Autodesk Platform Services Terms of Service
These Terms apply as of November 7, 2022
Autodesk Platform Services Terms of Service
These Autodesk Platform Services Terms of Service (together with the Additional Terms, the “Terms”) apply to certain Services which allow you to develop software applications or websites that complement, extend or integrate with Autodesk’s platform, services or products. Any capitalized terms used in these Terms which are not otherwise defined herein are defined in Section 14 (Definitions).
1. Acceptance
By accepting these Terms or by accessing or using the Services, You confirm Your acceptance of these Terms and Your agreement to be a party to this binding contract. You agree to these Terms on behalf of the company or other entity (“Entity”) for which You are acting (for example, as an employee or contractor) or, if there is no Entity, on behalf of Yourself as an individual. References to “You” and “Your” in these Terms will refer to both You as an individual and to any Entity for which You are acting. 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. If You do not have the right, authority and capacity to accept these Terms, or You are unwilling to do so, You must not access or use the Services.
2. Account
To access the Services, You will need to create an Autodesk account and Autodesk Platform Services account. You are responsible for all activities that occur under Your account, regardless of whether the activities are undertaken by You or others. For certain Services or features of a Service, Autodesk may require You to obtain and use alphanumeric or cryptographic keys or access tokens that are uniquely associated with Your account or Your Application (“Keys”). You must obtain and use such Keys in accordance with these Terms. You agree that You will not share (or permit anyone else to share) any user ID, passwords or Keys with anyone who is not an Authorized User, will not allow any third party (other than Authorized Users) to access or use Your account and will not do anything else that might jeopardize the security of Your account. Contact Autodesk immediately if You suspect any unauthorized access to or use of Your Keys or Your account, or if any information about Your account or Keys has been lost or stolen.
3. Services Generally
3.1 Provision of Services
Subject to, and conditioned on Your compliance with, these Terms, Autodesk will provide You, during the Service Term, the Services for the sole purpose of developing, testing, integrating, operating and supporting Your Application. You may permit the Services to be accessed and used by Your Authorized Users for the foregoing purposes, provided that such access and use is solely for Your internal business purposes, and in the form made accessible or provided by Autodesk. You are responsible for compliance with these Terms by Your Authorized Users. All references to Your access to and/or use of the Services in these Terms include access to and/or use of the Services by Your Authorized Users. Some Services may cause automatic connection to the internet without additional notice to You, for example, when accessing Third-Party Material located at a third party website.
3.2 Free Services
Autodesk may make available Free Services, subject to Section 3.1 (Provision of Services), any Additional Terms and the then-current applicable usage limits. For clarification purposes, Free Services expressly exclude Trial Versions, which are subject to all of the non-production, non-commercial and other use restrictions set forth in Section 3.3 (Trial Versions Not for Production Use).
3.3 Trial Versions Not for Production Use
Autodesk may make available Trial Versions. Except as expressly set forth in the Additional Terms, any Trial Versions are expressly for non-production, non-commercial use and may be used solely for testing and evaluation purposes and only during the period expressly permitted by Autodesk. As such, any Application using any Trial Versions may not be used for any production use, commercial use, professional use or any other purpose from which You or others derive any material economic benefit (including competitive analysis). Notwithstanding anything contained in these Terms or otherwise, (a) Autodesk makes no warranties of any kind and no commitments with respect to Trial Versions, including any features, functions, service levels or data with respect to Trial Versions, (b) Autodesk may choose not to generally release any Trial Versions as an Autodesk product or service, or convert any Trial Versions into a service offering, and (c) Trial Versions may contain code that is not fully tested, including errors and faults that may cause total data loss or system failure. Autodesk reserves the right, in its sole discretion and without any further notice, to end any Trial Versions at any time. Except as expressly set forth in any Additional Terms for the Trial Versions or as otherwise expressly communicated by Autodesk, the period for the Trial Versions will be limited to ninety (90) days (“Trial Period”). Services provided under Trial Accounts are deemed Trial Versions during the Trial Period, regardless of whether any such Services have been made generally available, and are subject to all of the non-production, non-commercial and other use restrictions and provisions set forth in this Section 3.3. Any use of a generally available Service after the Trial Period ends will be subject to Section 8 (Fees and Taxes) and the licenses set forth in Section 3.1 (Provision of Services) or 3.2 (Free Services), each as applicable.
3.4 Autodesk Content
As part of the Services, Autodesk may make Autodesk Content available to You. Your use of Autodesk Content is subject to, and conditioned on Your compliance with, the license terms provided with or accompanying such Autodesk Content. If no license terms are provided or specified, then subject to, and conditioned on Your compliance with, these Terms, Autodesk grants You, a limited, terminable, revocable, non-transferable, non-assignable, non-sublicensable and non-exclusive license during the Service Term to reproduce, publicly perform, publicly display, prepare derivative works of, make available and distribute portions of such Autodesk Content solely as incorporated in Your Application.
3.5 Third-Party Material
You may have access to Third-Party Material through the Services. The Third-Party Material may be governed by different terms found in such Third-Party Material (e.g., in the “About Box”), in a web page specified by Autodesk or in the Documentation or other Additional Terms for the Services (“Third-Party Terms”). All access to Third-Party Material is governed by the applicable Third-Party Terms and You may be required to agree to separate terms or payment of additional fees. You agree that any access, viewing or use of any Third-Party Material by You is at Your sole risk and that under no circumstances will Autodesk be liable for any loss or damage caused by Your access to, viewing of, use of or reliance on such Third-Party Material. Any dealings between You and any third party in connection with such Third-Party Material, including such third party’s privacy policies, use of personal information, delivery of and payment for goods and services, and any terms associated with such dealings, are solely between You and such third party. Autodesk may modify, suspend or discontinue the availability of any Third-Party Material at any time and for any reason.
3.6 Change, Limit or Discontinue Services
Autodesk may improve, change or discontinue the Services (including features, functions or APIs of the Services) from time to time in its sole discretion. Autodesk will endeavor to provide notice of any material change that, when taken as a whole, has a materially adverse impact on the Services, including any planned discontinuation of the Services; except that Autodesk will have no obligation to provide notice for any changes made (a) for security or legal reasons, or (b) to any Free Services and/or Trial Versions. Autodesk bears no responsibility or liability for any change or discontinuation. Autodesk may release subsequent versions of the Services (including adding or removing functionalities or features or replacing Third-Party Materials with new versions thereof), requiring You to use the most recent version thereof, and/or to make changes to the Services that may not be backwards compatible with Your Applications. You are responsible for ensuring that Your access to and use of the Services is compatible with Autodesk’s then‐current requirements.
