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TERMS OF USE
As of May 26, 2023, our Terms of Use have changed.
Learn More
GENERAL TERMS
* Acceptance
* Special Terms
* Return for Refund
* Your Account
* You Own Your Work
* Privacy
* Offering Term
* Offerings
* Trial Versions
* Feedback
* Limitations on Use
* Confidentiality
* Autodesk Proprietary Rights
* Limited Warranty, Disclaimers, Limitations on Liability
* Indemnity
* Term, Termination, Suspension
* Miscellaneous
* Definitions
* Country/Jurisdiction-Specific Terms
Effective Date: May 26, 2023
GENERAL TERMS
These Terms apply to your account with Autodesk and to our Offerings and
constitute a binding contract between us.
PLEASE NOTE THAT SECTION 17.4 (AUTODESK PARTY, GOVERNING LAW, DISPUTE
RESOLUTION) BELOW CONTAINS MANDATORY ARBITRATION AND CLASS ACTION WAIVER
PROVISIONS THAT MAY GOVERN ANY RESOLUTION OF DISPUTES BETWEEN YOU AND AUTODESK.
PLEASE READ THESE TERMS (INCLUDING SECTION 17.4) CAREFULLY.
1. ACCEPTANCE
By accepting these General Terms during your account registration or
subscription process, or by accessing or using our Offerings, you confirm your
acceptance of these General Terms and other applicable Terms and your agreement
to be a party to this binding contract. If you do not agree to these Terms, you
must not access or use our Offerings.
You agree to these Terms on behalf of the company or other legal entity for
which you are acting (for example, as an employee or contractor) or, if there is
no company or legal entity, on behalf of yourself as an individual (in either
case, “You”). You represent and warrant that you have the right and authority
(as well as the capacity—for example, you are of sufficient legal age) to act on
behalf of and bind such entity (if any) and yourself. Additional capitalized
terms are defined in these Terms, including in Section 18 (Definitions) below.
2. SPECIAL TERMS
Some Offerings may be subject to special terms set forth in the Special Terms or
in the Documentation for the Offerings (“Special Terms”).
You agree to the Special Terms, if any, for an Offering that You subscribe to,
access, or use.
3. RETURN FOR REFUND
For a limited period, if You (a) object to any of these Terms, (b) object to any
Autodesk terms of purchase or auto-renewal applicable to the purchase or
renewal, or (c) are dissatisfied (for any reason) with the Offering to which You
subscribed, You may return the Offering and may qualify for a refund under the
Autodesk Return Policy.
Type
Subscription Term
Return Period (measured from the date of purchase or renewal)
New subscription, Renewal of an existing subscription, Addition of users to an
existing subscription, Aligning subscription billing or renewal dates
Subscriptions longer than monthly (for example, annual)
30 days
Monthly subscriptions
15 days
4. YOUR ACCOUNT
You are responsible for anyone who obtains, accesses, or uses Offerings through
You or Your account (including Your Authorized Users) and their compliance with
these Terms as though each of them is You. In certain cases, Your Authorized
Users may be required to set up individual accounts or agree to applicable terms
in order to obtain, access, or use Offerings, but You remain responsible. You
also agree to secure and not share user IDs or passwords (except with authorized
account administrators). If You suspect unauthorized use of Your account, please
contact https://www.autodesk.com/trust/contact-us.
5. YOU OWN YOUR WORK
You will retain Your ownership rights to files, designs, models, data sets,
images, documents or similar material created by You (or Your Authorized Users)
and submitted or uploaded to an Offering by You (or Your Authorized Users).
6. PRIVACY
Autodesk is committed to protecting Your privacy and letting You know what
Autodesk will do with Your personal data. Autodesk’s Privacy Statement sets
forth how Autodesk may collect, use, store and process personal data of or
relating to You, and how You may request access to or deletion of Your personal
data.
Autodesk offers a Data Processing Addendum, available on our Trust Center, which
sets forth Autodesk’s obligations as a processor for personal data under the
General Data Protection Regulation.
7. OFFERING TERM
Each subscription to an Offering is for a fixed, limited time period (the
“Offering Term”). The length of the Offering Term will be indicated in the
Offering Identification.
Certain subscriptions may renew automatically. If you would like to cancel any
automatic renewal, please see Cancelling Automatic Renewal for Subscriptions.
8. OFFERINGS
8.1 RIGHTS TO OFFERINGS
For any Offering consisting of Software or a Cloud Service that Autodesk makes
available or provides to You, and subject to compliance with these Terms and all
payment obligations, including any taxes and other fees, Autodesk grants to You
a non-exclusive right to use the Offering (and permit Your Authorized Users to
use the Offering) solely (a) during the Offering Term, (b) in accordance with
any applicable Special Terms, and (c) within the scope of Your subscription,
including the permitted number, Offering Type, Territory and other attributes
specified for the type and level that You selected when subscribing for the
Offering. If Your Offering Identification does not specify those attributes, the
Offering will have the attributes of a Trial Version.
Except as expressly authorized by these Terms, or as otherwise expressly
permitted in writing by Autodesk, You will not: (i) reproduce, modify, adapt,
translate, port, or create derivative works of all or any portion of any
Offering, except as expressly permitted by applicable law notwithstanding a
contractual prohibition to the contrary, or (ii) sublicense, transfer,
distribute, transmit, sell, lease, rent, loan, or otherwise make available all
or any portion or functionality of any Offering to a third party (whether on a
service bureau basis or otherwise).
Any Software (including any Update or Upgrade) that Autodesk makes available or
delivers to You is licensed for a limited subscription period, not sold. You may
make one archival copy of the Software You subscribed to solely for Your backup
and archival purposes for the duration of the Offering Term.
8.2 ACCESS TO SOFTWARE AND CLOUD SERVICES
Subject to compliance with these Terms, Autodesk will, during the Offering Term,
make Offerings available to You through Your account or other electronic means.
Autodesk will not be liable for any losses or other liability incurred by You or
others due to sending Your account information to an incorrect address. You may
be required to log into Your account or provide Autodesk additional information
to activate, access, or use an Offering. Some Offerings may cause Your computers
or other devices to automatically connect to the internet (intermittently or on
a regular basis)—for example, to validate the proper use of Your subscription,
provide You with access to services (including third-party services), or
download and install Updates or Upgrades, all without further notice to You. You
and Your Authorized Users agree to such connection and to validation of Your
subscription and to the automatic downloading and installation of Updates and
Upgrades. You may not be able to adjust Your Update or Upgrade settings for
certain Offerings, including those for which automatic Updates or Upgrades are
required for operation or security of the Offering.
During the Offering Term, Autodesk may make available or deliver Updates or
Upgrades to Software. You will promptly install any mandatory Updates.
8.3 AUTODESK APIS
In connection with an Offering, you may have access to standard application
programming interfaces, software development kits, tools, libraries, scripts,
sample source code and similar developer material (collectively, “APIs”). Unless
otherwise specified in the applicable Special Terms (including Documentation),
You may use the APIs only (a) for the Offering for which you have a subscription
and for which the APIs are provided, (b) during the Offering Term, (c) in
accordance with the Special Terms (including Documentation) specific to the
APIs, and (d) to develop applications, services, modules, or components solely
for Your internal business use.
8.4 USE OF THIRD-PARTY MATERIAL AND SERVICES
Autodesk may provide You with content, designs, models, data sets, project
information, documents, libraries, audio, links, data, applications and other
software, services, or other material of a third party (collectively,
“Third-Party Material/Services”) in connection with Offerings. Any Third-Party
Material/Services may be governed by different terms found in or with such
Third-Party Material/Services (for example, in the “About Box,” a .txt file, or
accompanying license terms), on a registration page of a third party, or in the
Special Terms (including Documentation) for the Offering for which the
Third-Party Materials/Services are provided (collectively, “Third-Party Terms”).
