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WE’VE UPDATED OUR SERVICES TERMS

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Autodesk Platform Services Terms

Last Updated: December 8, 2025

Autodesk Platform Services Terms

These Autodesk Platform Services Terms apply to Developer Offerings and constitute a binding contract between us.

PLEASE NOTE THAT SECTION 19.3 (AUTODESK CONTRACTING ENTITY, GOVERNING LAW, DISPUTE RESOLUTION) BELOW CONTAINS MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT MAY GOVERN ANY RESOLUTION OF DISPUTES BETWEEN YOU AND AUTODESK. PLEASE READ THESE TERMS (INCLUDING SECTION 19.3) CAREFULLY.

1. Acceptance

By accepting these Autodesk Platform Services Terms (“APS Terms”), or by accessing or using our Developer Offerings, you confirm your acceptance of these APS Terms and other applicable Additional Terms (these APS Terms, together with the Additional Terms, the “Developer Terms”) and your agreement to be a party to this binding contract. If you do not agree to these Developer Terms, you must not access or use our Developer Offerings.

You agree to these Developer Terms on behalf of the company or other legal entity for which you are acting (for example, as an employee or contractor) or, if there is no company or legal entity, on behalf of yourself as an individual (in either case, “You” or “Your”). You represent and warrant that you have the right and authority (as well as the capacity—for example, you are of sufficient legal age) to act on behalf of and bind such entity (if any) and yourself. Additional capitalized terms are defined in these Developer Terms, including in Section 20 (Definitions) below.

4. You Own Your Work

You will retain Your ownership rights to files, designs, models, data sets, images, documents, code or similar material created by You (or Your Authorized Users) and submitted or uploaded to a Developer Offering by You (or Your Authorized Users).

5. 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 sets forth how Autodesk may collect, use, store and process Your Personal Data, and how You may request access to or deletion of Your Personal Data.

6. Developer Offerings

6.1 Rights to Developer Offerings

Subject to compliance with these Developer Terms, Autodesk grants You the right to access and use (and permit your Authorized Users to access and use) Developer Offerings during the Service Term solely to internally develop Your Applications (including enabling Your Applications to interoperate with Autodesk’s products and services) and to distribute, test, evaluate, operate and support Your Applications. You may permit the Developer Offerings 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 Developer Terms by Your Authorized Users. All references to Your access to and/or use of the Developer Offerings in these Developer Terms include access to and/or use of these Developer Offerings by Your Authorized Users.

In addition, and unless otherwise specified in the applicable Additional Terms, and subject to Your compliance with these Developer Terms, Autodesk grants You, a limited, terminable, revocable, nontransferable, non-assignable, and non-exclusive license during the Service Term to reproduce, publicly perform, publicly display, prepare derivative works of, make available and distribute any portions of Sample Code, scripts and libraries provided as part of the Developer Offerings which are expressly designated by Autodesk as redistributable and solely as incorporated in Your Applications.

Except as expressly permitted in this Section 6.1, You must not (nor permit anyone else to): (a) modify, translate, alter, adapt, arrange or create any derivative works of, sublicense, sell, resell, transfer, assign, rent, loan, lease, distribute, or otherwise commercially exploit or make available to any third party all or any portion of Developer Offerings or any rights granted in these Developer Terms in any way; (b) incorporate any portion of the Developer Offerings into Your Applications; (c) create an Application that functions substantially the same as any Developer Offering or any part of a Developer Offering and/or offer it for use by third parties; (d) access or use Developer Offerings for the purpose of building or providing a competitive product or service, as determined by Autodesk in its sole discretion; (e) decompile, disassemble, or otherwise reverse engineer Developer Offerings, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in Developer Offerings; (f) perform any action that introduces any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code in or in connection with Your Application; (g) take any action that Autodesk determines imposes an unreasonably or disproportionately large burden on Autodesk’s (or its designated third parties’) infrastructure, including APS Offerings; (h) bypass, delete, or manipulate any metering or technical limitations of any Autodesk product or service, including any Developer Offerings; (i) use Developer Offerings for any unlawful purpose; (j) remove, obscure, or alter any proprietary notices, labels, marks, or links to proprietary notices or terms applicable to Developer Offerings; and/or (k) attempt to do any of the foregoing (a) through (j).

6.2 ADN Program and ADN Software

(a) ADN Program Membership

The ADN Program is a developer program that provides certain benefits to members. You must be an ADN Program member to access or use ADN Software and other benefits that Autodesk makes available exclusively to ADN Program members. ADN Program benefits are described on the ADN Site.