3.7 Monitor Usage
Autodesk may monitor Your usage of the Services to verify compliance with these Terms. You will provide Autodesk with any information or material that Autodesk reasonably requests to verify Your compliance with these Terms, including a copy of each of Your Applications and one or more test accounts that will enable Autodesk to access each of Your Applications in its entirety, free of charge. Autodesk may suspend or terminate Your access to the Services (including by Your Authorized Users and/or End Users of Your Applications), Your account, subscription and/or these Terms, if Autodesk determines in its sole discretion that You, Your Authorized Users, Your Application or End Users: (a) have violated these Terms (including, for example, non-payment of fees), (b) pose a security or privacy risk, (c) have inappropriately accessed, used, or disclosed Autodesk Content, (d) have or may threaten or damage the reputation of any Autodesk Party, or (e) are no longer actively using the Services (e.g., if no API calls are made for an extended period of time).
4. Your Content and Feedback
4.1 You Own Your Content
You will retain ownership of Your Content. Autodesk does not claim any ownership rights in Your Content. Accordingly, You are responsible for all of Your Content. You warrant that Your Content does not infringe or misappropriate any rights of any third party and use of Your Content with the Services complies with these Terms and all applicable Laws. Autodesk recommends that You secure and protect Your Content by maintaining copies on Your own computer or local network and using appropriate encryption and security technology to protect Your Content. By creating, submitting, uploading or otherwise making Your Content available to Autodesk and/or others, You acknowledge and agree that You will evaluate and bear all risks associated with Your Content being used with the Services.
4.2 No Storage of Sensitive Personal Data or End User Personal Data
You acknowledge and agree that Autodesk may use third-party service providers in connection with the Services, including the use of cloud computing service providers which may transmit, maintain and store Your Content and data using third-party computers and equipment in locations around the globe. You acknowledge and agree that any data storage functionality associated with the Services is not intended for the storage of any Sensitive Personal Data or End User Personal Data. You will not (and will not permit anyone else to) upload or otherwise submit any Sensitive Personal Data or End User Personal Data in connection with the Service. You also acknowledge and agree that Autodesk will have no responsibility or liability with respect to any such Sensitive Personal Data or End User Personal Data that may be processed, transmitted, disclosed or stored in connection with the Services.
4.3 Use of Your Content
Your access to or use of the Services may require or permit Autodesk to collect or store Your Content (including the Content of End Users). Autodesk personnel will not use Your Content except (a) at Your request, or with Your consent – for example, when providing You support, or addressing a technical issue or other request, (b) in connection with providing and improving the Services (including maintaining, securing, updating and modifying the Services), or (c) in connection with legal obligations, investigations or proceedings. By submitting, uploading or displaying Your Content in or through the Services, You hereby grant to Autodesk, for the sole purposes of providing and improving the Services (including maintaining, securing, updating and modifying the Services) or otherwise in accordance with these Terms, a worldwide, royalty-free and non-exclusive license to access, use, reproduce, adapt, modify, publicly perform, publicly display, prepare derivative works of, make available and distribute Your Content through the Service. You represent and warrant to Autodesk that You have all the rights, power and authority necessary to grant the licenses and rights set forth in these Terms, including from Authorized Users, End Users or other third parties, if applicable.
4.4 Collaboration and Sharing
Some Services may permit You to collaborate, publish or otherwise share Your information or Your Content, with third parties. If You so choose to share Your information or Your Content with any third party, Autodesk may make available Your information or Your Content to such third party; Autodesk will, however, have no responsibility or liability for the actions of such third party, and all governing terms and conditions, including those regarding privacy, are between You and such third party. Once You share or publish Your Content, suspending or terminating access will not delete or inhibit access to any of Your information or Your Content that was earlier copied, transferred or otherwise 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 Services.
4.5 Deleting Your Content
If You delete Your Content from the Services, You understand it may persist in backup and archival copies, and Metrics may persist in metering systems and logs. Autodesk has the right (but not the obligation) to delete inactive accounts or purge related content without further notice.
4.6 Feedback
From time to time Autodesk may request Your Feedback to improve the Services. If You provide Autodesk with Feedback, then such Feedback may be utilized by Autodesk without any limitation or obligation to You. Do not include any confidential or proprietary information in any Feedback.
5. Use of the Services
5.1 Compliance with Laws
You will comply with all applicable Laws with respect to Your access to and use of the Services.
5.2 Privacy Statement
Autodesk is committed to protecting Your privacy and letting You know what Autodesk will do with Your Personal Data. Autodesk’s Privacy Statement (the current version of which is available here) sets forth (a) how Autodesk may collect, use, store and process Your Personal Data submitted to or collected by Autodesk in connection with Your access to and use of the Services, and (b) how You may request access to or deletion of Your Personal Data or exercise other privacy rights. You acknowledge that You have read and understand the Privacy Statement.
5.3 No Use by Competitors
Except with Autodesk’s prior written consent, You may not access or use the Services if You are a competitor of Autodesk.
5.4 Restrictions on Use
Except as expressly permitted in these Terms, You must not (nor permit anyone else to): (a) sublicense, sell, resell, transfer, assign, rent, loan, lease, distribute or otherwise commercially exploit or make available to any third party the Services, the Autodesk Content, or any rights granted in these Terms in any way; (b) create an Application that functions substantially the same as the Services or any part of the Services and/or offer it for use by third parties; (c) access or use the Services or the Autodesk Content for the purpose of building or providing a competitive product or service, as determined by Autodesk in its sole discretion; (d) decompile, disassemble or otherwise reverse engineer the Services or the Autodesk Content, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Services or the Autodesk Content; (e) perform any action that introduces any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code; (f) take any action that Autodesk determines imposes an unreasonably or disproportionately large burden on Autodesk's (or its designated third parties') infrastructure, including the Services; (g) bypass, delete or manipulate any metering or technical limitations of the Services or the Autodesk Content; (h) use the Services or the Autodesk Content for any unlawful or unethical purpose; and/or (i) remove, obscure or alter any proprietary notices or links to proprietary notices or terms applicable to the Services or the Autodesk Content, or attempt to do any of the foregoing (a) through (i).
The Pricing Schedule may contain additional restrictions or limits. Notwithstanding anything to the contrary in these Terms or the Pricing Schedule, Autodesk may at any time impose or adjust the capacity limits on the Services for any API, during any individual session or in the aggregate, and the Services may not be available in certain geographical areas or languages.