If there are no Third-Party Terms, Your use will be (a) subject to the same
terms as the Offering for which You received the Third-Party Material/Services,
(b) solely in connection with Your use of such Offering, and (c) limited to the
Offering Term. You take sole responsibility for determining, obtaining and
complying with all Third-Party Terms. Autodesk will have no responsibility for,
and makes no representations or warranties regarding, (i) any Third-Party
Material/Services or Your use of Third-Party Material/Services, and (ii) any
Third-Party Terms or Your compliance with such Third-Party Terms.
8.5 USE OF YOUR CONTENT
In order for You to access or use certain Offerings, or for Autodesk to provide
You with certain services, You may wish to upload or otherwise share Your
Content. Autodesk personnel will not use Your Content except (a) at Your
request, or with Your consent; (b) in connection with providing and improving
Offerings (including maintaining, securing, updating, or otherwise modifying
Offerings); or (c) in connection with legal obligations, enforcement,
investigations, or proceedings. Autodesk may block or remove Your Content for
any reason, including non-compliance with these Terms. When You provide or make
accessible Your Content, You authorize Autodesk and its designees to use,
reproduce, modify, distribute and make available Your Content in connection with
providing You with Offerings and the other activities contemplated by these
Terms.
You are responsible for ensuring that (i) Your Content and its use with any
Offering comply with all applicable laws and regulations and these Terms,
(ii) Your Content will not infringe or misappropriate any intellectual property
or proprietary rights of any person, and (iii) You secure backup copies of Your
Content at all times. You acknowledge that online services may suffer
disruptions or outages, and You may not be able to retrieve Your Content as a
result.
You will indemnify and hold harmless (and, at Autodesk’s request, defend)
Autodesk against any and all losses, liabilities, expenses (including reasonable
attorneys’ fees) suffered or incurred by Autodesk by reason of any claim, suit
or proceeding arising out of or relating to (1) Your Content; (2) Your
(including Your Authorized Users’) use of Offerings, including any Output or
other results produced by such use; and (3) Your (including Your Authorized
Users’) breach of these Terms (including any Additional Agreement, Special
Terms, or other applicable terms).
8.6 COLLABORATION AND SHARING OF YOUR CONTENT
Some Offerings permit You to collaborate with others, including sharing or
publishing Your Content. If You choose to share or publish Your Content, others
may be able to use, sell, reproduce, modify, distribute, make available,
display, transmit and communicate Your Content, and suspending or terminating
access will not delete or inhibit access to any of Your Content that was earlier
shared or published. If You do not want others to have any such access or any of
those rights, do not use the sharing, publishing, or other collaboration
features of the Offerings and set Your permissions accordingly. Keep in mind
that forums and galleries may be public, and submissions are generally public.
An Offering may feature links to Third-Party Material/Services. Such links are
provided as a convenience to You. Autodesk does not monitor or control what such
third parties will do with Your Content. You are responsible for ensuring the
appropriate level of access to Your Content by any third party. If You authorize
any of Your Content to be shared with any third party, Autodesk may make Your
Content available to such third party; Autodesk will, however, have no
responsibility or liability for the actions of such third party.
9. TRIAL VERSIONS
Autodesk may make available or deliver Offerings (or features of an Offering)
described as “not for resale,” “free,” “evaluation,” “trial,” “pre-release,”
“beta,” or another similar designation (collectively, “Trial Versions”). Except
as expressly set forth in the Documentation for the Trial Version or applicable
Special Terms, (a) you may access or use the Trial Version only for a period of
30 days from download or receipt, (b) Your use will be limited to non-commercial
evaluation purposes, (c) the use of a Trial Version will be only by You as an
individual or, if You are an entity, by one named employee, and (d) the Trial
Version may only be used within the Territory where You acquired the Offering.
Notwithstanding any other provisions in these Terms, (i) Autodesk makes no
commitments with respect to Trial Versions, including any commitment to continue
any Trial Version or to convert any Trial Version into an Offering; (ii)
Autodesk constantly conducts research to improve our Offerings and makes no
commitment that such research will be commercially released in an Offering; and
(iii) Trial Versions may contain code that is not fully tested, including errors
and faults that may cause total data loss or system failure. Subscriptions to
Trial Versions do not include subscription Benefits, and Autodesk reserves the
right, without any further notice, to end any Trial Versions at any time.
10. FEEDBACK
If You provide Autodesk with ideas for improvement, suggestions, or other
feedback (collectively, “Feedback”), You hereby grant to Autodesk a
non-exclusive, transferable, irrevocable, worldwide, royalty-free license (with
rights to sublicense) to make, use, sell, offer to sell, reproduce, modify,
distribute, make available, publicly display and perform, disclose and otherwise
exploit the Feedback and any Offerings using the Feedback.
11. LIMITATIONS ON USE
11.1 OFFERINGS ARE TOOLS
The Offerings are tools and are intended only to assist You with Your design,
analysis, simulation, estimation, testing and other activities and are not a
substitute for Your professional judgment or Your own independent design,
analysis, simulation, estimation, testing, or other activities, including, for
example, those with respect to product stress, safety and utility. You
acknowledge that the Offerings may not have been designed or tested for Your
specific use, and the Offerings and Output may not achieve the results You
desire within Your constraints. It is Your responsibility to (a) determine
whether the use of an Offering is appropriate for Your purposes, (b) determine
the appropriate use for the Offerings, and (c) select the Offerings and other
computer programs and materials, in each case to help achieve Your intended
results or Output. You acknowledge that as between You and Autodesk, You are
solely responsible for (i) Your (including Your Authorized Users’) use of the
Offerings and any results produced by the Offerings, including any Output, and
(ii) establishing the adequacy of independent procedures for testing the
reliability, safety, accuracy, completeness, compliance with applicable legal
requirements and industry standards, and other characteristics of any Output,
including insights, recommendations, and all items designed with the assistance
of the Offerings. Autodesk will not be responsible or liable in any manner
whatsoever for the results obtained through use of the Offerings, including any
Output.
11.2 OFFERINGS NOT DESIGNED FOR SENSITIVE PERSONAL DATA
The data storage functionality associated with Offerings is NOT suitable for the
storage of Social Security numbers, credit or debit card numbers, financial
account numbers, driver’s license numbers, medical information, or health
insurance information; data about personal characteristics or other personal
data, such as race or ethnic origin, religion or philosophical beliefs,
political affiliation or opinions, genetic or biometric data, sexual
orientation, or trade union membership; or other information that may expose, or
pose a risk of harm to, an individual if improperly disclosed or used
(collectively, “Sensitive Personal Data”). Except as expressly required by
Autodesk (for example, a credit card number used to purchase a subscription),
You will not upload or otherwise make available to Autodesk any Sensitive
Personal Data, including any files containing Sensitive Personal Data, in
connection with Your use of any Offering.
11.3 ACCEPTABLE USE OF OFFERINGS
You will access and use (and permit access to and use of) Offerings only in
compliance with the Acceptable Use Policy and all applicable laws.
12. CONFIDENTIALITY
You or Autodesk (as the “Disclosing Party”) may disclose or make available
Confidential Information to the other party (as the “Receiving Party”) in
connection with these Terms. The Receiving Party will use the same degree of
care as to the Disclosing Party’s Confidential Information that it uses to
protect its own confidential information of like kind (but in no event less than
reasonable care) and will (a) use the Confidential Information of the Disclosing
Party only in connection with Offerings, and (b) except as otherwise authorized
by the Disclosing Party in writing, limit access to the Confidential Information
of the Disclosing Party to those of its employees, consultants, contractors,
service providers, professional advisors and other individuals who need such
access for purposes related to Offerings and who are subject to confidentiality
obligations with the Receiving Party no less stringent than those in these
Terms. The Receiving Party may disclose Confidential Information of the
Disclosing Party if it is compelled by law to do so. The Receiving Party will
give the Disclosing Party prior notice of such compelled disclosure (to the
extent legally permitted) and take reasonable steps to limit such disclosure.
Autodesk may also disclose Your Confidential Information to comply with any
governmental or regulatory body request (including subpoenas or court orders),
as part of a legal proceeding involving Autodesk, or at Your request. If
disclosure is made at Your request, You may be responsible for the costs of
compiling and providing access to Your Confidential Information.
