Please read these Autodesk services terms, including any Additional Agreement (as defined below), (the “Services Terms”) before accessing or using any Software (as defined below) or Service (as defined below) that Autodesk, Inc. (“Autodesk”) makes available to you through its products or its website (such website, the “Site”). You must click the “I Agree” button located on the bottom of this page in order to use the software or service.
By clicking “I Agree” at the bottom of this page, or by accessing the software or using the services, you (a) are indicating that you have read the terms and conditions of these Services Terms, understand them, and agree to be legally bound to them, on behalf of the company or other legal entity for which you are acting (for example, as an employee) (your “Company”) or if there is no Company for which you are acting, on behalf of yourself as an individual; and (B) you represent and warrant that you have the right, power and authority to act on behalf of and bind your Company (if any) or yourself (if there is no such entity). A contract is then formed between Autodesk and either you personally, if you access the software or Service for yourself, or your company (as applicable, the “User”).
If you or your Company do not agree to all of the terms and conditions of these Services Terms or you do not have the right, power and authority to legally bind your Company or your self, then (A) do not click “I Agree” but instead click “I Reject” at the bottom of this page; and (B) you are not permitted to access or use the software or service; however, any unauthorized use or access by you or your Company still constitutes agreement and consent to the license grant to autodesk in Sections 3.1 and 3.2, and Sections 4, 5, 6, 7, and 8.
For good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
- 1. Definitions
The capitalized terms used in these Services Terms have the meanings set forth below or elsewhere in these Services Terms.
- 1.1 “Additional Agreement” means an agreement for a separate Autodesk product through which the User accesses the Service, or that the parties otherwise agree in writing constitutes an Additional Agreement and includes certain terms and conditions for access or use of the Software or Service.
- 1.2 “License” means the Autodesk License and Services Agreement accompanying a separate Autodesk product through which the User accesses the Service, a copy of which is located at http://images.autodesk.com/adsk/files/2012-platform_lsa-us_canada-english.pdf, and which sets forth the terms and conditions for use of such separate Autodesk product; the License constitutes an Additional Agreement.
- 1.3 “Service” means any service that Autodesk makes available through the separate Autodesk product or on the Site, which may include performing analysis, rendering, optimization or simulation services on data or models submitted by Users for use (subject to the terms and conditions of these Services Terms) in connection with User’s business purposes.
- 1.4 “Software” means the software plug-in or set of software components provided by Autodesk to User pursuant to these Services Terms which enables the User to access and use the Service through a separate Autodesk product.
- 2. License Grant; Restriction
- 2.1 License Grant; Authorized Users. Subject to the terms and conditions of these Services Terms, and subject to User’s express consent to such terms and conditions as described above, Autodesk hereby grants the User a non-exclusive, personal, limited, non-assignable, non-sublicensable, royalty free right to access (solely through a separate Autodesk product that enables such access) and use the Service, solely within User’s organization, and solely for the Permitted Use, and solely as and in the form made accessible and/or provided by Autodesk. “Permitted Use” means use of the Service for the User’s own internal business purposes. Access and use may be made only in accordance with the applicable end-user documentation (if any) that Autodesk may make available from time to time to Users for use of the Service or the Autodesk product through which the User accesses the Service (“Documentation”). Further, except as otherwise set forth in Section 5.2 (Disclaimers), below, the Software is subject to the terms and conditions of the License.
- 2.2 Authorized Users; IDs and Passwords. For Users that are organizations, use of the Service is limited to the User’s authorized employees. The User is required to register with Autodesk to access the Service. The Service may be accessed or used only by Users (and their employees) with valid user IDs provided to the User by Autodesk and associated passwords, and each individual may use only his or her own individual user ID and will not permit any person to use such user ID. The User acknowledges that it bears sole responsibility for protecting its user ID and password (and, for Users that are organizations, its employees’, partners’ or owners’ user IDs and passwords) and that it will be liable for any unauthorized use thereof.