6. Your Application and End Users
6.1 Additional Value
Your Application must add significant functionality to the Services and may neither (a) offer merely the Services, Autodesk Content or any portion thereof, or (b) expose any API or Autodesk Content to any third party, or (c) be a re-implementation or duplication of the Services or Autodesk Content. Any of the Service’s capabilities to translate from one file format to another is offered to You as an incidental part of the Services as a whole, and must only be deployed as an incidental part of the Services used by Your Application. Your Application may not use any part of the Services (i) to provide an automated translation service to You, Your End Users or any third party, or (ii) where a substantial portion of the value of the Application is to provide translation from one file format to another.
6.2 Developing and Supporting Your Application
You are solely responsible for Your Applications and all aspects of Your Applications (such as any service or functionality offered through Your Applications) including (a) for all development, hosting, support, maintenance and warranties relating to Your Applications, (b) the marketing, sale, distribution, access, installation, use and support of Your Application by End Users, and (c) all related costs, expenses, losses, liabilities and Claims. You are solely responsible for establishing Your own rules for access to and use of Your Application by End Users and other third parties, and for administering Your Application (including establishing pricing for Your End Users). You acknowledge and agree that (i) Autodesk will not provide or be required to provide any technical or other support services to You (including Your Authorized Users) or any End User and (ii) Autodesk is not responsible in any way whatsoever for any dispute related to Your Application or its use or the use of the Services or any Content that may arise between or among You, Your Authorized Users, any End User and/or any other third party.
6.3 Security Measures
You are solely responsible for ensuring that Your Application and related data processing activities adequately protect the confidentiality and security of each End User’s data. You will take all reasonable security measures to ensure the security of Your Application and prevent the interception of any data transmitted to and from Your Application or the Service consistent with industry standards. You will immediately notify Autodesk of any Security Incident that You discover or suspect in connection with Your Application, the Services, or any related data. Without limiting any of Your other obligations under these Terms, You will be solely responsible, at Your own cost and expense, for the investigation, remediation and notification to any affected End Users and regulatory authorities in accordance with applicable Laws and industry standards. If a notification to an End User refers, either directly or indirectly, to Autodesk, You must (to the extent not prohibited by applicable Law) obtain Autodesk’s written approval prior to sending such notification. You will not include (or permit to be included), in or in connection with Your Application, any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code.
6.4 Compliance with Laws
You will comply with all applicable Laws related to each Application, including the development, marketing, sale, distribution, use, hosting and support of Your Application. You acknowledge and agree that You are responsible for compliance with all applicable privacy and data protection Laws related to the Personal Data of any persons who may use Your Application or who may otherwise have access to or use of the Services through You (including Your End Users). Pursuant to applicable Laws, You will provide notices and obtain any necessary rights, permissions and consents from each End User for the collection, use, processing and storage of such End User’s data to the extent required by applicable Laws, and Your Application will reasonably allow each End User to export their content and data to other services or applications of their choice. Upon Autodesk’s request, You will promptly provide to Autodesk copies of any regulatory approvals or other approvals relating to Your Application. You will not seek any regulatory permissions or make any determinations that may result in Autodesk or the Services (or any part thereof) being deemed regulated or that may impose any obligations or limitations on Autodesk.
6.5 End User Agreement
If You or Your Authorized Users develop an Application for use by End Users, You will require Your End Users to comply with all applicable Laws and any restrictions or limitations set forth in these Terms. You will enter into a legally binding agreement with each of Your End Users for Your Application that explicitly states that, by accessing or using Your Application, each End User agrees: (a) to be bound by an acceptable use policy (or similar list of restrictions on use) that is at least as restrictive as Autodesk’s Acceptable Use Policy and as otherwise set forth in these Terms, (b) that such End User is solely responsible for any content and data that the End User inputs in connection with the End User’s access to or use of Your Application, and (c) that, to the maximum extent permitted by law, You provide the Services “AS IS” and disclaim all warranties and conditions to the same extent that Autodesk disclaims all warranties and conditions to You as set forth in Sections 11.1 (Warranty Disclaimer), 11.2 (Functionality Limitations) and 11.3 (Hazardous Activities Disclaimer). No Autodesk Party will be responsible for, nor will any Autodesk Party have any liability whatsoever in connection with, Your end user agreement or any breach of it by You or an End User. Furthermore, You will protect the privacy rights of Your End Users by having and abiding by an appropriate privacy policy for Your Application. You will make available to End Users a link to Your privacy policy and access to the text of such privacy policy from within a readily accessible location within Your Application. In particular, if Your Application enables You or any party to gain access to data about End Users, including Personal Data (such as user names), Your privacy policy must clearly and accurately describe what user information You collect and how You use and share such information with others, including Autodesk and its suppliers (third parties that provide services to or for Autodesk).
7. Autodesk Trademarks
7.1 Use of Autodesk Trademarks
(a) Autodesk may permit and/or require certain Autodesk Trademarks be featured in Your Application or in marketing or promotion of Your Application, including use of Autodesk Trademarks in a referential phrase to accurately describe that Your Application uses (or is ‘for use with’ or ‘integrates with’ or other accurate descriptor) the Services (or other Autodesk product or service, as applicable). When using Autodesk Trademarks, You will comply with Autodesk’s trademark guidelines for use and other requirements communicated by Autodesk from time to time. Subject to Your compliance with all such applicable use requirements, Autodesk hereby grants to You, under Autodesk’s intellectual property rights in and to Autodesk Trademarks that Autodesk may make available to You, a limited, revocable, non-transferable, non-assignable, non-sublicensable, and non-exclusive license during the Service Term to use such Autodesk Trademarks solely in connection with Your Application. Except as otherwise permitted or required by Autodesk, You may not indicate that Your Application is “Powered by Autodesk” or similar phrasing.
(b) Requirements and Restrictions
(i) No Removal or Modification of Autodesk Trademarks. If any Autodesk Trademark appears on any aspect of the Services (e.g., in the load screen and/or screen footer), You may not remove or modify it without Autodesk’s permission and You agree not to obscure or distort such Autodesk Trademark.
(ii) Quality of Application. To maintain the distinctiveness and goodwill of the Services, You will ensure that Your Application is in compliance with applicable Laws, including as set forth in Section 6.4 (Compliance with Laws), and performs in a manner consistent with the highest applicable industry standards and with any quality standards, specifications, and other requirements communicated by Autodesk.