13. AUTODESK PROPRIETARY RIGHTS
You acknowledge and agree that Autodesk and its licensors and suppliers will
have ownership of and all rights with respect to (a) the Offerings,
Documentation, APIs, and other information or material made available to You by
Autodesk, including any copies of the foregoing, (b) any materials or other
information based on, derived from, or otherwise using any of the foregoing
(including Metrics), and (c) all rights under trade secrets, copyrights,
trademarks, patents, and any other intellectual property or proprietary rights
relating to any of the foregoing. The structure and organization, the underlying
algorithms and other internals, the protocols, data structures and other
externals, and the source code of the Offerings and the APIs constitute
proprietary and confidential information of Autodesk, and You will not disclose
such information to third parties, or use such information for any purpose other
than as required for ordinary-course access to and use of the Offerings as set
forth in these Terms, without Autodesk’s prior written consent. You will not
access or attempt to access the Offerings by any means other than the interface
Autodesk provides or authorizes. You will not engage in any decompiling,
disassembling, or other reverse engineering, or otherwise attempt to discover,
learn, or study the structure or organization, underlying algorithms or other
internals, protocols, data structures or other externals, or the source code of
the Offerings or APIs, except as expressly permitted under applicable law
notwithstanding a contractual prohibition to the contrary. Autodesk may make
available or provide access to other confidential and proprietary information
(either marked as such or understood to be such under the circumstances) to
enable Your access or use of the Offerings, and any such information will be
deemed to be Autodesk Confidential Information.
You have only the rights expressly granted to You under these Terms (including
the Special Terms). All rights not expressly granted are reserved by Autodesk
and its licensors and suppliers; Autodesk and its licensors and suppliers
expressly disclaim (and You agree not to assert) any other rights.
You will not take any action, or authorize, encourage, or assist any third party
to take any action, inconsistent with this Section 13.
14. LIMITED WARRANTY, DISCLAIMERS, LIMITATIONS ON LIABILITY
14.1 LIMITED WARRANTY
Autodesk warrants that, for any paid subscription, as of the date on which the
subscribed-for Offering is made available to You and for 90 days thereafter or,
if the Offering Term is shorter, such shorter period (“Warranty Period”), the
Offering will provide the general features and functions described in the
end-user Documentation for the Offering. Autodesk’s entire obligation and
liability, and Your sole and exclusive remedy, for Autodesk’s breach of this
warranty will be for Autodesk, at its option, (a) to attempt reasonably to
remedy the breach or (b) to refund the amounts received for the affected
subscription and terminate such subscription. You will bring any warranty claim
for any Offering within its applicable Warranty Period, and any warranty claims
You bring after such Warranty Period will be excluded.
14.2 DISCLAIMERS
EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 14.1 (LIMITED
WARRANTY) ABOVE, AND ANY EXPRESS WARRANTIES SET FORTH AS SUCH IN ANY ADDITIONAL
AGREEMENT OR SPECIAL TERMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
(a) THE OFFERINGS (INCLUDING ANY RELATED SOFTWARE, CLOUD SERVICE, DOCUMENTATION,
APIS, OR OTHER MATERIALS) ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” AND WITHOUT
WARRANTY OR CONDITION OF ANY KIND AND (b) AUTODESK AND ITS LICENSORS AND
SUPPLIERS MAKE, AND YOU RECEIVE, NO WARRANTIES, REPRESENTATIONS, CONDITIONS, OR
COMMITMENTS OF ANY KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO
ANY OF THE OFFERINGS OR ANY OUTPUT, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE
AND NON-INFRINGEMENT, OR QUIET ENJOYMENT, ANY WARRANTIES OR CONDITIONS IMPLIED
BY STATUTE, OR ANY WARRANTIES OR CONDITIONS BASED ON A COURSE OF DEALING, USAGE
OF TRADE OR INDUSTRY STANDARDS. Any statements by Autodesk or its third-party
agents, representatives, or service providers about the Offerings (including any
statements about their functionality or performance) or Output, or other
communications with You (including any insights, recommendations, guidance,
assessments, projections, estimates or opinions), that are not contained in
these Terms (including any Additional Agreement or Special Terms) are for
information purposes only and do not constitute a warranty, representation,
condition, or other commitment. Without limiting the generality of the
foregoing, Autodesk and its licensors and suppliers do not warrant or otherwise
commit that (i) the Offerings or Output, or Your access thereto or use thereof,
will be available, uninterrupted, timely, error-free, secure, accurate,
reliable, or complete, (ii) the Offerings will meet any particular performance,
availability or service-level criteria, (iii) Your Content will not be lost or
damaged, or (iv) errors or defects will be corrected or any particular support
requests will be resolved to meet Your needs or expectations. Also, for clarity,
(1) any reference to “unlimited” access, use, storage, or otherwise with respect
to an Offering is subject to the technical limitations of the Offering, and (2)
some Offerings or functionality may not be available in all locations (including
the Territory) or languages.
14.3 LIMITATIONS ON LIABILITY
NEITHER AUTODESK NOR ANY OF ITS LICENSORS OR SUPPLIERS WILL HAVE ANY LIABILITY
(DIRECTLY OR INDIRECTLY) FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL,
OR PUNITIVE DAMAGES; LOSS OF PROFITS OR REVENUE; BUSINESS INTERRUPTION OR LOSS
OF USE; COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR OTHER COVER;
FAILURE OF, OR DEFECTS IN, THE OUTPUT; LOSS, CORRUPTION, OR DELETION OF (OR
FAILURE TO DELETE) DATA OR YOUR CONTENT; OR DAMAGES RESULTING FROM FORCE
MAJEURE. THE AGGREGATE LIABILITY OF AUTODESK AND ITS LICENSORS AND SUPPLIERS
WITH RESPECT TO ANY OFFERING OR OUTPUT THEREOF WILL IN NO EVENT EXCEED THE
GREATER OF (a) THE AMOUNT PAID OR PAYABLE BY YOU FOR THE OFFERING IN THE
ONE-YEAR PERIOD BEFORE THE EVENTS OR CIRCUMSTANCES GIVING RISE TO THE LIABILITY
FIRST OCCURRED, OR (b) US$1000. YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS
AND LIMITATIONS OF LIABILITY IN THESE TERMS CONSTITUTE AN ESSENTIAL ELEMENT OF
THE BARGAIN BETWEEN YOU AND AUTODESK, AND THAT AUTODESK WOULD NOT HAVE PROVIDED
THE OFFERINGS TO YOU WITHOUT YOUR AGREEMENT TO EACH OF THESE TERMS. THE
LIMITATIONS ON LIABILITY IN THESE TERMS WILL APPLY TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW TO ANY DAMAGES OR OTHER LIABILITY, HOWEVER CAUSED
AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT
(INCLUDING NEGLIGENCE AND STRICT LIABILITY), INDEMNIFICATION, RECOURSE, STATUTE,
OR OTHERWISE, AND EVEN IF AUTODESK HAS BEEN ADVISED OF THE POSSIBILITY OF THE
LIABILITY OR THE LIABILITY IS OTHERWISE FORESEEABLE, AND REGARDLESS OF WHETHER
THE LIMITED REMEDIES IN THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.
NOTHING IN THESE TERMS RESTRICTS OR EXCLUDES AUTODESK’S LIABILITY FOR (i) DEATH
OR PERSONAL INJURY CAUSED BY AUTODESK’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE,
OR (ii) YOUR DAMAGES OR LOSSES CAUSED BY AUTODESK’S FRAUD. ALSO, AUTODESK DOES
NOT SEEK TO LIMIT YOUR WARRANTIES, YOUR OTHER RIGHTS AND REMEDIES, OR THE
LIABILITY OF AUTODESK FOR DAMAGES OR LOSSES TO THE EXTENT THE LIMITS ARE NOT
PERMITTED BY APPLICABLE LAW (SUCH AS STATUTORY WARRANTIES, CONDITIONS, REMEDIES,
OR LIABILITIES THAT CANNOT BE EXCLUDED BY APPLICABLE LAW). THESE TERMS GIVE YOU
SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM
JURISDICTION TO JURISDICTION, INCLUDING LEGAL RIGHTS DESCRIBED IN SECTION 19
(COUNTRY/JURISDICTION-SPECIFIC TERMS) BELOW.