- 2.3 License Restrictions. The User may not (and will not have any right to and will not permit any third party to): (a) (b) distribute, rent, loan, lease, sell, sublicense, or otherwise transfer all or any portion of the Service or Site, or any rights granted in these Services Terms, to any other person or legal entity; (c) remove, alter, or obscure any copyright, trademark, confidentiality or other proprietary notices, labels, or marks from or on the Service or Site; (d) modify, translate, adapt, arrange, or create derivative works based on the Service or Site, or any sample data sets, models or other sample content provided by Autodesk for any purpose; or (e) 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 or Site. User will not access or use the Service or Site other than as set forth in these Services Terms, and any access or use other than in accordance with the terms and conditions of these Services Terms is unauthorized. Except as otherwise explicitly permitted by Autodesk, the Service is authorized for use only within the country from which the User accesses the Service, unless the User accesses the Service in a member country of the European Union or the European Free Trade Association, in which case the Software and Service are licensed for in all the countries of the European Union and the European Free Trade Association.
- 2.4 Exceptions from Restrictions. The restrictions contained in Section 2.3 will apply to the extent that applicable law (including laws implementing EC Directive 91/250 on the legal protection of computer programs) allows such restrictions to be enforced. The User will bear the burden of proof in demonstrating that applicable law does not allow enforcement of any such restriction.
- 3. Proprietary Rights
- 3.1 Data. As between Autodesk and the User, and subject to Sections 2.1 and 2.3, the User have and will own all right, title, and interest in and to User’s own raw data and information submitted by the User in connection with a Service (other than Feedback) and the User-specific design or output generated from the Service, if any, based upon User’s own raw data and information (“Data”). Notwithstanding anything herein to the contrary, User hereby grants Autodesk a perpetual, irrevocable, non-exclusive, royalty-free, paid-up, worldwide, sublicensable license to, store, display, reproduce, modify, use and transmit the Data, and further waives “moral” rights or other rights with respect to attribution of authorship or integrity of such Data that User may have under any applicable law and under any legal theory. Autodesk (or its sublicensees) may exercise such license for purposes of providing and improving the Service or in developing new products or services, including rights to extract, compile, aggregate, synthesize, use, and otherwise analyze all or any portion of the Data, and to disclose such Data and information and the results of any such analysis in aggregated form or any other form that does not specifically identify the User or the source of such Data or information. The User represents, warrants and agrees that the Data other materials it provides or makes available to Autodesk will include only design information relevant to the Service (and will not include any personally identifiable information). The User is encouraged to maintain copies on the User’s own computer or local network of any Data stored by the User in connection with the Service and agrees that Autodesk will have no responsibility or liability with respect to any loss or damage which reasonably could have been prevented by the User’s maintenance of such copies.
- 3.2 Feedback. The User acknowledges that certain content or other information or data submitted or provided by the User through the Software or Service (including through the Autodesk Customer Innovation Program or other similar programs, in which the User may choose to participate) may include comments or suggestions to Autodesk with respect to the Software, Service, Site or Autodesk products or services (“Feedback”). Notwithstanding anything herein to the contrary, the User hereby assigns and agrees to assign to Autodesk all right, title and interest in and to the Feedback, effective upon submission or provision to Autodesk thereof. User further waives any “moral” rights or other rights with respect to attribution of authorship or integrity of such Feedback that User may have under any applicable law and under any legal theory.
- 3.3 Autodesk Rights. As between Autodesk and the User, Autodesk and its licensors own all right, title and interest, including all intellectual property rights, in and to the Software, Service, Site, Documentation and (exclusive of the Data, if any) any data (including sample data sets, models or content provided by Autodesk), information or materials used with or generated by the Software or Service. The User will 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 the User any right to use its trademarks, trade names, or logos. The User has only the limited rights to access the Software and Service as are expressly granted to it under these Services Terms, and no other rights are granted or conveyed, or shall be deemed to be granted conveyed, whether by implication, estoppel, or otherwise.
- 4. Data; User Responsibilities
- 4.1 Rights to Data. Autodesk acknowledges that it does not own the Data that the User submits through the Service. The User is responsible for protecting and backing up the User’s own Data. By creating, submitting, posting, or otherwise making Data available to Autodesk, the User acknowledges and agrees that the User (and not Autodesk) is responsible for protecting the confidentiality of any Data the User chooses to share.