(iii) No Other Use. You may not use the Autodesk Trademark in any manner except as that Autodesk Trademark has been implemented by Autodesk in the Services.
7.2 Inure to Autodesk’s Benefit; No Challenges
All use by You of any Autodesk Trademark will inure to the benefit of Autodesk. To the maximum extent permitted by applicable Law, at any time during or after the Service Term, You will not: (a) challenge, contest or oppose, nor assist others to challenge, contest or oppose, Autodesk’s ownership of and rights in any Autodesk Trademark or their registrations; (b) use or register, or attempt to register, any Autodesk Trademark (including domain names incorporating elements of the same) or any trademarks, service marks, trade names, domain names, or other indicators that are confusingly similar to Autodesk Trademark in any way (including sound, appearance and spelling); or (c) misappropriate any Autodesk Trademark for Your or any third party’s use.
7.3 Review of Marketing Material
If requested by Autodesk, You will promptly provide for Autodesk’s review copies of all marketing and promotional material that use Autodesk Trademarks or that relate to the Application. If Autodesk, in its sole discretion, determines that Your use of any Autodesk Trademark is not in compliance with these Terms, You will promptly change or stop using the material as directed by Autodesk.
7.4 Revocation or Termination of Rights
Autodesk may revoke Your right to use any Autodesk Trademark, if Your use of such any Autodesk Trademark does not comply with the applicable requirements of these Terms. Effective upon the termination or expiration of the Service Term, You must cease all usage of any Autodesk Trademark.
8. Fees and Taxes
8.1 Fees
You agree to pay any fees for the Services pursuant to the then-current Pricing Schedule. Any taxes or duties that may be levied on the purchase shall be Your responsibility. If You exceed any applicable quotas or other limits on the usage of any Services as set forth in the Pricing Schedule, Autodesk may, in its sole discretion: (a) suspend and/or terminate Your access to and use of certain Services and/or Your account, until such time that the applicable amounts have been paid or Consumption Credit balance has been replenished, each as applicable, or (b) permit You to temporarily continue to access or use certain Services, subject to the applicable fees; provided, that Autodesk reserves the right at any time and in its sole discretion, to impose fees (including, amounts applicable to such excess usage) as a pre-condition to any continued access to or use of Services or other Autodesk Material.
8.2 Autodesk May Change Fees
The Pricing Schedule and fees are subject to change. For example, Autodesk may reclassify a Free Service to a paid Service or vice versa, or change the pricing methodology applicable to a Service or the rate of Consumption Credits required to use a Service. Any such change will be effective upon notice (including posting on the Site) of the modified pricing by Autodesk, provided, however that if You are in a country where subscriptions are available, any such change will not affect any pre-paid subscription fees for the duration of such subscription (but excluding any renewal periods).
9. Proprietary Material
9.1 Services and other Autodesk Material
As between You and Autodesk, Autodesk and its licensors own all rights, title and interest (including patents, copyrights, trademarks, trade secrets and other intellectual property rights) in and to the Services and other Autodesk Material. All rights not expressly granted to You under these Terms are reserved by Autodesk and/or its licensors, and You acknowledge and agree that You do not have (and will not assert) any licenses or other rights (implied or otherwise) except as expressly set forth in these Terms.
9.2 Protection of Autodesk Material
The structure, organization, and source code of the Services constitute valuable trade secrets and proprietary and confidential information of Autodesk. Furthermore, through the use of the Services, certain Autodesk Material that is labelled confidential or proprietary (including all APIs and API Information) may be disclosed to You or Your Authorized Users. You may not disclose any such proprietary or confidential information to any third parties, including any End Users.
9.3 Covenant Not to Sue
Notwithstanding anything to the contrary in these Terms, You covenant that You will not make or assert any claim, or bring suit asserting patent rights, against Autodesk that relate in any way to any Autodesk Material.
10. Term and Termination
10.1 Term
These Terms will become effective on the Effective Date and continue in effect until the first to occur of: (a) the termination of Your account, or (b) the discontinuation of the Services by Autodesk or (c) the date these Terms are terminated in accordance with Section 10 (Term and Termination) or as elsewhere set forth in these Terms (“Service Term”).
10.2 Termination and Other Remedies for Breach
Autodesk and You each have the right to terminate these Terms if the other party is in breach of the Terms and fails to cure such breach within ten (10) days after written notice of the breach. In addition, if You fail to make a payment to Autodesk (or a distributor or reseller authorized directly or indirectly by Autodesk), cease using Your account or otherwise fail to comply with the provisions of these Terms or Additional Terms relating to any such Services, Autodesk may, as an alternative to termination and in its sole discretion, (a) downgrade or modify Your existing subscription, payment or service plan (including downgrading You to a Trial or free plan), (b) suspend access to the Services (including by You, Your Authorized Users’, End Users’ and/or Your Application’s), and/or (c) suspend other Autodesk obligations or Your rights under these Terms.
10.3 Other Termination Rights
Autodesk may terminate these Terms or Your (including Your Authorized Users’, End Users’ or Your Application’s) access to the Services or Your account if You become subject to bankruptcy proceedings, become insolvent, or make an arrangement with Your creditors. These Terms will terminate automatically without further notice or action by Autodesk if You go into liquidation. Autodesk may also terminate or modify these Terms, and/or terminate Your (including Authorized Users’, End Users’ or Your Application’s) access to the Services and Your account if the continued provision of the Services to You, Your Authorized Users, or Your End Users is prohibited by applicable Law or as otherwise required by applicable Law.
10.4 Termination of Free Services
For all Free Services, Autodesk may terminate Your (including Your Authorized Users’, End Users’ or Your Application’s) access to the Services at any time, and either Autodesk or You may terminate these Terms, at any time, with or without cause, effective upon notice of termination. It is Your responsibility to retain copies of Your Content at all times. Autodesk is not responsible for storing any of Your Content created, submitted, uploaded, or made available to Autodesk in connection with the use of any Free Services, and Autodesk may delete any such Content, and all backups thereof, in its sole discretion at any time without notice. Autodesk will not be liable for any loss or damage which may be incurred by You or any third parties as a result of deleting any of Your Content in connection with the use of any Free Services.
10.5 Effect of Termination
Upon termination of these Terms for any reason, You, Your Applications, Your Authorized Users, and End Users must immediately (a) cease accessing or using the Services and Autodesk Material, (b) destroy all copies of the foregoing that may be in Your (including Your Authorized Users’) possession, custody or control, and (c) remove all API Sample Code and API Information (including any code that is based on or uses the API Information or implements the APIs for the Services) from all of Your software and other materials (including any Application).