15. INDEMNITY
Subject to these Terms, Autodesk will defend You against any claim brought
against You by a third party alleging that any Covered Offering infringes such
third party’s patent, copyright, trademark, or trade secret rights (“IP Claim”),
and Autodesk will pay damages finally awarded against You (or any settlement
amount agreed to in writing by Autodesk) as a result of the IP Claim, provided
You (a) promptly notify Autodesk of the IP Claim, (b) give Autodesk sole control
of the defense and settlement of the IP Claim, and (c) promptly provide Autodesk
with any assistance and cooperation requested by Autodesk in connection with the
defense and settlement. These defense and payment obligations do not apply if
(i) the IP Claim arises from, or is based on, the use or combination of the
Covered Offering with any software, hardware, data, material, or service not
provided by Autodesk, (ii) the IP Claim covers any method or process not fully
embodied in the Covered Offering, (iii) there is available an Update or Upgrade
that avoids the infringement alleged in the IP Claim, or (iv) You have been in
breach of these Terms. If Autodesk receives information about an infringement
claim related to any Offering, Autodesk may, in its discretion, (1) modify or
replace the Offering, (2) obtain a license for Your continued use of the
Offering, and/or (3) terminate Your subscription for the Offering and refund any
prepaid fees covering the remainder of the Offering Term of the terminated
subscription. This Section 15 states Autodesk’s sole obligations and Your
exclusive remedy for any infringement of any third-party intellectual property
rights.
16. TERM, TERMINATION, SUSPENSION
These Terms become effective on the first date accepted in accordance with
Section 1 (Acceptance) above and continue in effect indefinitely unless
terminated in accordance with the provisions of these Terms, including this
Section 16.
16.1 YOUR RIGHT TO TERMINATE
You may terminate Your subscriptions and these Terms if Autodesk is in material
breach of these Terms and fails to cure such breach within 30 days after written
notice of the breach.
16.2 AUTODESK’S RIGHT TO TERMINATE OR SUSPEND A SUBSCRIPTION OR ACCOUNT
Autodesk may terminate (or disable or suspend Your access to and use of) any or
all of Your subscriptions or other Offerings, or terminate these Terms and Your
account, if (a) You have no current paid subscriptions; (b) You have failed to
timely pay any amounts (including fees and taxes) owing to Autodesk; (c) You
(including any of Your Authorized Users) are otherwise in material breach of
these Terms and fail to cure such breach within 30 days after written notice of
the breach; or (d) You become subject to bankruptcy or insolvency proceedings,
become insolvent, make an arrangement with or affecting Your creditors
(including an assignment for the benefit of creditor) or commence a process of
liquidation. These Terms will automatically terminate without further notice or
action by Autodesk if You go into liquidation. Autodesk may also immediately
disable or suspend Your access to and use of Offerings and Your Content if
Autodesk believes in good faith that Your (or Your Authorized Users’) conduct or
failure to act, or Your Content, may (i) pose a security risk, constitute
illegal activity, or otherwise adversely impact Offerings, systems, or other
users, (ii) constitute or enable tampering with, removing, disabling or
otherwise limiting the effectiveness of any technical protections, or (iii)
subject Autodesk, or its suppliers, resellers, distributors, users, or any
similar third parties, to liability.
16.3 EFFECT OF TERMINATION OF SUBSCRIPTION
Upon expiration or termination of a subscription or other Offering for any
reason, Your rights with respect to that Offering, including any related
Software license, Cloud Service access, and Benefits, will end. At that time,
You will stop all access to and use of the Offering and uninstall any and all
copies of materials related to such Offering (including any related Software,
Documentation, APIs, or other material from Autodesk). In addition, at
Autodesk’s request, You will destroy any such copies or return them to Autodesk
or the party from which You acquired the Offering. You will retain proof that
You returned or destroyed all such copies. In connection with the expiration or
termination of a subscription, (a) as a convenience to You for some Cloud
Services, Autodesk may provide You with a brief period (for example, 30 days) in
which You may retrieve Your Content after expiration or termination of the Cloud
Services, if You are in compliance with these Terms and pay the applicable fees,
if any (for example, Autodesk’s then-current professional services fees for any
assistance Autodesk provides), and (b) otherwise, Autodesk may delete, without
notice, any or all of Your Content, including backup and other copies thereof.
16.4 EFFECT OF TERMINATION OF TERMS OR ACCOUNT
Upon any termination of these Terms for any reason, (a) Your account and Your
subscriptions and other Offerings, including those of Your Authorized Users,
will immediately terminate, and (b) the effects described above with respect to
expiration or termination of a subscription or other Offering will apply to all
subscriptions and other Offerings attached to Your account. Your payment
obligations, Your responsibility for anyone who obtains, accesses, or uses
Offerings through You or Your account (including Your Authorized Users)
(including the responsibility described in Section 4 (Your Account)), and the
following sections of these General Terms will survive termination for any
reason: Section 5 (You Own Your Work); Section 8.3 (Autodesk APIs); Section 8.4
(Use of Third-Party Material and Services); Section 8.5 (Use of Your Content);
Section 8.6 (Collaboration and Sharing of Your Content); Section 10 (Feedback);
Section 11 (Limitations on Use); Section 12 (Confidentiality); Section 13
(Autodesk Proprietary Rights); Section 14.2 (Disclaimers); Section 14.3
(Limitations on Liability); Section 16.3 (Effect of Termination of
Subscription); this Section 16.4; Section 17 (Miscellaneous), including Section
17.4 (Autodesk Party, Governing Law, Dispute Resolution); Section 18
(Definitions); and Section 19 (Country/Jurisdiction-Specific Terms).
17. MISCELLANEOUS
17.1 CHANGES TO THE OFFERINGS
Autodesk reserves the right from time to time to (a) modify, discontinue, or
substitute an Offering (including any Benefits, features, functionality, or
supporting services related to the Offering), or (b) add or modify license keys,
authorizations or other means of controlling or measuring access to or use of
the Offerings. Autodesk will endeavor to notify You of any major changes to an
Offering in the applicable release notes or other Documentation for the
Offering.
17.2 CHANGES TO TERMS
To the maximum extent permitted by applicable law, Autodesk reserves the right
from time to time to (and You acknowledge that Autodesk may) modify these Terms.
Autodesk will endeavor to notify You of any changes to these Terms (“Terms
Modification Notice”), including by posting to this site. It is your
responsibility to regularly check this site for updates, including Terms
Modification Notices. Except as otherwise expressly set forth in these Terms, if
any modification to the Terms has a material adverse effect on You and You do
not agree to the modification, You may reject the modification by notifying
Autodesk of the rejection within 30 days of the Terms Modification Notice. If
You reject a modification under these circumstances, (a) Your access to and use
of any Offerings affected by the modification will continue to be governed by
the terms in effect immediately before the modification (except to the extent
the modification was made for security, privacy, or legal compliance reasons, in
which case the modification will be effective immediately) until the earlier of
(i) the end of the applicable Offering Term, or (ii) 180 days after the Terms
Modification Notice; and (b) Your rights to such Offerings, including any
related subscription Benefits, will then terminate. In the event of such a
termination by You, Autodesk (or the party from whom You purchased Your
subscription) will refund the prorated portion of any prepaid fees applicable to
the remaining Offering Term of Your subscription for the affected Offerings
after the effective date of termination. In any event, if any subscription is
renewed or extended, it will be under the then-current Terms. Notices by You or
Autodesk will be provided as set forth below, except that You may also provide
Your notice of rejection via email (within the 30-day period described above) to
the following email address Terms.Modification.Rejection@autodesk.com, or in any
other manner specified in the Terms Modification Notice.
Notwithstanding the forgoing, if the Special Terms, Offering Types and Benefits,
or other policies include different terms or procedures for modification
thereof, modification may, at Autodesk’s option, be handled as described
therein.
