Autodesk® Seek - Terms and Conditions
Welcome to the Autodesk® Seek service (the "Service"). The Autodesk website through which the Service is provided (the "Autodesk Site") contains links to websites of third party part manufacturers and content providers (collectively, "Providers"), who have made their electronic models and other data (the "Provider Content") available through the Service for public users of the Internet ("Users") to view and download. The Autodesk Site also makes available to Users electronic models and other data (the "User Content") that have been submitted by other Users. Any content provided by You to the Service is referred to as "Your Content." The Provider Content and User Content and any other content provided through the Service are collectively referred to as "Content". Autodesk provides access to this Service to You subject to the following Terms and Conditions of Use.
This Terms and Conditions of Use ("Terms") is a legal agreement between You or the company or other legal entity on behalf of whom You are accessing or using the Service ("You") and Autodesk, Inc. (located at 111 McInnis Parkway, San Rafael, California) ("Autodesk") regarding Your access to and use of the Service. By selecting the box indicating that You have read and agreed to these Terms, or by accessing, viewing, using, modifying, and uploading to or downloading Content from the Service, You agree to be bound by these terms and conditions. If You do not agree to all the terms and conditions of these Terms, you are not permitted use or access the Service or the Content.
1.1 Use of the Service and Associated Content. The Service and all associated Content provided are intended to help You in Your computer-aided design activities. You acknowledge that Content is supplied by different Providers and Users who are not associated with Autodesk and who are identified in connection with the Content and are solely responsible for their Content. You also acknowledge that: (i) Autodesk may not pre-screen the Content and, as such, Autodesk does not guarantee the accuracy, integrity, or quality of such Content; (ii) You will evaluate, and bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content; (iii) You may be exposed to Content that is indecent, offensive, or otherwise objectionable; and (iv) under no circumstances will Autodesk or its Providers be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or for any loss or damages of any kind incurred as a result of the use of any Content.
Subject to the limitations and conditions set forth in these Terms, Autodesk grants you a limited, non-exclusive, non-transferable license to use the Service to access, view, download, modify, reproduce, and upload the Content using Your web browser, so long as the Content is used solely for Your own personal or business computer-aided design purposes.
1.2 Modifications to Service. Autodesk reserves the right, from time to time in its sole discretion, to (a) modify or release subsequent versions of the Service and to require You to obtain and use the most recent version of the Service, (b) impose license keys or other means of controlling access to the Service, (c) charge a fee for use of the Service, (d) impose a limit on the number of transactions that You may request through the Service or otherwise limit or suspend Your access to the Service, and (e) change, suspend or discontinue Your access to the Service at any time. You acknowledge and agree that Autodesk may at any time make feature or functionality updates to the Service, and such updates may impair or end the functionality of Your access to the Service.
Autodesk reserves the right to require You to create an account in order to access the Service, the Content or portions thereof. Once You have created an account in order to access the Service, You are responsible for maintaining the confidentiality of the information provided to open such an account, including but not limited to username(s) and password(s). You agree to immediately notify Autodesk of breach of security such as any unauthorized use of Your information such as Your username and password. Autodesk cannot and will not be liable for any loss or damage arising from Your failure to comply with this Section 1.2.
1.3 Modification of Content. You may modify the Content downloaded by You through the Service (which may include downloaded drawings, images, 3D models, and other content, and any portion thereof) solely for your own personal or business computer-aided design use. However, You are prohibited from removing, modifying, minimizing, obscuring or blocking any portion of all trademark, copyright or other proprietary notices of Autodesk or any of Autodesk’s licensors, accessible to You through the Service. You agree that You will not falsely attribute, misrepresent or otherwise imply the Service or the results of the Service have been provided by You or any party other than Autodesk and its licensors.
1.4 Additional Rights. If You are accessing the Service through one or more Autodesk products You have purchased or subscribed to, and for which You have entered into a separate agreement ("Other Agreement"), the Other Agreement may give You different or additional rights than those provided in these Terms. In the event of a conflict between the terms of any Other Agreement and these Terms, the terms of the Other Agreement shall prevail.
