose its standard and other Autodesk Confidential Information to third parties.
10.3 Exceptions. Confidential Information shall not include Confidential Information that from and after the date of disclosure: (i) is or becomes a matter of public knowledge through no fault of the Receiving Party; or (ii) was rightfully in the Receiving Party’s possession prior to receipt from the Disclosing Party free of any obligation of confidence, as shown by Recipient’s written records; or (iii) was rightfully disclosed to the Receiving Party by another person without restriction as to use or disclosure; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information as shown by Receiving Party’s written records.
10.4 Independent Development. Receiving Party reserves the right to independently develop and market any technology, products or services or pursue business opportunities that compete with or are similar to those disclosed by Disclosing Party under this TOU without the use of the Disclosing Party’s Confidential Information.
11. AUTODESK LIMITED WARRANTY AND DISCLAIMER.
11.1 (i) Autodesk warrants to Customer that, as of the Effective Date and for a period of sixty (60) days thereafter, the Site will provide substantially the features and functions described in the feature list documentation located at www.autodesk.com/buzzsaw or www.autodesk.com/contructware (as applicable) for the version of the Collaboration Solutions for which access rights were purchased by Customer under normal use and circumstances. Autodesk's entire liability and Customer’s exclusive remedy for breach of the warranty set forth in the preceding sentence is, at Autodesk's sole option, to attempt to correct or work around errors, or to refund the license fees actually paid by Customer and terminate this TOU. Customer must notify Autodesk of any claim under the warranty set forth in this Section 11.1(i) within thirty (30) days of occurrence of the event giving rise to such claim.
(ii) Autodesk warrants to Customer that the Customer Support Services will be performed in a manner consistent with the applicable descriptions of such services referenced in Section 16. Autodesk’s entire liability and Customer’s exclusive remedy for breach of the warranty set forth in the preceding sentence is for Autodesk to use commercially reasonable efforts to correct or re-perform the non-conforming Customer Support Services in accordance with generally accepted industry standards and practices applicable to support services of a similar nature as the Customer Support Services. Customer must notify Autodesk of any claim under the warranty set forth in this Section 11.1(ii) within thirty (30) days of occurrence of the event giving rise to such claim.
(iii) Customer hereby acknowledges and agrees that the products and services described in this TOU, including all related information and data proffered, are provided solely for Customer’s and Users’ internal use. Customer further acknowledges and agrees that the Collaboration Solutions and Software, if applicable, form part of Customer’s total unique hardware and software environment to deliver specific functionality, and all or any part of the Collaboration Solutions and Software may not achieve the results Customer desires within Customer’s design constraints. Customer acknowledges and agrees that it bears sole responsibility for determining whether the Autodesk products and services are suitable for use in Customer’s intended application.
11.2 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES PROVIDED IN SECTION 11.1 HEREOF OR IN THE END USER LICENSE AGREEMENT THAT ACCOMPANIES ANY APPLICABLE SOFTWARE, THE SOFTWARE AND COLLABORATION SOLUTIONS ARE PROVIDED "AS IS" AND AUTODESK AND ITS SUPPLIERS MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, (i) REGARDING THE USABILITY, SUITABILITY, CONDITION, OPERATION OR ACCURACY OF THE SOFTWARE AND/OR COLLABORATION SOLUTIONS, OR (ii) THAT ACCESS TO OR USE OF THE CONTENT, SOFTWARE AND/OR COLLABORATION SOLUTIONS WILL BE AVAILABLE, TIMELY, UNINTERRUPTED OR ERROR-FREE, (iii) THAT THE SOFTWARE AND/OR COLLABORATION SOLUTIONS WILL DELIVER CUSTOMER’S DESIRED RESULTS OR MEET CUSTOMER REQUIREMENTS OR EXPECTATIONS, OR (iv) THAT THE CONTENT, SOFTWARE AND/ OR COLLABORATION SOLUTIONS WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN SECTION 11.1 OR IN THE END USER LICENSE AGREEMENT THAT ACCOMPANIES ANY APPLICABLE SOFTWARE, AUTODESK AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. CUSTOMER'S AND USERS’ USE OF THE CONTENT, SOFTWARE AND/OR COLLABORATION SOLUTIONS IS AT ITS OWN RISK, AND CUSTOMER ASSUMES FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM USE OF OR INABILITY TO USE THE CONTENT, SOFTWARE, AND/OR COLLABORATION SOLUTIONS.