To become a member of the ADN Program You must submit, and Autodesk must approve, Your ADN Membership Application. If You apply to become a member, You represent and warrant that (i) You have the right to participate in the ADN Program in accordance with these Developer Terms, and (ii) all information and materials that You provide in connection with Your ADN Program membership are true, accurate, current and complete at all times, and are not infringing or harmful. You will promptly notify Autodesk in writing of any changes to the information or materials that You provide in connection with Your ADN Program membership. Autodesk may reference Your name and logo on Autodesk-controlled web properties and accounts (including social media) to identify Your membership in the ADN Program. 

Membership in the ADN Program is effective on the date Autodesk confirms approval of your ADN Membership Application and will remain in effect through December 31 of the then-current calendar year. Thereafter, to continue Your ADN Program membership, You will be required to renew your membership for additional calendar year periods commencing on January 1 of the following year. You or Autodesk may terminate Your ADN Program membership without cause with thirty (30) days’ prior written notice. If Autodesk terminates Your ADN Program membership, You will be entitled to a refund of a pro-rata portion of Your ADN Program membership fee for the then-current year. If You terminate Your ADN Program membership, You will not be entitled to a refund of Your ADN Program membership fee.

(b) Rights to ADN Software 

This Section 6.2(b) applies to ADN Software in addition to the rights and restrictions in Section 6.1 (Rights to Developer Offerings).

ADN Software is for internal use only (a) by Authorized Users who have signed confidentiality agreements with You containing confidentiality terms at least as restrictive as the confidentiality obligations set forth in Section 12 (Confidentiality); (b) by the number of users specified on the ADN Membership Application; and (c) at the location identified as a licensed site in the ADN Membership Application (except that You may use the ADN Software at other locations solely for the purpose of demonstrating that Your Application interoperates with Autodesk products and services and to train Your End Users on the use of Your Application).

ADN Software is made available to You solely on a not-for-resale basis. You will not (A) use the ADN Software as an end user, including for any commercial, professional, commercial training, competitive analysis or other for-profit purposes, and for any other purpose except as provided for in these Developer Terms; (B) (1) bypass or delete any functionality or technical limitations of the ADN Software that prevent or inhibit the unauthorized copying or use of the ADN Software or (2) provide or make available any features or functionality of the ADN Software to any person or entity, whether or not over a network and whether or not on a hosted basis, or attempt to do any of the foregoing; (C) install or access the ADN Software over the internet or other non-local network, including use in connection with a wide area network (WAN), virtual private network (VPN), virtualization, web hosting, commercial timesharing, service bureau, Software as a Service, cloud or similar service or technology; or (D) make the ADN Software available via the internet, on Your system or otherwise to any person or entity. The restrictions in this paragraph will not apply to the extent that applicable law (including laws implementing EC Directive 2009/24 on the legal protection of computer programs and laws of other jurisdictions relating to similar subject matter) does not allow such prohibitions to be enforced.

6.3 Free APIs

Autodesk may make available APIs to You at no charge, whether or not labelled “free” or similar designation (“Free APIs”). Free APIs are subject to Section 6.1 (Rights to Developer Offerings), Section 9.1 (APS Offerings) and any Additional Terms, including the then-current applicable usage limits. For clarity, Free APIs expressly exclude Trial Versions, which are subject to the restrictions set forth in Section 6.4 (Trial Versions).

6.4 Trial Versions 

Autodesk may make available Trial Versions. Except as expressly set forth in the Additional Terms for the Trial Version, (a) You may access or use the Trial Version only for a period of 30 days (“Trial Period”) from download or receipt, (b) Your use of, and Your Applications use of, the Trail Version will be limited to non-commercial, non-production and evaluation purposes, and not for any other purpose from which You or others derive economic benefit (including competitive analysis) and (c) the use of a Trial Version will be only by You as an individual or, if You are an entity, by one named employee. Notwithstanding any other provisions in these Developer Terms, (i) Autodesk makes no commitments with respect to Trial Versions, including any commitment to continue any Trial Version or to convert any Trial Version into a commercially released Autodesk product or service; (ii) Autodesk constantly conducts research to improve our products and services and makes no commitment that such research will be commercially released in an Autodesk product or service; and (iii) Trial Versions may contain code that is not fully tested, including errors and faults that may cause total data loss or system failure. Autodesk reserves the right, without any further notice, to end any Trial Versions at any time. APIs provided under trials for other Autodesk products and services are deemed Trial Versions during the Trial Period and are subject to provisions set forth in this Section 6.4, regardless of whether any such APIs have been made generally available. Any use of a generally available APIs after the Trial Period ends will be subject to Section 6.1 (Rights to Developer Offerings), Section 6.3 (Free APIs), Section 9.1 (APS Offerings), any Additional Terms, and the then-current applicable usage limits.