2.1 Warranty and License by You.You represent and warrant to Autodesk that You have the requisite rights to upload, submit, post, publish, and transmit and otherwise make available Your Content. By submitting, uploading or otherwise making Your Content available to Autodesk using the Service, You acknowledge and agree that: (a) Your Content is not confidential; and (b) grant (or warrant that the owner of such rights has expressly granted) Autodesk a perpetual, irrevocable, non-exclusive, royalty-free, paid-up, worldwide, sub-licensable license to store, display, reproduce, modify, use and transmit Your Content for the purposes of providing, formatting, maintaining, repairing, protecting, administering, enhancing or improving the Service or other Autodesk products through which the Service is provided.
2.2 Autodesk Proprietary Rights. You acknowledge and agree that Autodesk owns all right, title, and interest (including, without limitation, patents, copyrights, trademarks, trade secrets, and all other intellectual property rights) in and to the Service and the Autodesk Site, and that except as expressly set forth in these Terms, You shall not acquire any right, title, or interest in or to the Service or the Autodesk Site.
2.3 Provider and User Proprietary Rights. Autodesk claims no ownership or control over Your Content, the Provider Content or any User Content. The Providers and Users, as appropriate, retain all patent, trademark and copyright to any Content, the links to third-party Web sites through which You can access the Content, and any trademarks displayed on or through the Service in relation to such Content, and You are responsible for protecting those rights, as appropriate.
2.4 Digital Millennium Copyright Act. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Autodesk's Copyright Agent by email at CopyrightAgent@autodesk.com. For directions and more information about how to submit a claimed copyright notification, click the following link: Copyright Information. INQUIRIES FAILING TO FOLLOW THIS PROCEDURE WILL NOT RECEIVE A RESPONSE.
3. RESTRICTIONS ON USE OF SERVICE.
3.1 Computer-Aided Design Use Only. You are allowed to use the Content solely for Your own personal or business computer-aided design use. You may not copy or post any Content on any internet site; or (ii) distribute any Content as part of any service; or (iii) broadcast any Content in any media; or (iv) use the Content in a manner that is competitive with the Service.
3.2 Responsibility for Your Content. You acknowledge and agree that You are solely responsible Your Content, and that you are strictly prohibited from using the Service to upload, post, email, transmit or otherwise make available any of Your Content that:
- is false or misleading, defamatory or invades another’s privacy;
- promotes bigotry, racism, hatred or harm against any group or individual or is otherwise objectionable;
- is obscene;
- violates, misappropriates or infringes another's rights, including but not limited to intellectual property rights;
- contains software viruses, harmful materials, or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, including, but not limited to, the Service;
- violates any laws or regulations, including without limitation, export control laws and regulations;
- encourages, promotes or provides instructional information about illegal activities, including, but not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating "crush" sites;
- is harmful to minors in anyway;
- contains unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; or
- falsely expresses or implies that Your Content is associated with or endorsed by Autodesk.
3.3 Compliance with Laws. You agree that You will use the Service for lawful purposes only, and that You will not use the Service or any of its associated Content in connection with the transmission, sale or promotion of any products or services that violate any laws or regulations applicable to You or Autodesk.
3.4 Export Control. You acknowledge and agree that Your use of the Service, including without limitation Your access to or download of the Content using the Service, is subject to compliance with United States and other applicable country export control and trade sanctions laws, rules and regulations, including, without limitations the regulations promulgated by the U.S. Department of Commerce and the U.S. Department of the Treasury ("Export Control Laws"). You represent and warrant that (i) You are not a citizen of, or located within, a nation that is subject to U.S. trade sanctions or other significant trade restrictions (including, without limitation, Cuba, Iran, Sudan, Syria and North Korea), (ii) You are not identified on any U.S. government restricted party lists (including, without limitation, the U.S. Treasury Department's List of Specially Designated Nationals and Other Blocked Persons, the U.S. Department of Commerce's Denied Party List, Entity List and Unverified List and the U.S. Department of State proliferation-related lists), and (iii) that no Content uploaded by You is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. You agree that You will not use the Service to disclose, transfer, download, export or re-export, directly or indirectly, any Content to any country, entity or other party which is ineligible to receive such items under the Export Control Laws or under other laws or regulations to which You may be subject. You shall be solely responsible for (i) complying with the Export Control Laws and (ii) monitoring any modifications to them.