12. LIMITATION OF LIABILITY.
AUTODESK’S AND ITS SUPPLIERS’ ENTIRE CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS TOU, THE COLLABORATION SOLUTIONS, THE SOFTWARE, AND THE CONTENT SHALL NOT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT OF FEES FULLY PAID BY CUSTOMER EQUAL TO THE VALUE OF SERVICES PROVIDED BY AUTODESK DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.
IN ADDITION, IN NO EVENT SHALL AUTODESK OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, LOSS OF PROFITS, REVENUE OR DATA, OR COST OF COVER ARISING OUT OF OR IN CONNECTION WITH THIS TOU, THE COLLABORATION SOLUTIONS, THE SOFTWARE OR THE CONTENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIMITATIONS OF LIABILITY IN THIS SECTION 12 SHALL APPLY TO ALL DAMAGES, CLAIMS AND LOSSES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT (INCLUDING, BUT NOT LIMITED TO, WARRANTY OR INDEMNIFICATION CLAIMS), 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.
13. TERM, SUSPENSION AND TERMINATION.
The TOU takes effect on the start date specified in the Order Form (the “Effective Date”), and shall continue until the end date specified in the Order Form, or, if earlier, the date on which this TOU is terminated in accordance with the terms set forth herein (the “Term”). This TOU may be renewed by mutual agreement of Customer and Autodesk if, prior to the end of the then-current Term, Customer places an applicable valid Order Form for such renewal Term and Customer is current in all payments due hereunder.
For Trial Versions of the Collaboration Solutions, Autodesk may suspend or terminate this TOU and/or Customer’s and Users’ access to the Collaboration Solutions in its sole discretion at any time without notice. For all other versions of the Collaboration Solutions, and without limiting any other rights or remedies available to Autodesk under contract or otherwise, Autodesk may (i) suspend Customer’s and Users’ access to the Collaboration Solutions effective upon ten (10) days prior notice in the event that Customer is not current in its payments and (ii) terminate the TOU upon thirty (30) days prior notice for any breach of or failure by Customer or any User to comply with the provisions of this TOU, including, without limitation, its payment obligations hereunder. Autodesk may terminate the TOU, without penalty or further obligation, for any reason upon one hundred eighty (180) days prior written notice to Customer.
14. EFFECT OF TERMINATION/EXPIRATION.
Upon receipt of notice from Autodesk that this TOU and/or Customer’s and Users’ access to the Collaboration Solutions are being terminated, or upon expiration of this TOU or expiration or termination of any free or evaluation period, Customer shall remove all Content and data from the Collaboration Solutions. Customer acknowledges and agrees that Autodesk also will delete the Content and data from the Collaboration Solutions (and all backups thereof), without further notice thirty (30) days from the date of termination or expiration of this TOU, and that Autodesk is not liable for any loss or damage which may be incurred by Customer, Users or any third parties as a result of such deletion.
Upon termination or expiration of this TOU for any reason, Customer shall cease to access the Collaboration Solutions and all of Customer’s and each User’s rights hereunder shall cease. Autodesk may in its sole discretion make mutually agreed upon Content migration services available to Customer pursuant to a mutually agreed upon professional services agreement at Autodesk’s then current fees.