6.5 Third-Party Material/Service

You may have access to Third-Party Material/Service through Developer Offerings. The Third-Party Material/Service may be governed by different terms found in such Third-Party Material/Service (e.g., in the “About Box”), in a web page specified by Autodesk, or in the Documentation or other Additional Terms for Developer Offerings (“Third-Party Terms”). All access to Third-Party Material/Service is governed by the applicable Third-Party Terms and You may be required to agree to separate terms or payment of additional fees. If there are no Third-Party Terms, Your use will be (a) subject to the same terms as the Developer Offering for which You received the Third-Party Material/Service, (b) solely in connection with Your use of such Developer Offering, and (c) limited to the Service Term. You take sole responsibility for determining, obtaining and complying with all Third-Party Terms. You agree that any accessing, viewing, or use of, or reliance on any Third-Party Material/Service by You is at Your sole risk and that under no circumstances will Autodesk be liable for any loss or damage caused by Your accessing, viewing, use of, or reliance on such Third-Party Material/Service. Autodesk will have no responsibility for, and makes no representations or warranties regarding, (i) any Third-Party Material/Service or Your use of Third-Party Material/Service, and (ii) any Third-Party Terms or Your compliance with such Third-Party Terms.

6.6 Use of Your APS Content

In order for You to access or use certain Developer Offerings, or for Autodesk to provide You with certain services, You may wish to upload or otherwise share Your APS Content. Autodesk personnel will not use Your APS Content except (a) at Your request, or with Your consent; (b) in connection with providing and improving Autodesk products and services (including maintaining, securing, updating, or otherwise modifying Autodesk products and services); or (c) in connection with legal obligations, enforcement, investigations, or proceedings. Autodesk may block or remove Your APS Content for any reason, including non-compliance with these Developer Terms. When You provide or make accessible Your APS Content, You authorize Autodesk and its designees to use, reproduce, modify, distribute and make available Your APS Content in connection with providing You with Developer Offerings and the other activities contemplated by these Developer Terms.

You are responsible for ensuring that (i) Your APS Content and its use with any Developer Offering comply with all applicable laws and regulations and these Developer Terms, (ii) Your APS Content will not infringe or misappropriate any intellectual property or proprietary rights of any person, and (iii) You secure backup copies of Your APS Content at all times. You acknowledge that online services may suffer disruptions or outages, and You may not be able to retrieve Your APS Content as a result.

6.7 Collaboration and Sharing

Some Developer Offerings permit You to collaborate with others, including sharing or publishing Your APS Content. If You choose to share or publish Your APS Content, others may be able to use, sell, reproduce, modify, distribute, make available, display, transmit and communicate Your APS Content, and suspending or terminating access will not delete or inhibit access to any of Your APS Content that was earlier shared or published. If You do not want others to have any such access or any of those rights, do not use the sharing, publishing, or other collaboration features of the Developer Offerings and set Your permissions accordingly. Keep in mind that forums and galleries may be public, and submissions are generally public.

A Developer Offering may feature links to Third-Party Material/Service. Such links are provided as a convenience to You. Autodesk does not monitor or control what such third parties will do with Your APS Content. You are responsible for ensuring the appropriate level of access to Your APS Content by any third party. If You authorize any of Your APS Content to be shared with any third party, Autodesk may make Your APS Content available to such third party; Autodesk will, however, have no responsibility or liability for the actions of such third party.

6.8 Automatically Connect to Internet

Developer Offerings may cause Your computers or other devices to automatically connect to the internet (intermittently or on a regular basis)—for example, to validate the proper use of Your entitlement or license, provide You with access to services (including Third-Party Material/Service), or download and install updates or upgrades, all without further notice to You.

7. Your Application and End Users

7.1 Additional Value

Your Application must add significant functionality to Developer Offerings and may not merely offer, expose or be a reimplementation or duplication of an Autodesk product or service (including Developer Offerings) or any portion or feature thereof. Any capability of an Autodesk product or service (including Developer Offerings) to translate from one file format to another is offered to You as an incidental part of such Autodesk product or service or Developer Offerings as a whole and must only be deployed as an incidental part of such Autodesk product or service or Developer Offerings used by Your Application. Your Application may not use any part of Developer Offerings (a) to provide an automated translation service to You, Your End Users, or any third party, or (b) where a substantial portion of the value of Your Application is to provide translation from one file format to another.