- 4.2 Responsibility for Data. The User acknowledges and agrees that the User is solely responsible for all Data the User creates, uploads or submits using the Service and for the User’s conduct while using the Service. As between Autodesk and the User, the User is solely responsible for all Data that the User submits, including, without limitation any comments, information, questions, data, plans, feedback, ideas, descriptions of processes, or other information submitted, posted, reproduced, published, distributed, or otherwise transmitted by the User or any the User through the Site or Service. The User acknowledges and agrees that: (a) the User will evaluate and bear all risks associated with the use of any Data, including any reliance by the User or other users on the accuracy, completeness, or usefulness of the Data; and (b) under no circumstances will Autodesk be liable in any way for any Data, including, but not limited to, any errors or omissions in any Data, or any loss or damages or any kind incurred as a result of the User’s use, deletion, modification, or correction of any Data.
- 4.4 Privacy
- (c) Service Providers; No Special Personal Data. The User acknowledges 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 the User’s data using third-party computers and equipment in locations around the globe. The User acknowledges that any data storage functionality associated with the Services is not intended for the User’s 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, “Special Personal Data”). The User agrees not to upload or store any Special Personal Data in connection with the Service and further agrees that Autodesk will have no responsibility or liability with respect to any such Special Personal Data that is created, transmitted, disclosed, or stored in connection with the Service.
- (d) User Updates to Personal Data; Copies, Disclaimer. The User represents and warrants that any information that it provides in connection with use of the Service is and shall remain true, accurate, and complete, and that the User will maintain and update such information regularly. The User agrees that if any information that it provides is or becomes false, inaccurate, obsolete or incomplete, Autodesk may terminate its use of the Service.
- 4.5 Communications Network, Etc. The User will be solely responsible for arranging and paying the cost of access to the equipment, services and other resources required for User to access the Software, Services or Site, including, without limitation, Internet service provider fees, telecommunications fees, and the costs of any equipment and third-party software used by the User to access or use the Service or Software.
- 5. User Warranty; Disclaimer of Warranties
- 5.1 User Warranties. The User represents and warrants to Autodesk that the User has the requisite rights to submit, provide, post, reproduce, publish, distribute and otherwise transmit all Feedback and Data through the Service, and that the Feedback and Data (including any implementation thereof by Autodesk recommended by User or reasonably anticipated in Autodesk’s provision of the Service) do not infringe or misappropriate any intellectual property or proprietary right of any third party. The User warrants that the 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 products or services that incorporate any Feedback. The User warrants that it is not a competitor of Autodesk.
- 5.2 Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN ANY ADDITIONAL AGREEMENT (INCLUDING, WITHOUT LIMITATION, SECTION 5.1 (LIMITED WARRANTY) OF THE LICENSE), THE SOFTWARE, SERVICE, SITE, DATA, DOCUMENTATION AND ANY OTHER INFORMATION OR MATERIALS PROVIDED BY AUTODESK HEREUNDER OR GENERATED IN CONNECTION WITH USING A SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE”. AUTODESK, AND ITS AFFILIATES AND ITS AND THEIR RESPECTIVE SUBSIDIARIES, SUPPLIERS, LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES, 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 SOFTWARE, SERVICE (INCLUDING ANY DATA GENERATED BY THE SERVICE), SITE, DOCUMENTATION OR ANY RELATED SUBJECT MATTER, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. AUTODESK DOES NOT WARRANT THAT ANY USE OF OR ACCESS TO THE SOFTWARE, SERVICE, SITE, DATA, DOCUMENTATION, AND/OR ANY INFORMATION OR MATERIALS PROVIDED IN CONNECTION THEREWITH WILL BE ERROR-FREE, COMPLETE OR SECURE; THAT OPERATION OR AVAIBILITY OF THE SOFTWARE, SERVICE OR SITE WILL BE UNINTERRUPTED; OR THAT ERRORS OR FAILURES WILL BE CORRECTED OR REMEDIED; AND HEREBY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION THEREWITH. AUTODESK DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED IN ANY PARTICULAR MANNER AND HEREBY DISCLAIMS LIABILITY FOR NEGLIGENCE AND GROSS NEGLIGENCE. WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING, THE USER ACKNOWLEDGES AND AGREES THAT AUTODESK IS PROVIDING A SERVICE THAT IS INTENDED ONLY TO PERMIT THE USER TO PROCESS DATA FOR ITS OWN BUSINESS AND THAT THE USER IS SOLELY RESPONSIBLE FOR (AND AUTODESK ASSUMES NO RESPONSIBILITY AND WILL HAVE NO LIABILITY OF ANY KIND FOR) THE DECISIONS THAT THE USER MAY MAKE, USE OF THE SOFTWARE, SERVICE, SITE, DATA OR DOCUMENTATION (INCLUDING ANY PROJECTIONS OR RECOMMENDATIONS) PROVIDED IN CONNECTION THEREWITH, OR ANY EFFECTS ON BUSINESS THAT MAY RESULT FROM SUCH USE. AUTODESK MAKES NO WARRANTIES TO ANY THIRD PARTY. This Section 5.2 will be enforceable to the maximum extent allowed by applicable law. No information or advice (whether written, oral or otherwise) provided by Autodesk or its representatives will create any warranty or in any way affect the disclaimers of warranty or limitations of liability expressly provided in these Services Terms.