Should Autodesk elect termination for any reason other than Customer’s default, Customer shall only be liable for a pro rata payment for those Collaboration Solutions delivered to Customer prior to the effective date of termination. In the event that Customer has pre-paid any amounts under this agreement, Customer shall be entitled to a pro rata refund of such amounts for unused services. Termination is in addition to all other legal or equitable remedies available to Autodesk. Sections 4 (All Rights Reserved; Use of Feedback), 7 (License by Customers and Users), 8 (Content: General), 9 (Protection of Content), 10 (Confidentiality), 11.2 (Disclaimer of Warranties), 12 (Limitation of Liability), 14 (Effect of Termination/Expiration), 15 (Indemnity), 17 (Entire Agreement), 18.4 (Governing Law, Jurisdiction and Venue), 18,6 (Notices), and 18.7 (Publicity) shall survive any termination of this TOU.
15. INDEMNITY.
Customer agrees to indemnify, defend (at Autodesk’s request) and hold harmless Autodesk and its officers, directors, owners, agents, employees and suppliers (collectively, the "Autodesk Indemnified Parties") from all damages, losses, liability, costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by the Autodesk Indemnified Parties in connection with any third party claim against an Autodesk Indemnified Party arising out of or related to any claim that the Content or Customer’s or Users’ use of the Collaboration Solutions violates any applicable law, rule, regulation or the rights of any third party. Customer shall have the right to conduct the defense of any such claim, provided, however, that Autodesk shall have the right, at its own expense, to participate in the defense of any matter subject to indemnification hereunder, or to assume the defense and control of such matter is Customer fails to do so, and Customer shall not settle any such claim without the prior written consent of Autodesk unless the settlement unconditionally releases Autodesk of any and all liability.
16. CUSTOMER SUPPORT SERVICES.
Customer Support Services provided by Autodesk to Customer may be subject to additional terms and conditions, which are or will be incorporated by reference into this TOU. Descriptions of Customer Support Services and additional terms relating to such services (as applicable) are currently available for review on the following Web pages (or any successor or replacement Web pages designated by Autodesk):
Buzzsaw support: https://www.autodesk.com/buzzsaw-support
Constructware support: https://www.autodesk.com/constructware-support
17. ENTIRE AGREEMENT.
This document (including the documents incorporated by reference herein) contains the entire agreement and understanding between Customer or User and Autodesk concerning the subject matter of this TOU, and supersedes all other prior or contemporaneous communications, representations, advertising, discussions, negotiations, proposed agreements and all other agreements, whether written or oral for the Collaboration Solutions. Autodesk has not made and Customer has not relied upon any representations not expressly set forth in this document in entering this TOU.
Autodesk may update or modify the terms of this TOU, the Privacy Policy or its support terms at any time and will notify Customer of any such revision. Notification may occur via email to Customer’s system administrator, be posted on the Collaboration Solutions Web page (or any successor or replacement) or may occur in a manner deemed commercially reasonable by Autodesk. If Customer does not accept a modification by Autodesk to the TOU or its policies, Customer must notify Autodesk in writing of its objection within thirty (30) days of the date of Autodesk’s notification. If Customer notifies Autodesk of its objection, the existing access rights to the Collaboration Solutions will continue to be governed by the last terms and conditions that the Customer accepted (including any deemed acceptances) until the end of the then current Term (if Customer has paid all applicable fees for the entire Term). If Customer has not paid all applicable fees for the entire Term then Customer’s access rights to the Collaboration Solutions will end at the end of the year or period for which Customer has paid the applicable fee and at the end of such Term, the Customer’s and its Users’ access rights to the Collaboration Solutions shall expire. If the Customer does not so notify Autodesk, or the Customer places new orders for, or renews any access rights to the Collaboration Solutions or continues to pay any fees (if applicable), the Customer will be deemed to have accepted the revisions. Notwithstanding the foregoing, in the event Autodesk revises this TOU, the Privacy Policy or its support policies, the Customer will not be entitled to any additional benefits or services offered thereunder absent the payment of the appropriate fee related to said revision, if any.
18. GENERAL PROVISIONS.
18.1. Waiver/Severability.
No term or provision hereof will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against whom the waiver is asserted. No waiver (whether express or implied) will constitute a consent to, waiver of or excuse of any other, different or subsequent breach. If and to the extent any provision of this TOU is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof, shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of any other provision of this TOU in any other jurisdiction.