7.2 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 Applications, and (c) all related costs, expenses, losses, liabilities, and Claims. Without limiting Your obligations under Section 7.5 (End User Agreement), 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) except as may be expressly provided under these Developer Terms , 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 Developer Offerings or any of Your APS Content that may arise between or among You, Your Authorized Users, any End User, and/or any other third party.

7.3 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 Developer Offerings consistent with industry standards. You will immediately notify Autodesk of any Security Incident that You discover or suspect in connection with Your Application, Developer Offerings, or any related data. Without limiting any of Your other obligations under these Developer 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.

7.4 Compliance with Laws

You will comply with all applicable Laws with respect to Your access to and use of Developer Offerings and Your Applications, including the development, marketing, sale, distribution, use, hosting and support of Your Applications. 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 Developer Offerings 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 Developer Offerings (or any part thereof) being deemed regulated or that may impose any obligations or limitations on Autodesk.

7.5 End User Agreement

If You or Your Authorized Users develop Applications for use by End Users, You will require Your End Users to comply with all applicable Laws. 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 Developer 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, Developer Offerings are provided “AS IS” and You disclaim all warranties and conditions. 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.

8. Autodesk Trademarks

8.1 Use of Autodesk Trademarks

Subject to Your compliance with these Developer Terms, Autodesk permits (and may require) You to use certain Autodesk Trademarks in Your Application or in marketing or promotion of Your Application in a referential phrase to accurately describe that Your Application uses (or is ‘for use with’ or ‘integrates with’ or other accurate descriptor) the Developer Offerings (or other Autodesk product or service, as applicable). If Autodesk makes available to You an Autodesk co-branded partner logo, You may additionally use that logo to indicate your relationship to Autodesk in marketing or promotion of Your Application. When using Autodesk Trademarks, You will comply with the requirements of Autodesk’s trademark guidelines and Autodesk’s brand guidelines, or any other successor site(s) designated by Autodesk, and other requirements communicated by or on behalf of Autodesk from time to time. Except as otherwise permitted or required by Autodesk, You may not indicate that Your Application is “Powered by Autodesk” or similar phrasing.

8.2 Requirements and Restrictions

(a) No Removal or Modification of Autodesk Trademarks

If any Autodesk Trademark appears on any aspect of any Autodesk Technology (e.g., in the load screen and/or screen footer), You may not remove or modify it without Autodesk’s permission and You agree to adhere to Autodesk’s brand guidelines, including agreeing not to obscure or distort such Autodesk Trademark.

(b) Naming of Your Application

You must use Your own application name for Your Application. The name of Your Application may not incorporate any Autodesk Trademarks. Except as otherwise permitted by Autodesk, You may not market or distribute Your Application in a way that imitates Autodesk branding.

(c) Quality of Your Application

To maintain the distinctiveness and goodwill of the Autodesk Technology , You will ensure that Your Application is in compliance with applicable Laws, including as set forth in Section 7.4 (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.

(d) No Other Use

You may not use any Autodesk Trademark in any manner except as implemented by Autodesk in the applicable Developer Offering. You may not use Autodesk Trademarks in a domain name or in a company name.

8.3 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, whether registered or unregistered; (b) use, register, or attempt to register, any Autodesk Trademark 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.

8.4 Review of Marketing Material

If requested by or on behalf of Autodesk, You will promptly provide for Autodesk’s review copies of all marketing and promotional material that use Autodesk Trademarks or that relate to Your Application. If Autodesk, in its sole discretion, determines that Your use of any Autodesk Trademark is not in compliance with these Developer Terms, You will promptly change or stop using the material as directed by or on behalf of Autodesk.

8.5 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 Developer Terms. Effective upon the termination or expiration of the Service Term, You must cease all usage of any Autodesk Trademark.

9. Access Options and Pricing

9.1 APS Offerings 

The APS Offerings are made available to you via the Access Options and pricing described in the Offerings terms.

9.2 ADN Program Membership Pricing and Payment

ADN Program membership pricing is on the ADN Site. You must timely pay the applicable membership fee to participate in the ADN Program. Payment is due within 30 calendar days following the date of invoice. During the membership term, if You change to a higher membership tier, You will be required to pay the difference in pricing between Your current membership tier and the higher membership tier. There are no refunds if You lower Your ADN Program membership tier. 

10. Feedback

If You provide Autodesk with ideas for improvement, suggestions, or other feedback (collectively, “Feedback”), You hereby grant to Autodesk a non-exclusive, transferable, irrevocable, worldwide, royalty-free license (with rights to sublicense) to make, use, sell, offer to sell, reproduce, modify, distribute, make available, publicly display and perform, disclose and otherwise exploit the Feedback and any offerings using the Feedback.