3.5 Acceptable Use. You agree to use the Service and any of its associated Content only in accordance with these Terms and any applicable policies or guidelines. By way of example, and not as a limitation, You agree that You will not:
- interfere with or disrupt the Service, or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
- use the Service as storage for remote loading or as a door or signpost to another home page, whether inside or beyond the site through which the Service is provided;
- use any automated means, including without limitation, agents, robots, spiders or other applications, to access the Service;
- work around any technical limitations in the Service or the Autodesk Site;
- reverse engineer, decompile or disassemble the Service;
- publish any part of the Autodesk Site for others to copy;
- falsify or alter any unique referral identifier in, or assigned to Your application, or otherwise obscure or alter the source of queries coming from Your application to the Service;
- use the Service to perform stress or performance testing on the Service;
- take any action that Autodesk determines imposes an unreasonably or disproportionately large burden on Autodesk's infrastructure, including the Service;
- use the Service to impersonate any person or entity, including but not limited to, an Autodesk official; or falsely state or otherwise misrepresent Your affiliation with any person or entity; or falsely or otherwise represent an affiliation with a person or entity;
- use the Service to "stalk", harass or disparage any person or entity, including, but not limited to, Autodesk;
- the Service to collect or store personal data about any person or entity, including other users of the Service; or
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service.
You acknowledge that the Service may be supported by advertising revenue and the Autodesk Site may display such advertisements and promotions as Autodesk may arrange from time to time in its sole discretion. The manner, mode and extent of advertising by Autodesk on the Autodesk Site or in connection with the Service are subject to change. You agree that Autodesk shall not be responsible or liable for any loss or damage of any sort incurred by You as a result of any such advertisements or promotions or as the result of the presence of such advertisers in connection with the Service.
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Autodesk has no control over such sites and resources, You acknowledge and agree that Autodesk is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Autodesk and its Providers shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
7. INDEMNITY. You shall, at Your sole expense and to the fullest extent permitted by law, indemnify, defend, and hold harmless Autodesk, its affiliates, agents and suppliers (including the Providers), and each of their respective directors, officers, and employees (collectively, the "Indemnitees") against any and all losses, liabilities, expenses (including reasonable attorneys' fees) suffered or incurred by an Indemnitee by reason of any claim, suit or proceeding (a "Claim") arising out of or in connection with: (1) an assertion that Your Content, or the use thereof, may infringe any copyright, trademark, or other intellectual property rights of any individual or entity, or are a misappropriation of any individual or entity's trade secret, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials; (2) any breach of or failure by You to comply with these Terms; or (3) Your use of the Content, the Service or the Autodesk Site, including the information, content, services, and/or products provided therein. You will not agree to any settlement of any Claim without the prior written consent of Autodesk, and Autodesk shall have the right to participate, at its own expense, in the defense of any Claim with counsel of its own choosing. The foregoing indemnities shall survive expiration or termination of these Terms.
8. WARRANTY DISCLAIMER.
YOU ACKNOWLEDGE AND AGREE THAT:
8.1 THE SERVICE AND ALL ITS ASSOCIATED CONTENT ARE PROVIDED BY AUTODESK AND THE PROVIDERS ON AN "AS-IS" AND "AS-AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND. AUTODESK AND THE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SERVICE AND ALL ITS ASSOCIATED CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YOUR USE OF THE SERVICE AND ALL ITS ASSOCIATED CONTENT IS AT YOUR OWN RISK;
8.2 AUTODESK AND ITS PROVIDERS MAKE NO WARRANTY THAT (i) THE SERVICE OR THE ANY OF ITS ASSOCIATED CONTENT THEREOF WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE SERVICE AND ANY OF ITS ASSOCIATED CONTENT WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE SERVICE AND ANY OF ITS ASSOCIATED CONTENT WILL BE CORRECTED;
8.3 ANY MATERIAL INCLUDING BUT NOT LIMITED TO THE CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY RESULTING DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA;
8.4 DUE TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE SERVICE, IT HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE USED. AUTODESK AND ITS PROVIDERS SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE CONTENT OBTAINED THROUGH THE USE OF THE SERVICE. YOU ARE RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT AND CONTROL OF THE SERVICE. THIS RESPONSIBILITY INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE SERVICE AND THE SELECTION OF THE SERVICE AND OTHER PROGRAMS TO ACHIEVE INTENDED YOUR RESULTS. YOU ARE ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY AND ACCURACY OF ANY PROGRAM OUTPUT, INCLUDING ALL ITEMS VIEWED USING THE SERVICE; AND
8.5 YOUR SOLE AND EXCLUSIVE REMEDY IF YOU ARE DISSATISFIED WITH THE SERVICE OR ANY OF ITS ASSOCIATED CONTENT IS TO CEASE USING THE SERVICE.