18.2. Force Majeure.
Except for the failure to make payments, neither party will be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from acts of God, war, terrorism or terrorist act, civil unrest, strikes, lockouts or other labor disturbances, failure or interruption of a third party internet connection(s) or infrastructure, or other causes beyond the non-performing party’s reasonable control and not caused by the negligence of the non-performing party.
18.3. Independent Contractor.
In performing their respective duties under this TOU, each of the parties will be operating as an independent contractor. Nothing contained herein will in any way constitute any association, partnership, or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither of the parties will hold itself out in any manner that would be contrary to the provisions of this Section 18.3.
18.4. Governing Law, Jurisdiction and Venue.
By accessing or using the Collaboration Solutions, Customer agrees that the statutes and laws of the State of California, without regard to the conflicts of laws principles thereof, shall govern all matters relating to interpretation and enforcement of these TOU and to Customer’s and User’s access to, or use of, the Collaboration Solutions. Customer and Autodesk specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods. No choice of law rules of any jurisdiction apply. The parties hereby submit to the exclusive personal jurisdiction of and venue in the Superior Court of the State of California, County of Marin or County of Santa Clara, and the United States District Court for the Northern District of California in San Francisco in respect of all claims arising out of or related to the Collaboration Solutions and the TOU. The TOU is void where prohibited by law, and the right to access the Collaboration Solutions is hereby revoked in such jurisdictions.
18.5. Export.
In conformity with laws and regulations of the United States and other countries relating to international trade, Customer and its employees, agents and Users agree that it will not (a) disclose, export or re-export, directly or indirectly, any product, documentation or technical data (or direct products thereof) provided under this TOU to any country, entity, or other party which is ineligible to receive such items under applicable export control laws and regulations, or (b) use the Collaboration Solutions for any prohibited nuclear, rocket system or unmanned air vehicle end-use. Customer shall be solely responsible for complying with these laws and regulations.
18.6. Notices.
Notices to Autodesk under the TOU 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: General Counsel, 111 McInnis Parkway, San Rafael, California 94903.
18.7. Publicity.
Neither party may make any public statement, press release, or other public announcement relating to the terms of the TOU or any relationship between the parties, without the prior written approval of the other party, except as required by law.
18.8. Language.
The TOU is in the English language only, which language shall be controlling in all respects, and all versions hereof, in any other language, shall not be binding on the parties hereto. All communications and notices to be made or given pursuant to the TOU shall be in the English language only. Les parties aux présentes confirment leur volonté à ce que cette entente ainsi que tous les documents, y compris tous avis qui sy rattachent, soient rédigés en anglais.
18.9. Links.
The Collaboration Solutions may contain links to third-party Web sites or services that are not under the control of Autodesk. When Customer and/or Users access a non-Autodesk Web site or non-Autodesk services, Customer and/or Users do so at its own risk and Autodesk is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on these Web sites; or for the quality of any products or services available on such Web sites; or any such third-party services or for any damage or loss caused or alleged to be caused through or in connection with use of or reliance on the content, goods, or services available on or through any such link, site, service or resource. Customer and/or Users may use third-party applications to access Collaboration Solutions via published API’s and protocols, but Customer and/or Users are solely responsible for such use.
18.10. Assignment.
Customer agrees that its rights and obligations under this TOU may not be transferred or assigned and its duties may not be delegated directly or indirectly without the prior written consent of Autodesk in its sole discretion. Autodesk may assign or otherwise transfer its rights and obligations to successors-in-interest (whether by purchase of stock or assets, merger, operation of law, or otherwise) of that portion of its business related to the subject matter hereof. Any attempted assignment in violation of this Section 18.10 shall be a material breach of this TOU and shall be void. Subject to the restrictions set forth in this Section 18.10, all of the terms and conditions of this TOU shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and permitted assigns of the parties hereto.
18.11. 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.
This section includes Education Community terms, FERPA and additional terms applicable to educational users.