This Terms 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 Project Freewheel web service (the “Service”) and
the application programming interface and associated documentation (the “API”)
available through this website.
By selecting the box indicating that you have
read and agree to these Terms of Use, or by accessing,
uploading files or URLs, viewing files through, or otherwise using the Service
or API, you agree to be bound by these Terms. If you do not agree to all the terms and
conditions of these Terms, (A) do not use or access the Service or API, and (B)
select the “CANCEL” button.
1.
SERVICE.
1.1
Use
of the Service. Subject to the limitations and conditions set
forth in these Terms, You may use the Service to view and print design files
through your web browser, and you may use the API to display design files on your
website in conjunction with other information You provide to end users. The Service does not
support file formats other than the DWF format.
You must obtain the API through Autodesk’s website.
Autodesk reserves the right to require You to create an account in order
to access the Service, the API or portions thereof.
1.2
Modifications to Service and/or Terms. Autodesk reserves the right, from time to
time in its sole discretion, to (a) modify or release subsequent versions of
the API and Service and to require You to obtain and use the most recent
version of the API and Service, (b) require You to register and/or establish an
account in order to access the Service or obtain the API, (c) impose license
keys or other means of controlling access to the API or Service, (d) charge a
fee for use of the API or Service, (e) 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 (f) change, suspend or discontinue the
Service at any time. You acknowledge and
agree that Autodesk may at any time make feature or functionality updates to the
API or Service, and such updates may impair or end the functionality of Your
application.
Autodesk may modify these Terms at
any time by posting the revised Terms on the Autodesk web site.
You are responsible for regularly reviewing
the most current version of these Terms, which is available online at
http://freewheel.labs.autodesk.com/termsofuse_en.aspx. If a modification is unacceptable to You, You must immediately cease
using the Service and remove all APIs from Your website or other application.
Your continued use of the Service or APIs
after any such modification will constitute your acceptance of such
modification.
1.3
Display of Results. You must display the results of the Service
and/or API (which may include drawings, images, 3D models, and other content,
and any portion thereof, including all trademark, copyright or other
proprietary notices) (the “Results”) in the exact manner provided to You by
Autodesk, and You are prohibited from removing, modifying, minimizing,
obscuring or blocking any portion of the Results.
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.
1.4
Autodesk
Marks.
Autodesk may from time to time make available on the Autodesk Labs Project Freewheel website images
of certain of its trademarks, service marks, domain names or logos (the “Autodesk
Marks”) for limited use by You in connection with Your use of the Service to display
design files on Your website. Autodesk
hereby grants You a non-transferable, non-exclusive, non-sublicensable, revocable
right and license to display the Autodesk Marks solely on Your webpage that uses
the API to display design files rendered by the Service, solely for the purpose of
indicating that such design file was rendered using the Service, and subject to the
following limitations:
(a)
You must use the Autodesk Marks exactly
as they are made available on the Autodesk Labs Project Freewheel website, and you may not alter, modify
or distort the Autodesk Marks in any way, including without limitation, changing
the size, color or font;
(b)
You shall not use the Autodesk Marks on
any website that (i) violates any law or regulation; (ii) contains obscene, pornographic
or other adult content; (iii) promotes bigotry, racism, hatred or harm against any
group or individual; (iv) 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;
(c)
You shall not use the Autodesk Marks in
any way that implies You or the contents of Your website are affiliated with or
endorsed or sponsored by Autodesk;
(d)
You shall not use the Autodesk Marks in
any way that is or could be construed to be misleading, defamatory, libelous or
disparaging of any third party or Autodesk or its products or services; and
(e)
You are prohibited from using the Autodesk
Marks in any advertising, marketing, printed materials, websites or any other media,
other than Your webpage that uses the API to display design files rendered by the Service.
Autodesk may, in its sole discretion,
revoke Your right to use the Autodesk Marks at any time.
Except as expressly set forth in this Section 1.4, You have no right, title
or interest in or to the Autodesk Marks, and You agree that you will not assert
any claim to the Autodesk Marks. All
goodwill arising from Your use of the Autodesk Marks shall inure solely to the benefit
of Autodesk.
1.5
Additional Rights. If You are accessing the Service through a
separate Autodesk product 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.
PROPRIETARY RIGHTS.
2.1
Warranty and License by You. You represent and warrant to Autodesk that
You have the requisite rights to submit, post, reproduce, publish, distribute
and otherwise transmit all files, models, material, information, media and content of
any kind whatsoever that You upload or submit using the Service or the API (whether
by uploading a file directly from Your hard drive or other storage media, or indirectly
by entering a URL to a webpage on which a file is located) (the
“Content”). By submitting, uploading or
otherwise making Content available to Autodesk using the Service or the API,
You (a) acknowledge and agree that the 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 the Content for
the purposes of providing, formatting, maintaining, repairing, protecting,
administering, enhancing or improving the Service or other Autodesk products.
2.2
Autodesk Proprietary Rights. You acknowledge and agree that Autodesk and
its licensors own 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 API, 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 API.
2.3
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
Responsibility for Content. You acknowledge and agree that You are solely
responsible for all Content You (or Your end users) upload or cause to be
uploaded using the Service or the API and for Your conduct while using the
Service or the API.
Autodesk shall have no responsibility or liability for the deletion of or failure
to store any Content, and Autodesk reserves the right to delete inactive Content
or purge Content from time to time.
You acknowledge that the Service delivers the rendered the Content in viewable form
through a URL and that You and anyone else who accesses the URL will be able to
view the Content using the Service.