11. Limitations on Use

11.1 Monitor Usage

Autodesk may monitor Your usage of Developer Offerings to verify compliance with these Developer Terms. You will provide Autodesk with any information or material that Autodesk reasonably requests to verify Your compliance with these Developer Terms, including a copy of each of Your Applications and one or more test accounts that will enable Autodesk to access and use each of Your Applications in its entirety, free of charge. Autodesk may suspend or terminate Your access to Developer Offerings (including by Your Authorized Users and/or End Users of Your Applications), Your accounts, entitlements and/or these Developer Terms, if Autodesk determines in its sole discretion that You, Your Authorized Users, Your Application, or End Users: (a) have violated these Developer Terms (including, for example, non-payment of fees), (b) pose a security or privacy risk, (c) have inappropriately accessed, used, or disclosed Developer Offerings, (d) have threatened or damaged, or may threaten or damage, the reputation of any Autodesk Party, or (e) are no longer actively using Developer Offerings (e.g., if no API calls are made for an extended period of time).

11.2 No Use by Competitors

Except with Autodesk’s prior written consent, You may not access or use Developer Offerings if You are a competitor of Autodesk.

11.3 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 Developer Offerings, including the use of cloud computing service providers which may transmit, maintain and store Your APS Content and data using third-party computers and equipment in locations around the world. You acknowledge and agree that any data storage functionality associated with Developer Offerings 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 Developer Offerings. 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 Developer Offerings.

11.4 Acceptable Use of Developer Offerings

You will access and use (and permit access to and use of) Developer Offerings only in compliance with the Acceptable Use Policy.

12. Confidentiality

You or Autodesk (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”) in connection with these Developer Terms or Developer Offerings. The Receiving Party will use the same degree of care as to the Disclosing Party’s Confidential Information that it uses to protect its own confidential information of like kind (but in no event less than reasonable care) and will (a) use the Confidential Information of the Disclosing Party only for the applicable Purpose defined in this Section 12 and in compliance with these Developer Terms, and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to the Confidential Information of the Disclosing Party to those of its officers, directors, employees, or independent contractors who need such access for the applicable Purpose and who are subject to confidentiality obligations with the Receiving Party no less stringent than those in these Developer Terms. The “Purpose”, with respect to You, means use of Autodesk Confidential Information solely for internal purposes to develop Your Application in compliance with these Developer Terms and for no other purpose. The “Purpose”, with respect to Autodesk, means use of Your Confidential Information in connection with these Developer Terms, including to administer and provide Developer Offerings (for example, reviewing Your Application for compliance with these Developer Terms and, if You are an ADN Program member, reviewing Your ADN Membership Application and providing support to You under the ADN Program). Notwithstanding the definition of “Confidential Information” in Section 20 (Definitions), The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by Law to do so. The Receiving Party will give the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and take reasonable steps to limit such disclosure. Autodesk may also disclose Your Confidential Information to comply with any governmental or regulatory body request (including subpoenas or court orders), as part of a legal proceeding involving Autodesk, or at Your request. If disclosure is made at Your request, You will be responsible for the costs of compiling and providing access to Your Confidential Information. 

13. Autodesk Proprietary 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 Developer Offerings and other Autodesk Technology and all copies thereof. All rights not expressly granted to You under these Developer 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 Developer Terms.

Notwithstanding anything to the contrary in these Developer 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 Technology.

14. Deleting Your APS Content

If You delete Your APS Content from Developer Offerings, 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.

15. Similar Autodesk Features and Products

You understand that Autodesk evaluates, designs, develops and acquires software and other products, and that products and features independently developed, evaluated, designed, or acquired by or on behalf of Autodesk may contain ideas and concepts similar to those that may be developed by You. Nothing in these Developer Terms will prevent Autodesk from licensing, acquiring or independently developing and marketing, directly or indirectly through third parties, products and features similar to and competitive with software and features developed by, or on behalf of, You. Nothing in these Developer Terms will be construed to grant You any rights in any such independently developed products and features, whether developed, licensed or otherwise acquired by or on behalf of Autodesk, or any rights to the revenues or any portion derived by or on behalf of Autodesk from the use, sale, lease, license or other disposal of any such independently developed products and features.