10.6 Effect of Termination on Your Content
Upon termination of any paid subscription to the Services, for any reason, Autodesk will have the right to immediately deactivate Your account(s) and suspend access to Your Content and, following the Content Retrieval Period, may delete, without notice, Your Content, if any, and all backups thereof, and Autodesk will not be liable for any loss or damage which may be incurred by You or any third parties as a result of such deletion. Upon request within thirty (30) days after the end of the Service Term (“Content Retrieval Period”), and provided You have paid all amounts due in connection with the Services, Autodesk will grant You limited access to the Services for the sole purpose of allowing You to retrieve Your available Content.
10.7 Survival
The following provisions of these Terms will survive expiration or termination and continue to apply indefinitely: Sections 3.6 (Change, Limit, or Discontinue Services), 4 (Your Content and Feedback), 5 (Use of the Services), 6.5 (End User Agreement), 7.2 (Inure to Autodesk’s Benefit; No Challenges), 8 (Fees and Taxes), 9 (Proprietary Material), 10 (Term and Termination), 11 (Warranty Disclaimers; Limitations of Liabilities), 12 (Indemnification), 13 (General Legal Terms), and 14 (Definitions).
11. Warranty Disclaimers; Limitations of Liabilities
11.1 Warranty Disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AUTODESK MATERIAL IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AUTODESK PARTIES MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND TO ANY PARTY, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) OR STATUTORY, WITH RESPECT TO THE AUTODESK MATERIAL, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. YOUR USE OF THE AUTODESK MATERIAL IS AT YOUR OWN DISCRETION AND RISK. THE AUTODESK PARTIES DO NOT WARRANT THAT: ANY USE OF OR ACCESS TO THE AUTODESK MATERIAL WILL BE ERROR-FREE, COMPLETE OR SECURE, OR WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OPERATION OR AVAILABILITY WILL BE UNINTERRUPTED; ERRORS OR FAILURES WILL BE CORRECTED OR REMEDIED; OR YOUR CONTENT AND/OR DATA WILL BE EITHER STORED OR DELETED, OR WILL NOT BE OTHERWISE LOST OR DAMAGED. THE AUTODESK PARTIES DO NOT WARRANT THAT THE AUTODESK MATERIAL WILL PERFORM IN ANY PARTICULAR MANNER. WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR (AND THE AUTODESK PARTIES ASSUME NO RESPONSIBILITY AND WILL HAVE NO LIABILITY OF ANY KIND FOR) (1) THE DECISIONS THAT YOU MAY MAKE REGARDING THE AUTODESK MATERIAL; (2) USE OF THE AUTODESK MATERIAL INCLUDING ANY CONTENT, DATA, INFORMATION OR OTHER MATERIAL ACCESSED BY YOU (INCLUDING YOUR AUTHORIZED USERS) OR YOUR END USERS IN CONNECTION WITH THE SERVICES INCLUDING IMPACT TO YOUR COMPUTER SYSTEM OR LOSS OF DATA; OR (3) ANY EFFECTS ON YOUR BUSINESS THAT MAY RESULT FROM SUCH USE. THE AUTODESK PARTIES DO NOT REPRESENT OR WARRANT THAT THE AUTODESK MATERIAL IS OR WILL BE APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR GEOGRAPHIC AREA, JURISDICTION OR LANGUAGE. THIS SECTION WILL BE ENFORCEABLE TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. NO INFORMATION OR ADVICE (WHETHER WRITTEN, ORAL OR OTHERWISE) PROVIDED BY THE AUTODESK PARTIES OR THEIR REPRESENTATIVES WILL CREATE ANY WARRANTY OR IN ANY WAY AFFECT THE DISCLAIMERS OF WARRANTIES OR LIMITATIONS OF LIABILITY EXPRESSLY PROVIDED IN THESE TERMS.
11.2 Functionality Limitations
THE AUTODESK MATERIAL OFFERED BY AUTODESK ARE NOT A SUBSTITUTE FOR YOUR OWN JUDGMENT (INCLUDING PROFESSIONAL JUDGMENT) OR INDEPENDENT TESTING, DESIGN, ESTIMATION OR ANALYSIS, AS APPLICABLE. DUE TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE AUTODESK MATERIAL, THE AUTODESK MATERIAL HAVE NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH THEY MAY BE USED AND MAY NOT ACHIEVE THE RESULTS YOU DESIRE. THE AUTODESK PARTIES WILL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY RESULTS OR OUTPUT OBTAINED OR OTHERWISE VIEWED THROUGH THE SERVICES (INCLUDING, IF APPLICABLE, AUGMENTED REALITY OR VIRTUAL REALITY FUNCTIONALITY) OR ANY MATERIALS DEVELOPED BY YOU IN CONNECTION WITH THE SERVICES. YOU ARE RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT AND CONTROL AND USE OF THE AUTODESK MATERIAL AND YOUR APPLICATIONS. THIS RESPONSIBILITY INCLUDES THE DETERMINATION OF APPROPRIATE USES FOR THE AUTODESK MATERIAL AND THE SELECTION OF THE AUTODESK MATERIAL AND OTHER PROGRAMS TO ACHIEVE YOUR INTENDED RESULTS. YOU ARE RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY, ACCURACY AND COMPLETENESS OF SERVICE RESULTS, OUTPUT OR MATERIALS DEVELOPED BY YOU IN CONNECTION WITH AUTODESK MATERIAL (IF ANY), INCLUDING ALL ITEMS VIEWED OR DESIGNED USING ANY AUTODESK MATERIAL. THERE ARE NO SERVICE LEVEL AGREEMENTS MADE IN CONNECTION WITH THE SERVICES.
11.3 Hazardous Activities Disclaimer
THE AUTODESK MATERIAL IS NOT FAULT TOLERANT AND IS NOT SUITABLE FOR USE IN HAZARDOUS ACTIVITIES. YOU REPRESENT AND WARRANT THAT YOU WILL NOT USE ANY AUTODESK MATERIAL FOR HAZARDOUS ACTIVITIES, AND YOU ACKNOWLEDGE THAT THE AUTODESK PARTIES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HAZARDOUS ACTIVITIES AND WILL HAVE NO LIABILITY FOR ANY USE OF AUTODESK MATERIAL IN CONNECTION WITH HAZARDOUS ACTIVITIES. YOU WILL INDEMNIFY AND HOLD HARMLESS THE AUTODESK PARTIES FROM ANY DAMAGES, LOSSES, OR LIABILITIES RESULTING FROM YOUR USE (OR THE USE BY A THIRD PARTY PERMITTED BY YOU) OF ANY AUTODESK MATERIAL IN CONNECTION WITH HAZARDOUS ACTIVITIES.