9. LIMITATION ON LIABILITY.
IN NO EVENT SHALL AUTODESK OR THE PROVIDERS HAVE ANY LIABILITY FOR ANY LOSS OR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR ANY OF ITS ASSOCIATED CONTENT THEREOF, INCLUDING DIRECT, INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, REVENUE, OR DATA, BUSINESS INTERRUPTION, OR COST OF COVER. THE LIMITATIONS OF LIABILITY IN THIS SECTION 9 SHALL APPLY TO ALL DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EVEN IF AUTODESK OR ITS PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE.
10. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTIAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 8 AND 9 MAY NOT APPLY TO YOU.
11. NO THIRD PARTY BENEFICIARIES
You agree that the Providers are intended third party beneficiaries of these Terms. Except as otherwise expressly provided in these Terms, there shall be no other third party beneficiaries to the Terms.
12. RELEASE AND WAIVER.
To the maximum extent permitted by applicable law, You hereby release and waive all claims against Autodesk and the Indemnitees from any and all liability for claims, damages (direct and consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising out of or in any way connected with Your Content and Your use of the Service or any other Content. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE § 1542, WHICH STATES "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Residents of other states and nations similarly waive their rights under applicable and/or analogous laws, statutes, or regulations.
13. TERM AND TERMINATION.
These Terms shall become effective on the date You first agree to these Terms by selecting the box indicating that You have read and agree to these Terms and shall continue in force thereafter until terminated as provided herein. Autodesk may terminate these Terms and/or Your use of the Service or any of the associated Content at any time, with or without notice. You may terminate these Terms at any time with or without notice. Upon any termination of these Terms for any reason, You must immediately cease using the Service. Sections 2.1, 2.2, 4, 7, 8, 9, and 12 shall survive any termination of these Terms.
14.1 Governing Law and Jurisdiction. These Terms shall be governed and construed in accordance with the laws of the State of California without regard to conflicts of law provisions. You hereby submit to and waive any objection against the exclusive personal jurisdiction of the United States District Court for the Northern District of California, San Francisco, and the Superior Court of the State of California, County of Marin in respect of all claims, suits and proceedings arising out of or related to the Service or any of the associated Content or these Terms.
14.2 Severability. If for any reason a court of competent jurisdiction finds any provision of these Terms, or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.
14.3 Notices. Notices to Autodesk pursuant to these Terms shall be sufficient only if in writing and transmitted via personal delivery or delivered by a major commercial rapid delivery courier service or by certified or registered mail, return receipt requested, to: Autodesk, Inc., Attention: Legal Department, 111 McInnis Parkway, San Rafael, California 94903. You agree that Autodesk may provide You with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Autodesk Site. If a modification is unacceptable to You, You must immediately cease using the Service. Your continued use of the Service after any such modification will constitute Your acceptance of such modification.
14.4 Independent Contractor. The parties' relationship to each other under these Terms is strictly that of independent contractors. Nothing in these Terms shall in any way constitute or be construed as evidence of intent to establish any association, partnership, joint venture or other relationship.
14.5 Assignment. You are not permitted to assign, transfer or delegate these Terms or any of your rights or obligations hereunder, in part or in whole, without the prior written consent of Autodesk, and any attempt by You to effect a transfer or assignment in violation of this section shall be void.
14.6 Entire Agreement; Waiver. These Terms contain the entire agreement between You and Autodesk with respect to the Service and any of the associated Content and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and Autodesk with respect to the Service and any of the associated Content. A party may only waive its rights under these Terms, by a written document executed by both parties. Any failure to enforce any provision of these Terms shall not constitute a waiver thereof or of any other provision hereof.