- 5.3 Functionality Limitations. THE SERVICE IS NOT A SUBSTITUTE FOR THE USER’S OWN JUDGMENT (INCLUDING PROFESSIONAL JUDGMENT IF APPLICABLE) OR INDEPENDENT TESTING. THE SERVICE IS INTENDED TO ASSIST WITH DESIGN AND/OR ANALYSIS AND IS NOT A SUBSTITUTE FOR INDEPENDENT DESIGN, ANALYSIS, ESTIMATION, OR TESTING OF PRODUCT OR BULIDING STRESS, SAFETY, AND UTILITY. DUE TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE SERVICE, THE SERVICE HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE USED. WITHOUT LIMITATION OF SECTION 4.1 OR SECTION 5.2, AUTODESK SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE RESULTS OBTAINED THROUGH THE USE OF THE SERVICE. PERSONS USING THE SERVICE ARE RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT, AND CONTROL OF THE SERVICE. THIS RESPONSIBILITY INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE SERVICE AND THE SELECTION OF THE SERVICE AND OTHER PROGRAMS TO ACHIEVE INTENDED RESULTS. PERSONS USING THE SERVICE ARE ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY, ACCURACY AND COMPLETENESS OF ANY DATA GENERATED BY THE SERVICE AND ALL ITEMS DESIGNED BY USING THE SERVICE. THE USER FURTHER ACKNOWLEDGES AND AGREES THAT THE SERVICE MAY NOT ACHIEVE THE RESULTS THE USER DESIRES WITHIN THE USER’S DESIGN CONSTRAINTS.
- 6. Indemnification; Limitation of Liability; Release
- 6.1 Indemnification. The User agrees to indemnify, defend (at Autodesk’s request), and hold harmless Autodesk, its affiliates, agents and suppliers, and each of their respective directors, officers, and employees (collectively, the “Indemnitees”) from and against any and all losses, liabilities, damages, costs, expenses (including reasonable attorneys’ fees) suffered or incurred by an Indemnitee arising out of or in connection with: (a) an assertion that the Feedback or Data provided by the User, or the use thereof, may infringe or misappropriate any intellectual property or proprietary right of any third party, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials; (b) any breach of or failure by the User to comply with these Services Terms; or (c) the User’s use of the Service, including the information, content, services, and/or products provided therein. If requested by Autodesk to defend a third party claim, the User will not agree to any settlement of any such claim without the prior written consent of Autodesk, and Autodesk will have the right to participate, at the User’s expense, in the defense of any Claim with counsel of its own choosing.
- 6.2 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, ITS AFFILIATES OR ITS AND THEIR RESPECTIVE SUBSIDIARIES, SUPPLIERS, LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES 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 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 SERVICES, SOFTWARE OR SITE SHALL NOT EXCEED THE LESSER OF THE AMOUNTS PAID BY YOU FOR THE USE OF THE SOFTWARE OR SERVICE IN RESPECT OF WHICH THE CLAIM ARISES OR TEN THOUSAND U.S. DOLLARS ($10,000.00).