11.4 Limitations 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 ANY AUTODESK PARTY BE LIABLE UNDER THESE TERMS FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES OF ANY KIND WHATSOEVER (HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), OR ANY 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; AND (B) THE TOTAL CUMULATIVE LIABILITY TO YOU, AND THE TOTAL CUMULATIVE COLLECTIVE LIABILITY OF THE AUTODESK PARTIES, FOR ALL COSTS, LOSSES OR DAMAGES FROM ALL CLAIMS, ACTIONS OR SUITS, HOWEVER CAUSED, ARISING FROM OR RELATING TO THESE TERMS OR THE SUBJECT MATTER HEREOF WILL NOT EXCEED THE GREATER OF (i) ALL AMOUNTS PAID OR DUE FROM YOU FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM (NO MATTER WHEN PAYMENTS WERE ACTUALLY MADE), OR (ii) ONE HUNDRED DOLLARS ($100). You agree that You are solely responsible for (and that the Autodesk Parties have no responsibility to You or to any third party for) any acts and omissions of (including any failure to comply with these Terms by) Your Authorized Users or Your End Users and for the consequences of any such acts and omissions (including any loss or damage that the Autodesk Parties may suffer).
11.5 Basis of the Bargain
You and Autodesk acknowledge and agree that the warranty disclaimers, limitations of liability, and indemnities in these Terms are a fundamental basis of the bargain between You and Autodesk, and are a material part of the consideration received by Autodesk for the provision of the Autodesk Material and rights granted under these Terms, and Autodesk would not have entered into these Terms, or provided the Autodesk Material or rights, in the absence of such warranty disclaimers, limitations of liability and indemnities.
12. Indemnification
You will, at Your sole expense and to the maximum extent permitted by Law, indemnify and hold harmless (and, at Autodesk's request, defend) the Autodesk Parties against any and all losses, liabilities and expenses (including reasonable attorneys' fees) suffered or incurred by the Autodesk Parties by reason of any Claim arising out of or relating to (a) Your Application or Your Content, including any assertion that Your Application or Your Content or the use of either or both (i) infringes any copyright, trademark or other intellectual property right of any individual or entity, (ii) misappropriates any individual or entity's trade secret, (iii) violates the privacy or publicity rights of any individual or entity or fails to comply with the privacy or data protection Laws, (iv) results in a security breach, including any Security Incident or violation of Section 6.5 (End User Agreement), (v)contains any libelous, defamatory, disparaging, pornographic or obscene material, (vi) infringes or violates any other rights of any individual or entity, or (vii) causes death or bodily injury or damage to the real or tangible property of any third party; (b) any breach of, or failure by You (including Your Authorized Users or Your End Users) to comply with, these Terms or applicable Laws; or (c) access to or use of the Autodesk Material by or through You, Your Authorized Users and/or Your End Users (whether or not such access is authorized by You or by Autodesk). Whether or not Autodesk asks You to defend a Claim, You will not agree to any settlement without the prior written consent of Autodesk. If Autodesk asks You to defend a Claim, Autodesk will have the right to participate in the defense of the Claim with counsel of its own choosing. Notwithstanding the foregoing, You will have no obligation to indemnify and hold harmless the Autodesk Parties against any losses or liabilities suffered or incurred by the Autodesk Parties to the extent, as determined by a court of competent jurisdiction, that (i) the Services as provided by Autodesk infringe a copyright or patent or misappropriates a trade secret of any third party, or (ii) the name of the Services infringes a trademark of a third party.
13. General Legal Terms
13.1 Terms May Change
Autodesk may modify these Terms at any time. Autodesk will provide notice of those modifications in a manner deemed reasonable by Autodesk (including posting on the Site or via email to Your registered email address). Autodesk may also make modifications to any Additional Terms in accordance with the terms of such documents. If any modification is unacceptable to You and You do not wish to continue using the Services under the updated Terms, You must immediately cease accessing and using the Services and terminate these Terms in accordance with Section 10 (Term and Termination). If You continue to access or use any Services following any notice of modification to these Terms, You will be deemed to have accepted the modified Terms. You can determine when these Terms were last modified by referring to the revision date of these Terms.
13.2 Autodesk Party, Governing Law, Jurisdiction and Dispute Resolution
Depending on where Your principal place of business is (or, if You are an individual, where You are a resident), these Terms are between You and the Autodesk entity 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, claim or controversy 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 and 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.
Your principal place of business (or, if You are an individual, the place of Your residency) |
Reference to “Autodesk Party” in this Section 13.2 means the following Autodesk entity: |
Governing law is: |
Exclusive jurisdiction/forum for dispute resolution: |
United States |
Autodesk, Inc., a Delaware corporation |
(i) State of California, and (ii) to the extent controlling, federal laws of the United States |
United States District Court for the Northern District of California in San Francisco |
Mainland China, Hong Kong and Macau |
Autodesk, Inc., a Delaware corporation |
Hong Kong |
Arbitration before three arbitrators in Hong Kong administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC administered arbitration rules in force when the notice of arbitration is submitted |
Europe, the Middle East or Africa |
Autodesk Ireland Operations Unlimited Company, an Irish company |
Ireland |
Courts of Ireland |
Asia, Oceania or the Asia-Pacific region, other than Mainland China, Hong Kong and Macau. |
Autodesk, Inc., a Delaware corporation |
Singapore |
Courts of Singapore |
Worldwide unless in a country or region described above |
Autodesk, Inc., a Delaware corporation |
(i) State of California, and (ii) to the extent controlling, federal laws of the United States |
United States District Court for the Northern District of California in San Francisco |
If You have any dispute with respect to any Autodesk Material or otherwise arising from or relating to these Terms (including any Additional Agreement or any other applicable terms), You will first seek to resolve the dispute informally with the Autodesk Party as set forth above by providing notice of the dispute (including a description of the dispute and related documentation) in the manner described below for Notices and cooperating with the Autodesk Party to try to address the matter amicably. If the dispute is not resolved within 30 days from receipt of the notice, either You or the Autodesk Party may file a formal claim in the forum for dispute resolution described above (depending on Your principal place of business or, if You are an individual, Your place of residence). Notwithstanding the foregoing, Autodesk may apply for injunctive relief and other equitable remedies (or their equivalent) in any jurisdiction or forum.