16. Warranty Disclaimers, Limitations of Liabilities

16.1 Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AUTODESK TECHNOLOGY 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 TECHNOLOGY, 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 TECHNOLOGY IS AT YOUR OWN DISCRETION AND RISK. THE AUTODESK PARTIES DO NOT WARRANT THAT: ANY USE OF OR ACCESS TO THE AUTODESK TECHNOLOGY 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 APS 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 TECHNOLOGY 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 TECHNOLOGY; (2) USE OF THE AUTODESK TECHNOLOGY INCLUDING ANY CONTENT, DATA, INFORMATION, OR OTHER MATERIAL ACCESSED BY YOU (INCLUDING YOUR AUTHORIZED USERS) OR YOUR END USERS IN CONNECTION WITH THE AUTODESK TECHNOLOGY 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 TECHNOLOGY IS OR WILL BE APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR GEOGRAPHIC AREA, JURISDICTION OR LANGUAGE. THIS SECTION 16.1 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 DEVELOPER TERMS. NEITHER PARTY HAS MADE ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, REGARDING ANY MARKETING EFFORT THAT AUTODESK MAY UNDERTAKE (FOR EXAMPLE, THE SCOPE OR DURATION), OR THE SUCCESS OF ANY SUCH MARKETING EFFORT. NEITHER PARTY HAS RELIED ON ANY EXPRESS OR IMPLIED REPRESENTATION OF THE OTHER PARTY, WRITTEN OR VERBAL, AS AN INDUCEMENT TO ENTERING INTO THESE DEVELOPER TERMS.

16.2 Functionality Limitations

THE AUTODESK TECHNOLOGY OFFERED BY AUTODESK IS NOT A SUBSTITUTE FOR YOUR OWN JUDGMENT, PROFESSIONAL JUDGMENT OR INDEPENDENT TESTING, DESIGN, ESTIMATION OR ANALYSIS, AS APPLICABLE. DUE TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE AUTODESK TECHNOLOGY, THE AUTODESK TECHNOLOGY HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT 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 ACCESSED THROUGH THE AUTODESK TECHNOLOGY (INCLUDING, IF APPLICABLE, AUGMENTED REALITY OR VIRTUAL REALITY FUNCTIONALITY) OR ANY OF YOUR APPLICATIONS IN CONNECTION WITH THE AUTODESK TECHNOLOGY. YOU ARE RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT AND CONTROL, AND USE OF THE AUTODESK TECHNOLOGY AND YOUR APPLICATIONS. THIS RESPONSIBILITY INCLUDES THE DETERMINATION OF APPROPRIATE USES FOR THE AUTODESK TECHNOLOGY AND THE SELECTION OF THE AUTODESK TECHNOLOGY 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 YOUR APPLICATIONS IN CONNECTION WITH THE AUTODESK TECHNOLOGY (IF ANY), INCLUDING ALL ITEMS VIEWED OR DESIGNED USING AUTODESK TECHNOLOGY. THERE ARE NO SERVICE LEVEL AGREEMENTS MADE IN CONNECTION WITH THE AUTODESK TECHNOLOGY.

16.3 Hazardous Activities Disclaimer

THE AUTODESK TECHNOLOGY IS NOT FAULT TOLERANT AND IS NOT SUITABLE FOR USE IN HAZARDOUS ACTIVITIES. YOU REPRESENT AND WARRANT THAT YOU WILL NOT USE ANY AUTODESK TECHNOLOGY 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 TECHNOLOGY 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 ON YOUR BEHALF) OF ANY AUTODESK TECHNOLOGY IN CONNECTION WITH HAZARDOUS ACTIVITIES.

16.4 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 DEVELOPER 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 DEVELOPER TERMS OR THE SUBJECT MATTER HEREOF WILL NOT EXCEED THE GREATER OF (i) ALL AMOUNTS PAID OR DUE FROM YOU FOR THE DEVELOPER OFFERINGS 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 Developer 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).

16.5 Basis of the Bargain

You and Autodesk acknowledge and agree that the warranty disclaimers, limitations of liability, and indemnities in these Developer 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 Technology and rights granted under these Developer Terms, and Autodesk would not have entered into these Developer Terms, or provided the Autodesk Technology or granted rights under these Developer Terms, in the absence of such warranty disclaimers, limitations of liability and indemnities.

17. 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 and legal expenses) suffered or incurred by the Autodesk Parties by reason of any Claim arising out of or relating to (a) Your Application, Your APS Content, Your Authorized Users or Your End Users, including any assertion that Your Application or Your APS 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 7.5 (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 Developer Terms, applicable end user licenses for Autodesk’s products and services or applicable Laws; or (c) access to or use of the Autodesk Technology 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) a Developer Offering as provided by Autodesk infringes a copyright or patent or misappropriates a trade secret of any third party, or (ii) the name of a Developer Offering infringes a trademark of a third party.