You acknowledge that Your commitments with respect to the Offerings and
subscription Benefits are not contingent on delivery of future features or
functionality (or oral or written statements about future features or
functionality).
17.3 LANGUAGE OF TERMS, INTERPRETATION
The English language version of these Terms will be the version used when
interpreting or construing these Terms, and any notices or other communications
in connection with these Terms will be provided in the English language. Any
reference in these Terms to “days” are to calendar days unless otherwise
specified. The words “including” and “for example” or “e.g.,” and words of
similar import, are not limiting or exclusive and will be deemed followed by
“without limitation,” whether or not such language is included. Section and
other headings are for ease of reference only and are not to be used to
interpret the meaning of any provision. Any rights and remedies provided for in
these Terms are cumulative and are in addition to, and not in lieu of, any other
rights and remedies available under applicable law.
17.4 AUTODESK PARTY, GOVERNING LAW, DISPUTE RESOLUTION
(a) General
Depending on where Your principal place of business is (or, if You are an
individual, where You are resident), these Terms are between You and the
Autodesk Party set out below. The governing law for these Terms, including any
rights, obligations and claims of the parties, will be as specified below.
Similarly, any dispute or claim arising out of or relating to these Terms,
including the breach, performance, termination, enforcement, interpretation, or
validity of these Terms (and whether under contract, tort, including strict
liability, competition law, or otherwise), and including the determination of
the scope or applicability of the dispute resolution provisions of these Terms,
will be finally determined under the law, in the location and by the dispute
resolution process specified below (except as may be specified in Section 19
(Country/Jurisdiction-Specific Terms) below.
Your principal place of business (or, if You are an individual, the place of
Your residency)
References to “Autodesk Party” means the following Autodesk entity:
Governing law is:
Exclusive jurisdiction/forum for dispute resolution:
United States and Canada
Autodesk, Inc., a Delaware corporation
(i) State of California, and (ii) to the extent controlling, federal laws of the
United States
Arbitration administered by ADR Services, Inc. (“ADR Services”), pursuant to
Section 17.4(b) below and (to the extent not inconsistent with such section) in
accordance with the arbitration rules of ADR Services as in effect when the
notice of arbitration is submitted. The seat of the arbitration will be San
Francisco.
Mainland China, Hong Kong, and Macau
Autodesk, Inc., a Delaware corporation
Singapore
Arbitration administered by the Singapore International Arbitration Centre
(“SIAC”) in accordance with the Arbitration Rules of the SIAC as in effect when
the notice of arbitration is submitted. The seat of the arbitration will be
Singapore.
Asia, Oceania, and the Asia-Pacific region, other than Mainland China, Hong
Kong, and Macau
Autodesk, Inc., a Delaware corporation
Singapore
Courts of Singapore
Europe, the Middle East, and Africa
Autodesk Ireland Operations Unlimited Company, an Irish company
Ireland
Courts of Ireland
Worldwide (unless in a country or region described above), including Mexico,
South America, Central America, Caribbean region, and Antarctica
Autodesk, Inc., a Delaware corporation
(i) State of California, and (ii) to the extent controlling, federal laws of the
United States
(i) United States District Court for the Northern District of California in San
Francisco, or (ii) courts of the State of California, County of San Francisco.
(b) Binding Arbitration and Dispute Resolution for United States and Canada
If Your principal place of business (or, if You are an individual, Your
residence) is in the United States or Canada, the following informal dispute
resolution and binding arbitration provisions apply to You:
(i) Informal Dispute Resolution and Binding Arbitration
Autodesk seeks to resolve any claim or dispute (“Claim”) informally. If You or
Autodesk have a Claim arising out of or relating to an Offering or these Terms,
You and Autodesk will first seek to resolve the Claim informally by providing
notice of the Claim in the manner described below for Notices and cooperating
with the other party to try to address the matter amicably. If the Claim is not
resolved through informal dispute resolution within 30 days after receipt of the
notice of a Claim, either party may proceed with formal dispute resolution.
You and Autodesk agree to binding individual arbitration of any Claim arising
out of or relating to an Offering or these Terms and waive any right to go to
court and have a trial in front of a judge or jury. The United States Federal
Arbitration Act, including its procedural provisions, and not state law, governs
the interpretation and enforcement of this dispute-resolution provision.
Arbitration will be conducted by ADR Services pursuant to its rules and as set
forth in this Section 17.4. To commence arbitration, a party must send a written
demand for arbitration that describes the Claim and request for relief with the
details required by the ADR Services rules (“Demand”). Any Demand from You to
Autodesk must be sent to Autodesk, Inc., The Landmark @ One Market, Suite 400,
San Francisco, California 94105 USA, Attention: Chief Legal Officer. Any Demand
from Autodesk to You must be sent to the address You provided during the
informal dispute-resolution process described above or, if no address was
provided, sent as described in Section 17.11 (Notices) below.
(ii) Fees for Binding Arbitration
Payment of all arbitrator fees will be governed by the ADR Services rules,
except to the extent that any fees (including attorneys’ fees) and costs paid by
either party are reallocated upon order of the arbitrator following a
determination that (1) You or Autodesk breached any of the provisions of this
Section 17.4, (2) the substance of Your or Autodesk’s Claim or the relief sought
by You or Autodesk was frivolous or brought for an improper purpose, or (3)
reallocation is otherwise permitted under applicable law. If Autodesk brings a
Claim against You, Autodesk will pay all ADR Services fees associated with the
Claim. If You bring a Claim against Autodesk, You and Autodesk will split those
fees evenly. Further, if the arbitrator determines that You are unable to pay
any part of those ADR Services fees, Autodesk will pay them for You.
(iii) Mass Filings
If You bring a Claim against Autodesk that is similar to the Claims of at least
24 other customers or users, or if You and at least 24 other customers or users
with Claims against Autodesk are represented by the same lawyers or by lawyers
who are coordinating with each other (in either case, a “Mass Filing”), you and
Autodesk agree to the following protocol:
ADR Services will randomly assign sequential numbers to each of the Claims
included in a Mass Filing, after which the Claims numbered 1-10 will be
designated the “Initial Test Cases” and will proceed to arbitration. The filing
fees will be paid only for the Initial Test Cases; for all other Claims, the
filing fees (together with any arbitrator consideration of the other Claims)
will be held in abeyance, and neither You nor Autodesk will be required to pay
any such filing fees. The arbitrator will render a final award for the Initial
Test Cases within 180 days after the initial pre-hearing conference, unless such
period is extended by the arbitrator. Thereafter, the results of the Initial
Test Cases will be given to a mediator, and such mediator and the parties will
have 90 days from the mediator’s appointment (the “Mediation Period”) to agree
on a resolution or substantive methodology for resolving the remaining Claims.
If the parties are unable to resolve the remaining Claims during the Mediation
Period, either party may choose to opt out of the binding arbitration process
and proceed in court with the remaining Claims. Notice of any opt-out must be
provided in writing within 60 days after the close of the Mediation Period.
Absent notice of an opt-out, the remaining Claims will be arbitrated
individually in the order determined by the sequential numbers assigned to the
Claims in the Mass Filing. Filing fees for each Claim will be due upon
commencement of the arbitration of such Claim.
(iv) Determination of Arbitrability, Enforcement of Rights
The arbitrator will have the right to determine the arbitrability of any Claim.
Notwithstanding the foregoing arbitration provision, each party may enforce its,
or its licensors’, patent, copyright, or trademark rights in any court of
competent jurisdiction.
(c) Waiver of Class or Consolidated Actions
All Claims arising out of, or relating to, an Offering or these Terms must be
arbitrated or litigated on an individual basis and not on a class basis. Claims
of more than one customer or user cannot be arbitrated or litigated jointly or
consolidated with those of any other customer or user.
(d) Injunctive and Other Equitable Relief
Notwithstanding any other provisions of these Terms, if a Claim is subject to
resolution in the specified court or courts under Section 17.4(a) (General)
above, Autodesk may apply for injunctive relief and other equitable remedies (or
their equivalent) in any jurisdiction or forum, including any available court.