13.3 Export
Your use of the Services must comply with all applicable Export Control Laws. You must not access or use the Services from within a U.S.-sanctioned location or if You appear on any U.S. government or other applicable government restricted parties list. You will not use the Services in connection with a restricted end use, such as work on nuclear/chemical/biological weapons or missile systems capable of delivering them, without first obtaining any required government approvals. You will not use the Services in connection with technical data that is controlled under the International Traffic in Arms Regulations (“ITAR”), any of its foreign counterparts, or any national security laws or regulations. You will not use the Services to upload or transmit any content or materials that cannot legally be exported to the United States or to disclose, transfer, download, export or re-export, directly or indirectly, Your Content, Autodesk Material or any other content or material to any country, entity or other party that is ineligible to receive such items under the Export Control Laws or other applicable law or regulation.
13.4 DMCA
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Autodesk's Copyright Agent by email at CopyrightAgent@autodesk.com. For directions and more information about how to submit a claimed copyright notification, click the following link: Copyright Information at https://www.autodesk.com/company/legal-notices-trademarks/copyright-information
13.5 Relationship
The parties' relationship to each other under these Terms is strictly that of independent contractors and nothing in these Terms will in any way constitute or be construed as evidence of intent to establish any association, partnership, joint venture, or other relationship. Each party will be responsible for covering its costs and expenses in performing its duties and exercising its rights under these Terms, unless expressly provided otherwise in these Terms.
13.6 Severability
If for any reason a court of competent jurisdiction finds any provision of these Terms, or any portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of these Terms and the remainder of these Terms will continue in full force and effect.
13.7 No Waivers
A party may only waive its rights under these Terms by a written document executed by both parties. Any failure to enforce any provision of these Terms will not constitute a waiver thereof or of any other provision hereof.
13.8 Assignment
You may not assign or transfer (by operation of law or otherwise) any of Your rights or obligations under these Terms without Autodesk’s prior written consent. Autodesk may freely assign or transfer any of its rights or obligations under these Terms. Any unauthorized assignment or transfer will be null and void.
13.9 Notices
Any notices by You to Autodesk will be sent by postal mail or delivery service to Autodesk, Inc., One Market Street, Landmark Tower, San Francisco, California 94105, USA, Attention: General Counsel. Such notices will be effective when received by Autodesk.
Notices from Autodesk to You may be provided (i) by email to the registered email address associated with Your account, (ii) by posting to Your account, (iii) by posting within the Services (for example, through a notification function or sign-in notification) or Site, (iv) by postal mail or delivery service to the address associated with Your account, or (v) in any other manner deemed reasonable by Autodesk that involves specific notification to You. Notices from Autodesk to You will, (a) in the case of notices by email, be effective one (1) day after being sent, and (b) in the case of other notices, five (5) days after being posted or sent. You must ensure that Your email address is current and that You do not filter out any such messages. You hereby agree to service of process being effected on You by registered mail sent to Your last address known by Autodesk, if so permitted by applicable Law.
13.10 Electronic Communications
When Autodesk sends emails to You, Autodesk is communicating with You electronically. For contractual purposes, You consent to receive communications electronically from Autodesk and You agree that all agreements, notices, disclosures and other communications that Autodesk provides to You electronically satisfy any legal requirement that such communications be in writing. This condition does not affect Your statutory rights.
13.11 US Government
For U.S. Government procurements, the Services constitute or include software and are deemed to be commercial computer software as defined in FAR 12.212 and subject to restricted rights as defined in FAR Section 52.227-19 “Commercial Computer Software - Restricted Rights” and DFARS 227.7202, “Rights in Commercial Computer Software or Commercial Computer Software Documentation,” as applicable, and any successor regulations. Any use, modification, reproduction release, performance, display or disclosure of the Software by the U.S. Government will be solely in accordance with license rights, restrictions and other terms set forth these Terms (including any Additional Terms).
13.12 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, flood, sanctions, embargoes, strikes, lockouts or other labor disturbances, civil unrest, failure, unavailability or delay of suppliers or licensors, riots, terrorist or other malicious or criminal acts, war, epidemics, pandemics or other spread of disease, failure or interruption of the Internet or third-party Internet connection(s) or infrastructure, power failures, acts of civil and military authorities, severe weather, and changes in applicable Law or other circumstances that would make the provision of any Services illegal or economically unfeasible. 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.
13.13 Entire Agreement
These Terms (including the Additional Terms) contain the entire agreement between You and Autodesk (and merge and supersede all prior or contemporaneous communications, discussions, proposals, agreements, representations, warranties, advertising or understandings whether electronic, oral or written) with respect to the subject matter hereof. These Terms may be amended only as expressly set forth in these Terms (including, with respect to the Additional Terms, as set forth in such Additional Terms). If there is any conflict between these Terms and any Additional Terms, with respect to the Services, the following order of precedence will govern: the Acceptable Use Policy, Special Terms, these Terms and any other Additional Terms.
13.14 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. 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. Any reference in these Terms to “days” are to calendar days unless otherwise specified. The section headings used in these Terms are for ease of reference only and will not be used to interpret the meaning of any provision or given any substantive effect. When used in these Terms, “include” or “including” and “for example” or “e.g.” are not limiting or exclusive and will be deemed followed by “without limitation,” whether or not such language is included. Unless the context or construction otherwise requires, all words applied in the plural will be deemed to have been used in the singular, and vice versa. 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.
14. Definitions
14.1 “Acceptable Use Policy” means the Acceptable Use Policy located on the Site, as it may be modified from time to time in Autodesk’s sole discretion.
14.2 “Additional Terms” means all guidelines, rules, policies, and terms and conditions applicable to the Services, or a particular API within the Services, that may be posted by or on behalf of Autodesk on the Site, in the Documentation, on the Service offering or otherwise communicated by or on behalf of Autodesk to You from time to time, including the Acceptable Use Policy, any Special Terms, any applicable third-party terms and the Pricing Schedule. All Additional Terms, including those referenced through a hyperlink in these Terms, as they may be amended from time to time by Autodesk, are incorporated into these Terms by reference.
14.3 “API” means an application programming interface for an Autodesk service or software program (e.g., the requirements for accessing or directing the functions of the service or software program), including a software development kit or SDK.