- 6.3 Release and Waiver. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE USER HEREBY RELEASES AND WAIVES ALL CLAIMS AGAINST AUTODESK (AND ITS AFFILIATES AND ITS AND THEIR RESPECTIVE SUBSIDIARIES, SUPPLIERS, LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES FROM ANY AND ALL LIABILITY FOR CLAIMS, DAMAGES (ACTUAL AND CONSEQUENTIAL), COSTS AND EXPENSES (INCLUDING LITIGATIONS COSTS AND ATTORNEYS’ FEES) OF EVERY KIND AND NATURE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH USE OF SOFTWARE, SERVICE, SITE, DATA AND DOCUMENTATION OR OTHERWISE RELATED TO THIS AGREEMENT. IF THE USER IS A CALIFORNIA RESIDENT, THE USER HEREBY IRREVOCABLY WAIVES ALL RIGHTS IT MAY HAVE WITH RESPECT TO THE FOREGOING RELEASE 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.
- 6.4 Basis of Bargain. The parties agree that releases, waivers, warranty disclaimers, limitations of liability and indemnities provided herein are a fundamental basis of the bargain between the User and Autodesk, and are a material part of the consideration received by Autodesk for the provision of the Software and Service under these Services Terms, and Autodesk would not have entered into these Services Terms in the absence of such releases, waivers, warranty disclaimers, limitations of liability and indemnities.
- 7. Term and Termination
- 7.1 Term. These Services Terms will be effective from the earlier of (a) the date on which the User clicked on the “I Accept” button or (b) the date on which the User first accessed the Software or Service, (subject to the first paragraph above) and will continue until terminated pursuant to Section 7.2 below
- 7.2 Termination. This Agreement may be terminated at any time by either party, with or without cause, effective upon notice of termination. These Services Terms will terminate automatically on the earlier of (a) the date identified for expiration or termination of the Software or Service in materials distributed in connection with the Software or Service or (b) at the end of the term identified in materials distributed in connection with the Software or Service or, (c) if no date or term is specified, then on the earlier of the (i) first anniversary of the date on which you clicked on the “I Accept” button; (ii) first anniversary of the date on which you first accessed the Software or Service; and (iii) commercial release (if any) of a product or service based on the Software or Service (the “Term”). If Autodesk (in its sole discretion), continues to make the Software or Service available beyond the end of the term described in (i) or (ii) and the commercial release of a product or service based on the Software or Service has not occurred, the Agreement will automatically renew until the earlier of (A) the end of recurring one (1) month periods while Autodesk continues to make the Software or Service available to the User or (B) commercial release (if any) of a product or service based on the Software or Service.
- 7.3 Cease Use; Return; Survival. Upon termination of this Agreement for any reason, all licenses and other rights granted to the User hereunder will immediately terminate, and the User will immediately cease all use of the Software and Service. Within ten (10) days after any termination or expiration of these Services Terms, the User will (at its sole expense) return to Autodesk or destroy any and all Documentation and IDs and passwords provided by Autodesk (and all copies and extracts thereof) then in the User’s possession or under the User’s control. Sections 1, 2.3, 3, 4.1, 4.2, 4.3, 4.4, 5, 6, 7 and 8 will survive termination of these Services Terms for any reason. It is the User’s responsibility to retain copies of any Data. Upon termination Autodesk shall have the right to immediately delete, without notice, any Data.
- 8. General
- 8.1 Modifications to Terms and Service. Autodesk may modify this Agreement at any time, which modification will be effective immediately upon posting the modified version to the Site. Autodesk reserves the right, from time to time in its sole discretion, to (a) modify or release subsequent versions of the Software or Service, (b) impose license keys or other means of controlling access to the Software or Service, (c) charge a fee for use of the Software or Service, (d) impose a limit on the number of transactions that the User may request through the Software or Service, limit the amount of file storage used, or otherwise limit or suspend the User’s access to the Software or Service, and (e) change, suspend or discontinue the Software or Service at any time.