If a Claim is subject to arbitration, either party may apply to a court of
competent jurisdiction for interim measures necessary to preserve the parties’
rights, including pre-arbitration attachments or injunctions, and any such
request will not be deemed incompatible with, or a waiver of, the agreement to
arbitrate.
17.5 FORCE MAJEURE
Neither party will be responsible or have any liability for any delay or failure
to perform to the extent due to unforeseen circumstances or causes beyond its
reasonable control, including acts of God, earthquake, fire, pandemic, flood,
sanctions, embargoes, strikes, lockouts or other labor disturbances, civil
unrest, unavailability or delay of suppliers or licensors, riots, terrorist or
other malicious or criminal acts, war, failure or interruption of the internet
or third party internet connections or infrastructure, power failures, acts or
orders of civil and government authorities and severe weather (“Force Majeure”).
The affected party will give the other party prompt written notice (when
possible) of the failure to perform and use its reasonable efforts to limit the
resulting delay in its performance.
17.6 EXPORT
When You obtain, access or use an Offering, You will comply with the export
control and international trade laws and regulations of the United States and of
any other country whose laws apply to You or Your Content. You will not access
or use any Offering from within a U.S. sanctioned location or if You appear on
any U.S. government restricted parties list. You will obtain U.S. government and
any other required authorization before You obtain, access or use, or allow any
person or entity to obtain, access or use, any Offering for a U.S.-restricted
end use. Restricted end uses include work on nuclear, chemical or biological
weapons or on missile systems capable of delivering them. You may not upload or
otherwise provide Autodesk with any content or materials (including Your
Content) that constitute classified information or that are subject to the
International Traffic in Arms Regulations (“ITAR”) or its foreign counterparts.
You may not upload or otherwise provide Autodesk with any content or materials
that cannot legally be transferred from Your location to the United States or
from the United States to Your location. You are solely responsible for
compliance with all export control requirements applicable to Your Content and
You may not use any Offering to make Your Content or any other content or
materials available to any country, entity or other party that cannot legally
receive them under U.S. and other applicable law. Autodesk reserves the right to
suspend or terminate Your Offerings for failure to comply with requests for
additional export control related assurances or if Autodesk determines in its
sole discretion that sanctions and/or export control related laws and
regulations restrict the provision of products, services and/or other financial
benefit.
17.7 GOVERNMENT
This Section 17.7 applies if You are a United States federal or other
Governmental Entity. The Offerings are “commercial computer software” as
defined at 48 C.F.R. § 2.101 and 48 C.F.R. § 252.227-7014(a)(1) and as the term
is used in 48 C.F.R. §§ 12.212 and 227.7202, and, where services, are
“commercial services” as defined in 48 C.F.R. § 2.101. The Offerings and related
Documentation are provided to You and your Authorized Users, for use by You or
on Your behalf, subject to these Terms and with only those rights as are granted
to all other Autodesk customers and their Authorized Users pursuant to these
Terms. These Terms apply to Governmental Entity customers and Authorized Users
except to the limited extent You are prohibited by the laws of Your jurisdiction
from accepting any provisions of these Terms. If and to the extent any provision
of these Terms is so prohibited, such provision will be deemed modified only to
the extent reasonably necessary to conform to applicable law but to give maximum
effect to the provision as written.
17.8 VERIFICATION OF COMPLIANCE
Autodesk reserves the right to verify Your compliance with these Terms and may,
at its discretion, do so by providing you with a report regarding Your
noncompliant use of Offerings and/or by conducting a remote or on-site audit
(any such action, a “Verification”).
If a remote or on-site audit is required, Autodesk or its representative will
provide You electronic written notification. You must use an Autodesk-approved
tool to gather information from all devices accessing Your Offerings and obtain
any necessary access and consent from Your Authorized Users. Within 15 calendar
days of audit notification, You must submit Your audit results to the notifying
party. Audit results must include machine IDs, serial numbers, Autodesk IDs,
NT/Windows username, device ID and other information relating to Your Offerings.
If, through a Verification, Autodesk determines You are in violation of these
Terms, You must immediately purchase new Offerings at least equal to the total
of the value of the identified noncompliance and Autodesk’s reasonable costs to
complete the Verification.
Failure to comply with this Section 17.8 is a material breach of these Terms.
Autodesk reserves the right to suspend and/or terminate Your access to Offerings
as set forth in Section 16.2 (Autodesk’s Right to Terminate or Suspend a
Subscription or Account) above, as well as to seek any other remedies available
at law or in equity as set forth in Section 17.4 (Autodesk Party, Governing Law,
Dispute Resolution) above.
17.9 ASSIGNMENT
You may not assign or otherwise transfer these Terms or Your rights or
obligations under these Terms (whether by operation of law or otherwise) without
Autodesk’s prior written consent, and Autodesk may terminate these Terms
(including Your rights under these Terms) if You are acquired by, or come to be
controlled by, any other person or entity (whether by acquisition of shares,
merger, or other transaction) without such written consent of Autodesk. Autodesk
may assign or otherwise transfer these Terms (without Your consent or notice to
You) as part of a reorganization, merger, sale of assets or other transaction
that involves all or a portion of the Offerings or related business.
17.10 SEVERABILITY
If and to the extent any provision of these Terms is held unenforceable under
applicable law, (a) such provision will be deemed modified to the extent
reasonably necessary to conform to applicable law but to give maximum effect to
the intent of the parties set forth in these Terms, and (b) such provision will
be ineffective only as to the jurisdiction in which it is held unenforceable
without affecting enforceability in any other jurisdiction.
17.11 NOTICES
Any notices by You to Autodesk will be sent by postal mail or delivery service
to Autodesk, Inc., The Landmark @ One Market, Ste. 400, San Francisco, CA 94105
USA, Attention: Chief Legal Officer. Such notices will be effective when
received by Autodesk.
Except as otherwise expressly stated in these Terms (including any Additional
Agreement or Special Terms), any notices by Autodesk to You will be provided (a)
by email to the registered email address associated with Your account, (b) by
posting to Your account, (c) by posting within an Offering (for example, through
an in-Offering notification function or sign-in notification), (d) by postal
mail or delivery service to the address associated with Your account, or (e) in
any other manner deemed reasonable by Autodesk that involves specific
notification to You. Notices from Autodesk to You will, (i) in the case of
notices by email, be effective one day after being sent and (ii) in the case of
other notices, five days after being posted or sent. You hereby agree to service
of process being effected on You by registered mail sent to the address set
forth on Your Customer Information Form (or, if no Customer Information Form has
been provided, Your last address known by Autodesk) if so permitted by
applicable law.
17.12 ENTIRE AGREEMENT, NO WAIVER
These Terms, including any Additional Agreement and any Special Terms (which are
incorporated by reference in these Terms), constitute the entire agreement
between You and Autodesk (and merge and supersede any prior or contemporaneous
agreements, discussions, communications, representations, warranties,
advertising or understandings) with respect to the subject matter hereof. Any
access to or use of an Offering is expressly conditioned on the application of
these Terms, and any other terms are expressly rejected.
If there is any conflict between these General Terms and any Special Terms, the
Special Terms will control in relation to their subject matter. If there is any
conflict between these General Terms or the Special Terms and the Additional
Agreement, the Additional Agreement will control in relation to its subject
matter to the extent set forth in the Additional Agreement.
Failure to enforce or exercise any provision of these Terms is not a waiver of
such provision, unless such waiver is specified in writing and signed by the
party against which the waiver is asserted.
17.13 DMCA
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 made available by or through Autodesk 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 are required
to 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:
Copyright Agent
Autodesk, Inc.
The Landmark @
One Market, Ste. 400
San Francisco, CA 94105
USA
E-mail: copyright.agent@autodesk.com
Tel: +1 (415) 507.5000
Fax: + 1 (415) 507.6128
Autodesk suggests that You consult Your legal advisor before filing a notice or
counter-notice.