14.4 “API Information” means the API information provided by Autodesk to You or other users of the Services that specifies the requirements for interfacing to (e.g., accessing or directing the functions of) the Services or software included in or used to provide the Services.
14.5 “API Sample Code” means code that demonstrates how to use the API and is expressly designated by Autodesk as eligible to be used for the purposes of developing an Application.
14.6 “Application” means Your software application or website that uses the Services to complement, extend or integrate with the Autodesk platform, services or products. To constitute an Application, Your software application or website must add significant functionality to the Services and not merely serve as a basis for using the functionality of the Services.
14.7 “Authorized Users” means Your individual employees, consultants, contractors and agents who access and use the Services on Your behalf.
14.8 “Autodesk” means the Autodesk entity set forth in Section 13.2 (Autodesk Party, Governing Law, Jurisdiction and Dispute Resolution), together with its subsidiaries and other affiliates.
14.9 “Autodesk Content” means API Sample Code, API Information, Documentation, interfaces, tools, libraries, scripts, source code (e.g., JavaScript code) and other Content that Autodesk may make available as part of the Services.
14.10 “Autodesk Material” means the Services, Autodesk Content, Site, Autodesk Trademarks, APIs, Metrics and any other content, data or material provided or used in connection with, or generated by, the Services, together with any related intellectual property rights.
14.11 “Autodesk Party” or “Autodesk Parties” means Autodesk, each of its licensors and suppliers, and the respective officers, directors, employees and other agents of Autodesk and such licensors and suppliers.
14.12 “Autodesk Trademark(s)” means the trade names, trademarks, service marks (including logos), domain names, product names and other distinctive brand features of Autodesk that may be made available to You by Autodesk in connection with the Services.
14.13 “Claim” means any legal claim, suit or proceeding.
14.14 "Consumption Credit" means a credit issued by or on behalf of Autodesk to pay for use of the Services on a consumption basis (e.g., cloud credit, flex token, or token flex) which is valid for the period set forth in the applicable Pricing Schedule.
14.15 “Content” means any files, designs, models, data sets, project information, material, documents, computer programs (including any modules, components, functions and features of a computer program), media, audio, videos, comments, notes, links and other project-related content, data and information.
14.16 “Content Retrieval Period” has the meaning set forth in Section 10.6 (Effect of Termination on Your Content).
14.17 “Documentation” means any technical or security requirements and developer documentation for the Services made available to You by or on behalf of Autodesk in any form or medium. Documentation includes developer guides, ReadMe files and in-code documentation.
14.18 “End User” means Your customers and/or other users who will be using Your Application.
14.19 “Effective Date” means the date You first agree to these Terms by selecting the box or other action indicating that You have read and agree to these Terms, or if earlier, the date You first access or use the Service.
14.20 “Export Control Laws” means United States and other applicable countries’ export control and trade sanctions Laws, including the regulations promulgated by the U.S. Department of Commerce and the U.S. Department of the Treasury.
14.21 “Feedback” means any suggestions, proposals, ideas, contributions or other information provided to Autodesk by You (including by Your Authorized Users) regarding the Services, Autodesk Content, or other Autodesk Material or products or services (whether existing, planned or otherwise).
14.22 "Free Services" means Services that Autodesk may make available at no charge that may be labelled “free” or similar designation.
14.23 "Hazardous Activities" means, individually or collectively, activities considered of high risk or hazardous, including in the fields of medicine, security, emergencies, life support, dangerous materials, unmanned machines or vehicles, other strict liability or hazardous activities, or activities with a risk of leading to death, personal injury, or server physical or environmental damage.
14.24 “Law” means any declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule, law or other requirement of or by any governmental authority.
14.25 “Metrics” means data and other information about You and Your access to and use of the Services, which includes information regarding usage of features, functions, storage, metadata, indexes and similar information regarding usage, access, volume, type, storage and processing of Your Content (but not Your Content itself).
14.26 “Personal Data” has the meaning set forth in the Privacy Statement.
14.27 “Pricing Schedule” means the then-current, applicable general published pricing schedule for the Service, and/or as otherwise agreed upon between You and Autodesk in an order form or other ordering document (which may be an online process) or other agreement.
14.28 “Privacy Statement” means Autodesk’s Privacy Statement, as currently located at https://www.autodesk.com/company/legal-notices-trademarks/privacy-statement, or any successor or supplemental web page of Autodesk, as they may be modified from time to time in Autodesk’s sole discretion.
14.29 "Security Incident" means any security deficiencies (including any actual or suspected theft, loss, disclosure or misuse of data, or actual or suspected vulnerabilities that may result in a theft, loss, disclosure or misuse of data).
14.30 “Sensitive Personal Data” means Personal Data identifying racial or ethnic origin; religious or philosophical beliefs; political opinions; membership of parties, trade-unions, associations or organizations of a religious, philosophical, political or trade-union character; records of criminal offenses; financial information; government issued identifiers (such as tax ID number); health conditions and sexual behaviors; and genetic data or biometric data for the purpose of uniquely identifying an individual, or as defined by applicable data protection Laws.
14.31 “Services” means individually and collectively certain web services APIs, software as a service (SaaS) APIs and Autodesk Content.
14.32 “Service Term” has the meaning set forth in Section 10.1 (Term).
14.33 “Site” means the Autodesk developer portal which provides access to the Services and related information, and alternative and successive websites that Autodesk may designate from time to time.
14.34 “Special Terms” means particular entitlements to or restrictions on the Services. Special Terms may apply to any aspect of the Service, including any particular API, or to a particular category of user or entitlement.
14.35 “Terms” means these Autodesk Platform Services Terms of Service, together with the Additional Terms.
14.36 “Third-Party Material” means third-party technology, designs, libraries, links, data, applications, software, services or other third-party material.
14.37 “Trial Account” means an account through which Autodesk makes Services available to You (which may include generally available Services) during the applicable Trial Period solely for non-production and non-commercial use and only for testing and evaluation purposes in accordance with Section 3.3 (Trial Versions Not for Production Use).
14.38 "Trial Versions" means Services (or any features of a Service) that Autodesk may make available that are labelled or offered as “pre-release,” “tech preview,” “beta,” “trial,” “evaluation” or similar designation and include all Services made available to You through a Trial Account.
14.39 "You" and "Your" has the meaning set forth in Section 1 (Acceptance).
14.40 “Your Content” means any Content that You provide to Autodesk for processing, storage or hosting by the Services whether created by You, End Users or other third parties, except that Your Content does not include Autodesk Content, Autodesk Material or any account information, billing or usage data.