- 8.2 No Reliance. The Software or Service may include or concern planned or future development efforts for existing or new Autodesk products, technology and/or services. Access to the Software or Service is not intended to be a promise or guarantee of future delivery of products, technology, services or features but merely reflects Autodesk’s current plans, which may change. Accordingly, the Software or Service may not be relied on for purchasing decisions or for any other purpose.
- 8.3 Notices. All notices and requests in connection with these Services Terms will be deemed given as of the day they are received either by messenger, delivery service, or in the United States of America mails, postage prepaid, certified or registered, return receipt requested, and addressed as follows:
At the address provided on the registration information of User provided to Autodesk.
111 McInnis Parkway
San Rafael, CA 94903
Attention: General Counsel
Fax: (415) 507-6126
or to such other address as the party to receive the notice or request so designates by written notice to the other. NOTICE IS NOT DEEMED GIVEN UNLESS NOTICE TO AUTODESK’S GENERAL COUNSEL HAS BEEN GIVEN.
- 8.4 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 User or another party believes in good faith that materials available on the Site infringe its copyright, User (or its agent) or such other party may send Autodesk a notice requesting that Autodesk remove the material or block access to it. If User believes in good faith that someone has wrongly filed a notice of copyright infringement against User, the DMCA permits User to send Autodesk a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices should be sent to:
111 McInnis Parkway
San Rafael, CA 94903
Tel: (415) 507.5000
Fax: (415) 507.6128
Autodesk suggests that User consult its legal advisor before filing a notice or counter-notice. Autodesk shall at all times have the right to remove any material (including Data) in its sole discretion, regardless of any notice or counter-notice, and without any liability on account thereof.
- 8.5 Governing Law/Jurisdiction/Attorneys’ Fees. These Services Terms will be construed and controlled by the laws of the State of California, and the User consents to jurisdiction and venue in the federal courts sitting in San Francisco, California, unless no federal subject matter jurisdiction exists, in which case the User consents to jurisdiction and venue in the Superior Court of Marin County, California. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Services Terms. The User waives all defenses of lack of personal jurisdiction and forum non‑conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. In any action to enforce any right or remedy under these Services Terms or to interpret any provision of these Services Terms, the prevailing party will be entitled to recover its reasonable attorney’s fees, costs and other expenses.
- 8.6 Independent Contractors. The parties hereunder are operating as independent contractors, and nothing in these Services Terms will be construed as creating a partnership, franchise, joint venture, employer-employee or agency relationship.
- 8.7 Severability. If any provision of these Services Terms will be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties intend that the provisions of these Services Terms be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they will be deemed modified to the extent necessary to make them enforceable.
- 8.8 Costs. Each party will be responsible for covering their respective costs and expenses in performing their duties under these Services Terms, unless expressly provided otherwise in these Services Terms.
- 8.9 Headings. The Section headings used in these Services Terms are for convenience only and will not be given any substantive effect.
- 8.10 Waiver. The failure of Autodesk to enforce at any time any provisions of these Services Terms, or any rights in respect thereto, or to exercise any election herein provided, will not be considered as a waiver of such provisions, rights, or elections with respect to subsequent events, or in any way to affect the validity and the enforceability of these Services Terms.
- 8.11 Entire Agreement; Assignment. These Services Terms (including any Additional Agreement and any terms incorporated herein by reference) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications with respect thereto. In the event of a conflict or inconsistency between any Additional Agreement (including, without limitation, the License) and these Services Terms, these Services Terms will control except to the extent that the other agreement expressly overrides these Services Terms. The User may not assign or delegate these Services Terms or any of its rights or obligations hereunder. Any unauthorized assignment will be null and void.
- 8.12 Language. The English language version of these Services Terms is legally binding in case of any inconsistencies between the English version and any translations. If the User acquired the license for the Software in Canada, the User agrees to the following: The parties hereto confirm that it is their wish that these Services 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.
- 8.13 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, the User does so on its own initiative and at its own risk, and is responsible for complying with all local laws, rules and regulations. The User is also subject to U.S. export controls and is 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.
USER SHOULD PRINT AND KEEP A COPY OF THESE SERVICES TERMS FOR ITS RECORDS.
Rev. May 2011