18. Term and Termination

18.1 Term

These Developer Terms will become effective on the Effective Date and continue in effect until the first to occur of: (a) the termination of Your Autodesk account, (b) the discontinuance of Developer Offerings that You use, or (c) the date these Developer Terms are otherwise terminated in accordance with these Developer Terms (“Service Term”).

18.2 Termination and Other Remedies for Breach

Autodesk and You each have the right to terminate these Developer Terms if the other party is in breach of these Developer Terms and fails to cure such breach within ten (10) days after written notice of the breach, provided that breach for non-payment under Section 9.1 (APS Offerings) is covered by the Offerings terms. In addition, if Your account has been inactive for extended period of time in Autodesk’s discretion, or if You otherwise fail to comply with the provisions of these Developer Terms, Autodesk may terminate these Developer Terms, or as an alternative to termination and in its sole discretion, (a) suspend access to Developer Offerings (including by You, Your Authorized Users, End Users and/or Your Applications), and/or (b) suspend other Autodesk obligations or Your rights under these Developer Terms.

18.3 Other Termination Rights

Autodesk may terminate these Developer Terms or Your (including Your Authorized Users’, End Users’ or Your Application’s) access to the Autodesk Technology, Your account(s) and membership in the ADN Program if You become subject to bankruptcy proceedings, become insolvent, or make an arrangement with Your creditors. These Developer Terms will terminate automatically without further notice or action by Autodesk if You go into liquidation. Autodesk may also terminate these Developer Terms, and/or terminate Your (including Authorized Users’, End Users’ or Your Application’s) access to the Autodesk Technology, Your account(s) and membership in the ADN Program if the continued provision of the Autodesk Technology to You, Your Authorized Users, or Your End Users is prohibited by applicable Law or as otherwise required by applicable Law.

18.4 Effect of Termination

Upon termination of these Developer Terms for any reason, You, Your Applications, Your Authorized Users, and End Users must immediately (a) cease accessing or using Developer Offerings and uninstall all copies of materials related to Developer Offerings, (b) destroy all copies of the foregoing and any Autodesk Confidential Information that may be in Your (including Your Authorized Users’) possession, custody or control, and (c) remove all Developer Offerings from all of Your software and other materials, including Your Application.

18.5 Effect of Termination on Your APS Content

Upon termination of these Developer Terms for any reason, Autodesk will have the right to immediately deactivate Your accounts and suspend access to Your APS Content and, following the Content Retrieval Period, may delete, without notice, Your APS 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 Developer Offerings, Autodesk will grant You limited access to Developer Offerings for the sole purpose of allowing You to retrieve any of Your APS Content that remains available via Developer Offerings.

18.6 Survival

The following provisions of these Developer Terms will survive expiration or termination and continue to apply indefinitely: Sections 4 (You Own Your Own Work), 5 (Privacy Statement), 6.1 (Rights to Developer Offerings solely with respect to the restrictions set forth in Section 6.1), 6.2(b) (Rights to ADN Software solely with respect to the restrictions set forth in Section 6.2(b)), 6.5 (Third-Party Materials/Service), 6.6 (Use of Your APS Content), 6.7 (Collaboration and Sharing), 7.4 (Compliance with Laws), 7.5 (End User Agreement), 8.3 (Inure to Autodesk’s Benefit, No Challenges), 8.5 (Revocation or Termination of Rights), 9 (Access Options and Pricing), 10 (Feedback), 11 (Limitations on Use), 12 (Confidentiality), 13 (Autodesk Proprietary Material), 15 (Similar Autodesk Features and Products), 16 (Warranty Disclaimers, Limitations of Liabilities), 17 (Indemnification), 18 (Term and Termination), 19 (Miscellaneous), and 20 (Definitions).

19. Miscellaneous

19.1 Change, Limit or Discontinue Developer Offerings

Autodesk may improve, change, restrict or discontinue Developer Offerings (including features, functions, APIs or software) in Autodesk’s discretion. Autodesk will endeavor to provide notice of any material change to any Developer Offerings that, when taken as a whole, has a materially adverse impact on Developer Offerings, including any planned discontinuation of Developer Offerings; except that Autodesk will have no obligation to provide notice for any changes made (a) for security or legal reasons, or (b) to any Third Party Material, Free APIs and/or Trial Versions. Autodesk bears no responsibility or liability for any change or discontinuation. Autodesk may release subsequent versions of Developer Offerings (including adding or removing functionalities or features), and Autodesk may modify, suspend, replace or discontinue any Third-Party Material/Service, and/or make changes to Developer Offerings that may not be backwards compatible with Your Applications. Autodesk may require You to use the most recent version of Developer Offerings. You agree to update Your Applications as soon as practicable following Autodesk’s release of a new version of Developer Offerings. You are responsible for ensuring that Your access to and use of Developer Offerings is compatible with Autodesk’s then-current requirements. The Additional Terms may contain additional restrictions or limits. Notwithstanding anything to the contrary in these Developer Terms, Autodesk may at any time impose or adjust the capacity limits for any API during any individual session or in the aggregate. Developer Offerings may not be available in certain geographical areas or languages.