18. DEFINITIONS
“Additional Agreement” means any agreement signed directly with an Autodesk
entity that expressly supplements or amends the Terms (for example, an
enterprise business agreement).
“Authorized Users” or “Your Authorized Users” means (a) You (if You are an
individual) and (b) identified individuals (such as Your individual employees,
consultants and contractors and other individuals accessing and using an
Offering) for whom You have acquired a subscription to an Offering. If an
Offering allows You to designate Authorized Users for such Offering, You will be
responsible for providing notice to, and obtaining agreement from, any such
Authorized Users regarding the application of these Terms to their access to and
use of such Offering prior to their access and use.
“Autodesk” means Autodesk, Inc., a Delaware (United States) corporation,
together with its subsidiaries and other affiliates.
“Autodesk Party” means the particular Autodesk entity identified in Section 17.4
(Autodesk Party, Governing Law, Dispute Resolution) above.
“Benefits” means any benefits made available to You or Your Authorized Users by
Autodesk. Benefits are typically based on the type or level of Offering for
which You subscribe. Benefits may include access to Updates and Upgrades, rights
to previous versions, additional Software or Cloud Services, pre-release
versions, APIs, global use rights, technical support, training, webinars,
forums, events, galleries, newsletters and usage data. Benefits may also include
account benefits such as single sign-on and management of Your profile, security
settings, linked accounts and preferences.
“Cloud Service” means a web- or cloud-based service made available by Autodesk,
whether or not provided as part of a subscription and whether or not provided
for a fee. Cloud Services may include software as a service (SaaS) and remote
storage or processing of data.
“Confidential Information” means information not generally known to the public
that is (a) made available or disclosed by a Disclosing Party to a Receiving
Party in writing and (b) designated by the Disclosing Party in writing as
Confidential. Nonetheless, Confidential Information does not include (i) any
information that (1) becomes generally known to the public without breach of any
obligation owed to the Disclosing Party; (2) was known to the Receiving Party
before receipt from the Disclosing Party without breach of any obligation (and
without a duty of confidentiality) owed to the Disclosing Party; (3) is received
from a third party without breach of any obligation (and without a duty of
confidentiality) owed to the Disclosing Party; or (4) was independently
developed by the Receiving Party; ii) any of Your Content that You send to, or
allow to be accessed by, a third party through an Offering; or (iii) any
Feedback. Autodesk Confidential Information in any event includes the non-public
aspects of (A) any Offerings and any related product plans, technology and other
technical information (including APIs and any elements of Your Development
using, disclosing or based on use of the APIs) and (B) business negotiations.
“Covered Offering” means any Offering for which you have paid Autodesk a
subscription fee of more than US$100 in the previous 12 months, excluding any
Offering that has been modified by You or at your direction, and excluding any
Third-Party Material/Services.
“Customer Information Form” means a form completed by or on behalf of You and
submitted to Autodesk (or to a reseller, distributor, or other third party),
directly or indirectly, in connection with Your account, a subscription or other
Offering.
“Documentation” means the then-current end-user documentation (including online,
printed, or other documentation) and any technical or legal requirements for an
Offering.
“Governmental Entity” means any nation or government, including the United
States federal government, any state, municipality, or other political
subdivision thereof, and any entity, body, agency, commission, department,
board, bureau, or judicial body pertaining to government, and any employee or
official thereof.
“Metrics” means data and other information regarding access to and use of any
Offerings (including Your access and use). Metrics includes information
regarding usage of features, functions, storage and indexes and information
regarding usage, volume, type, storage and processing of Your Content (but not
Your Content itself). If Metrics includes any personal data, treatment of such
personal data will be pursuant to the Privacy Statement.
“Offerings” means Software, Cloud Services, and Benefits provided by Autodesk,
and any subscriptions for such items.
“Offering Identification” means one or more designations by Autodesk that set
forth (as applicable) the name of an Offering; the Offering Type; and the
permitted number, Territory, and length of Your subscription. The Offering
Identification may be (a) provided in a written confirmation or other notice
issued to You by Autodesk, posted to Your account, transmitted via email, or
otherwise made available to You; (b) located in the Offering or on or with any
Autodesk packaging; or (c) obtained from Autodesk on request. Offering
Identification does not include any designation, confirmation, packaging or
other document provided by a reseller, distributor, or other third party.
“Offering Type” means the license type specified by Autodesk for a subscription
(for example, single-user, multi-user, or Flex). Offering Types are set forth on
Offering Types and Benefits.
“Output” means all results, work product, designs, prototypes or other items
created or generated by or through any use of any Offering, including any
products, parts or services based on or using such results, work product,
designs, prototypes, or other items.
“Software” means any software or similar materials, including any modules,
components, features and functions, made available by Autodesk, whether or not
provided as part of a subscription and whether or not provided for a fee.
Software includes Updates and Upgrades.
“Terms” (including “these Terms”) means these General Terms and the other terms
referenced in these General Terms, including the Special Terms and Additional
Agreement (if any), together with any other applicable terms.
“Territory” means the country or jurisdiction where You acquired Your
subscription. Autodesk may indicate the applicable Territory in an Offering
Identification. For additional information regarding the definition of Territory
see Section 19 (Country/Jurisdiction-Specific Terms) below.
“Updates” means security fixes, hot fixes, patches and other updates (including
new features, new functions and other modifications released between Upgrades).
“Upgrades” means new versions of Offerings, or add-ons to or additional products
associated with Offerings, as determined by Autodesk.
“Your Content” means (a) any files, designs, models, data sets, images,
documents, or similar material submitted or uploaded to any Offering by You (or
Your Authorized Users) and (b) Your specific output generated from the use of
any Offering based on Your own raw data or information.
19. COUNTRY/JURISDICTION-SPECIFIC TERMS
Notwithstanding the other provisions of these Terms, if Your principal place of
business is in (or, if You are an individual, You are a resident of) a country
or jurisdiction identified below, the terms set forth below for such country or
jurisdiction will apply to You:
19.1 UNITED KINGDOM; MEMBER STATES OF THE EUROPEAN UNION AND EUROPEAN ECONOMIC
AREA
(a) If You acquired Your subscription in a Member State of the European Union
or the European Free Trade Association, the applicable “Territory” for such
subscription is all the countries of the European Union and the European Free
Trade Association.
(b) If Your principal place of business is in (or, if You are an individual,
You are resident of) a Member State of the European Union or the European
Economic Area and there are any court proceedings in a Member State between You
and a third party relating to the use of an Offering, (i) You will inform
Autodesk promptly in writing of such court proceedings, and (ii) You will not
serve Autodesk with a third party notice regarding such proceedings unless
Autodesk requests in writing that You do so.
(c) Nothing in these Terms will exclude or restrict (i) Autodesk’s liability
for death or personal injury caused by Autodesk’s negligence or willful
misconduct, (ii) other damages caused to You by Autodesk’s fraud, willful
misconduct or gross negligence, (iii) if applicable, Autodesk’s strict liability
for defects of products under applicable statutory law of a Member State of the
European Union or the European Economic Area (e.g., the German Product Liability
Act), or (iv) any other liability that cannot be excluded or restricted under
applicable law.
(d) The following provisions apply if You are contracting with Autodesk
Ireland Operations Unlimited Company (“Autodesk Ireland”) as a consumer and are
a resident of either the United Kingdom or a country that is a Member State of
the European Union or the European Economic Area. These provisions will control
in case of a conflict with other provisions of these Terms.
(i) Governing Law and Jurisdiction. If you are a consumer resident of the
United Kingdom, these Terms are governed by English law. If you are a consumer
resident of a country that is a Member State of the European Union or European
Economic Area, these Terms are governed by Irish law. Nothing in these Terms
will deprive You of the protections granted to You by the law of the country
where you reside that cannot be derogated from by contract pursuant to the law
of such country. Autodesk Ireland may bring a claim with respect to an Offering
against You only in the courts of the country where You reside, and You have the
right to bring a claim with respect to an Offering against Autodesk Ireland
either in the courts of Ireland or in the courts of the country where You
reside. In any case, You and Autodesk Ireland have the right to bring a
counterclaim in the court in which, in accordance with this provision, the
original claim is pending.