You will not upload
or cause to be uploaded through the Service or API any Content that: (a) is
false or misleading; (b) is defamatory or invades another’s privacy; (c)
promotes bigotry, racism, hatred or harm against any group or individual; (d)
is obscene; (e) violates, misappropriates or infringes another's rights,
including but not limited to intellectual property rights; (f) 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 Services; (g) violates any laws or regulations, including
without limitation, export control laws and regulations; or (h) 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.
3.2
Compliance with Laws. You agree that you will use the Services and
the API for lawful purposes only, and that you will not use the Service or the
API in connection with the transmission, sale or promotion of any products or
services that violate any laws or regulations applicable to You or Autodesk.
3.3
Export
Control. You acknowledge and
agree that Your use of the Service and the API, including without limitation Your
uploading of Content and viewing of design files rendered using the Service or API,
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 or API 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.
3.4
Acceptable Use. You agree you will not: (a) interfere with or
disrupt the Service, or servers or networks connected to the website through which
the Service is provided; (b) 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 Services are provided; (c) use any automated means, including
without limitation, agents, robots, spiders or other applications, to access
the Service; (d) work around any technical limitations in the API; (e) reverse
engineer, decompile or disassemble the API; (f) publish any part of the API for
others to copy; (g) falsify or alter any unique referral identifier in, or
assigned to, Your application in which the API is used, or otherwise obscure or
alter the source of queries coming from Your application to the Service; (h)
use the Service or the API to perform stress or performance testing on the
Service; (i) take any action that Autodesk determines imposes an unreasonably
or disproportionately large burden on Autodesk’s infrastructure, including the
Service; (j) use the Service or the API to impersonate any person or entity or
falsely state or otherwise misrepresent your affiliation with any person or
entity; (k) use the Service or the API to harass or disparage any person or
entity, including, but not limited to, Autodesk; or (l) use the Service or the
API to Collect or store personal data about any person or entity, including
other users of the Service.
4.
PRIVACY POLICY.
Your access to and use of
the Service and the API is also subject to Autodesk’s Privacy Policy, available
at
http://usa.autodesk.com/adsk/servlet/index?siteID=123112&id=786921,
as it may be modified from time to time in Autodesk’s sole discretion.
You understand and agree that Autodesk may
access, preserve and disclose Content and/or information about You if we
believe in good faith that disclosing this information is necessary to
identify, contact, or bring legal action against someone who may be violating
Autodesk's Terms of Use or intellectual property rights, or to comply with any
law or regulation, or to protect the rights, property or safety of Autodesk,
its affiliates or the public.
Your data
may be processed and stored on Autodesk’s or its agents or service providers’
computers in the
5.
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, 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 the 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 or Your end user’s use of the Service or API, 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.
6.
WARRANTY DISCLAIMER.
YOU ACKNOWLEDGE AND AGREE THAT:
6.1
THE
API AND THE SERVICE AND ALL ASSOCIATED RESULTS ARE PROVIDED BY AUTODESK ON AN
“AS-IS” AND “AS-AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. AUTODESK EXPRESSLY DISCLAIMS ALL WARRANTIES
AND CONDITIONS WITH REGARD TO THE SERVICE, THE API AND ALL ASSOCIATED RESULTS,
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 THE API AND ALL
ASSOCIATED RESULTS IS AT YOUR OWN RISK;
6.2
AUTODESK
MAKES NO WARRANTY THAT (i) THE SERVICE OR API OR THE RESULTS THEREOF WILL MEET
YOUR REQUIREMENTS OR EXPECTATIONS, (ii) THE SERVICE WILL BE UNINTERRUPTED,
TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS OR THE SERVICE WILL BE
ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE API OR SERVICE WILL BE
CORRECTED;
6.3
ANY
MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE OR API 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;
6.4
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 SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE
RESULTS 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
6.5
YOUR
SOLE AND EXCLUSIVE REMEDY IF YOU ARE DISSATISFIED WITH THE SERVICE, THE API, OR
THE RESULTS IS TO CEASE USING THE SERVICE AND REMOVE THE API FROM YOUR WEBSITE
OR APPLICATION.
7.
LIMITATION ON LIABILITY.
IN NO EVENT SHALL AUTODESK OR ITS SUPPLIERS HAVE ANY LIABILITY FOR ANY
LOSS OR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE SERVICE,
THE API OR THE RESULTS 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 7 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 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF
WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL
PURPOSE.
8.
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 use of the Service or the API.
IF YOU ARE A
9.
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 of Use,
uploading or viewing files or URLs through, or otherwise accessing or using the
Service or API, and shall continue in force thereafter until terminated as
provided herein. Autodesk may terminate
these Terms and/or Your use of the API or Service 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 and remove all APIs from Your website or other application.
Sections 2.1, 2.2, 5, 6, 7, 8, 9, and 10 shall
survive any termination of these Terms.
10.
GENERAL.
10.1 Governing Law and
Jurisdiction. These Terms shall be
governed and construed in accordance with the laws of the State of
10.2
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 effect the intent of these Terms, and the remainder of
these Terms shall continue in full force and effect.
10.3
Notices to
Autodesk. 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.
10.4
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.
10.5 Entire Agreement; Waiver. These Terms contain the entire agreement
between you and Autodesk with respect to the Service and the API and supersede
all prior or contemporaneous communications and proposals, whether electronic,
oral or written, between you and Autodesk with respect to the Service and the
APIs. 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.