(ii) Assignment. If Autodesk assigns or otherwise transfers these Terms,
Autodesk will notify you of such transfer in advance and ensure that such
transfer does not prejudice Your rights under these Terms. You may terminate
these Terms (including any subscriptions hereunder) within thirty (30) days of
receipt of such notice of transfer, and, if a resident of the United Kingdom,
receive a refund for the prorated portion of any prepaid fees applicable to the
remaining Offering Term of Your affected subscriptions. If You wish to assign or
otherwise transfer these Terms (and your rights and obligations under these
Terms) to another entity, You must deliver written notice to Autodesk requesting
consent to such transfer. Autodesk’s consent to such transfer is subject to (1)
Your demonstration that the transferee will comply with these Terms, (2) Your
agreement to remain responsible for the transferee’s compliance, (3) Your
agreement to no longer access or use any Offerings subject to these Terms, and
(4) any other conditions deemed reasonable by Autodesk.
(iii) Changes to Terms. If Autodesk modifies any of these Terms (whether
needed to comply with applicable law or regulation, or for justified commercial,
technical, security or operational reasons), Autodesk will provide reasonable
notice of such modifications to You in advance of their effective date.
(1) If You are a consumer resident of a Member State of the European Union or
the European Economic Area, You may reject any such modifications (except those
required by law or regulation) by providing notice of rejection via email
(within 30 days of the effective date) to the following email address
Terms.Modification.Rejection@autodesk.com, or in any other manner, specified in
the notice of modification. If you do not provide notice of rejection within
such time period, You are deemed to have consented to any noticed modifications,
unless Your explicit consent is required under the laws applying to You.
(2) If You are a consumer resident of the United Kingdom and do not agree with
such modifications, You may terminate these Terms before the noticed effective
date and receive a refund for the prorated portion of any prepaid fees
applicable to the remaining Offering Term of Your affected subscriptions.
(iv) Changes to Offerings. You acknowledge that Autodesk may change
(including suspend or withdraw) Offerings to which You have subscribed from time
to time, including when needed to comply with applicable law or regulation, for
justified commercial, technical, security, or operational reasons, or to make
any improvements to Your access to and use of the Offerings. For existing
subscriptions, any such changes will be made without additional cost to You, and
Autodesk will provide reasonable advanced notice of any such changes, in a clear
and comprehensible manner, where required under applicable law. If You do not
agree with such changes, You may terminate your subscription to the changed
Offering within 30 days of the later of (1) Your receipt of the notice of
Offering change or (2) the effective date of the change, and You will receive a
pro-rata refund for the unused Offering Term.
(v) Liability of Autodesk. Notwithstanding Section 14.3 (Limitations on
Liability) above and Section 17.12 (Entire Agreement, No Waiver) above, such
sections will not exclude Autodesk’s liability to You for: (1)
misrepresentations in voluntary statements about an Offering made by Autodesk to
You that You rely on in purchasing the Offering; (2) failure to provide
pre-contract information regarding an Offering that Autodesk is required by the
law of the country where You reside to provide to You before purchasing the
Offering; (3) if applicable, Autodesk’s breach of implied terms that cannot be
excluded or restricted under English law (including implied terms relating to
satisfactory quality of, fitness for a particular purpose of, conformance to
pre-contractual information relating to, or Autodesk’s right to supply, digital
content); or (4) if applicable, consequential or indirect losses that cannot be
excluded or restricted under English law.
(vi) Statutory Warranties. You may have statutory warranty rights under
the law applying to You that cannot be excluded or restricted by agreement
between You and Autodesk in advance. Such warranty rights will remain unaffected
by these Terms. Autodesk offers or makes no further implied or statutory
warranties or conditions regarding the Offerings, and explicitly disclaims all
implied warranties and conditions to the maximum extent permitted by applicable
law.
(vii) Consumer Right of Withdrawal. Under applicable law, consumer
residents of a Member State of the European Union or the European Economic Area
have a statutory right to withdraw from their subscription to an Offering within
14 days of its purchase. How this right may apply is explained in Consumer Right
of Withdrawal Information. Please note that Your more favorable rights of return
for refund that Autodesk voluntarily grants You under Section 3 (Return for
Refund) above are not affected by this statutory right of withdrawal.
(e) Contact Us. You may contact Autodesk Ireland by calling +353 1 571 8800,
emailing Autodesk.Ireland.Inquiries@autodesk.com, or writing to Autodesk Ireland
Operations Unlimited Company, 1 Windmill Lane, 2nd Floor, Dublin, Ireland D02
F206.
(f) In addition, notwithstanding any limitations on Territory in these Terms,
these Terms do not limit cross-border access or use (such as access or use in
one Member State of the European Union of Offerings purchased in another Member
State of the European Union) that is expressly authorized by applicable law.
19.2 AUSTRALIA
These Terms form a contract between You and the Autodesk Party set out in
Section 17.4 (Autodesk Party, Governing Law, Dispute Resolution) above which
governs Your access to, and use of, Offerings. However, You may have Additional
Agreements with local Autodesk affiliates, subsidiaries, or their resellers,
distributors, or similar third parties for the purchase of those Offering(s).
The following provisions apply to such purchases by Australian consumers:
(a) The warranty provided in Section 14.1 (Limited Warranty) above is provided
by Autodesk Australia Pty Ltd, or the Autodesk subsidiary or affiliate indicated
on your quote, invoice or Offering Identification. Please use the address and
contact details set out on your quote, invoice or other Offering Identification,
or contact Autodesk Australia Pty Ltd at Level 17, 1 Denison Street, North
Sydney, NSW 2060, Australia (phone: (02) 9844 8000; email:
Autodesk.Australia.Warranty.Claims@autodesk.com), to make a claim under the
warranty provided in Section 14 (Limited Warranty) above. Please have details of
Your Offering, serial number, place of purchase, details of the defect and Your
return contact details prior to contacting us. The warranty provided in Section
14 (Limited Warranty) above is in addition to other rights and remedies you have
at law.
(b) Our goods and services come with guarantees that cannot be excluded under
the Australian Consumer Law. For major failures with the service, you are
entitled:
(i) to cancel your service contract with us; and
(ii) to a refund for the unused portion, or to compensation for its reduced
value.
(c) You are also entitled to choose a refund or replacement for major failures
with goods. If a failure with the goods or a service does not amount to a major
failure, you are entitled to have the failure rectified in a reasonable time. If
this is not done, you are entitled to a refund for the goods and to cancel the
contract for the service and obtain a refund of any unused portion. You are also
entitled to be compensated for any other reasonably foreseeable loss or damage
from a failure in the goods or service.
(d) Autodesk will not be responsible for user error and may refer any such
issues to a supporting reseller, distributor or similar third party, if any. You
may be required to return the Offering to the address we provide to You at the
time, at Your own cost.
(e) DESPITE ANYTHING ELSE IN THESE TERMS, IF ANY OFFERING IS SUBJECT TO THE
MANDATORY WARRANTIES OR GUARANTEES OF THE COMPETITION AND CONSUMER ACT (CTH) OR
OTHER APPLICABLE LAW IN AUSTRALIA (THE “LAW”), AND SUCH LAW PERMITS AUTODESK TO
LIMIT ITS LIABILITY FOR BREACH OF THESE WARRANTIES OR CONDITIONS, THEN
AUTODESK’S LIABILITY FOR BREACH OF ANY SUCH WARRANTY OR GUARANTEE WILL BE
LIMITED, AT AUTODESK’S OPTION, TO THE REPAIR, REPLACEMENT OR REPERFORMANCE (OR
THE COST OF DOING SO) OF THE RELEVANT OFFERING.
19.3 MAINLAND CHINA, HONG KONG, AND MACAU
If You acquired Your subscription in mainland China, the “Territory” for such
subscription is Mainland China. Likewise, if You acquired Your subscription in
Hong Kong, the “Territory” for such subscription is Hong Kong; and if You
acquired Your subscription in Macau, the “Territory” for such subscription is
Macau.
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