19.2 Terms May Change

Autodesk may modify these Developer Terms at any time. Autodesk will provide notice of those modifications in a manner deemed reasonable by Autodesk, including posting on the Developer Site. If any modification is unacceptable to You and You do not wish to continue using Developer Offerings under the updated Developer Terms, You must immediately cease accessing and using Developer Offerings and terminate these Developer Terms in accordance with Section 18 (Term and Termination). If You continue to access or use any Developer Offerings following any notice of modification to these Developer Terms, You will be deemed to have accepted the modified Developer Terms. You can determine when these Developer Terms were last modified by referring to the revision date of these Developer Terms.

19.3 Autodesk Contracting Entity, Governing Law, Dispute Resolution

(a) General

Depending on where Your principal place of business is (or, if You are an individual, where You are a resident), these Developer Terms are between You and the Autodesk Contracting Entity set out below. The governing law for these Developer Terms, including any rights, obligations and claims of the parties, will be as specified below. Similarly, any dispute or claim arising out of or relating to these Developer Terms, including the breach, performance, termination, enforcement, interpretation or validity of these Developer Terms (and whether under contract, tort, including strict liability, competition law, or otherwise), and including the determination of the scope or applicability of the dispute resolution provisions of these Developer 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 Contracting Entity" means the following Autodesk entity:

Governing law is:

Exclusive jurisdiction/forum for dispute resolution:

United States and Canada

Autodesk, Inc., a Delaware corporation

(i) State of California and (ii) to the extent controlling, federal laws of the United States

Arbitration administered by ADR Services, Inc. (“ADR Services”), pursuant to Section 19.3(b) (Binding Arbitration and Dispute Resolution for United States and Canada) below and (to the extent not inconsistent with such section) in accordance with the arbitration rules of ADR Services as in effect when the notice of arbitration is submitted. The seat of the arbitration will be San Francisco.

Mainland China, Hong Kong, and Macau

Autodesk, Inc., a Delaware corporation

Singapore

Arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC as in effect when the notice of arbitration is submitted. The seat of the arbitration will be Singapore.

Australia

Autodesk, Inc., a Delaware corporation

(i) State of New South Wales, and (ii) to the extent controlling, federal laws of Australia

Courts of New South Wales

Asia, Oceania, and the Asia-Pacific region, other than Mainland China, Hong Kong, Macau, and Australia.

Autodesk, Inc., a Delaware corporation

Singapore

Courts of Singapore

Europe, the Middle East, and Africa

Autodesk Ireland Operations Unlimited Company, an Irish company

Ireland

Courts of Ireland

Worldwide (unless in a country or region described above), including Mexico, South America, Central America, Caribbean region, and Antarctica

Autodesk, Inc., a Delaware corporation

(i) State of California, and (ii) to the extent controlling, federal laws of the United States

(i) United States District Court for the Northern District of California in San Francisco, or (ii) courts of the State of California, County of San Francisco

(b) Binding Arbitration and Dispute Resolution for United States and Canada

If Your principal place of business (or, if You are an individual, Your residence) is in the United States or Canada, the following informal dispute resolution and binding arbitration provisions apply to You:

(i) Informal Dispute Resolution and Binding Arbitration

Autodesk seeks to resolve any Claim or dispute informally. If You or Autodesk have a Claim arising out of or relating to an Autodesk Technology or these Developer Terms, You and Autodesk will first seek to resolve the Claim informally by providing notice of the Claim in the manner described below for Notices and cooperating with the other party to try to address the matter amicably. If the Claim is not resolved through informal dispute resolution within 30 days after receipt of the notice of a Claim, either party may proceed with formal dispute resolution.

You and Autodesk agree to binding individual arbitration of any Claim arising out of or relating to Autodesk Technology or these Developer Terms and waive any right to go to court and have a trial in front of a judge or jury. The United States Federal Arbitration Act, including its procedural provisions, and not state law, governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be conducted by ADR Services pursuant to its rules and as set forth in this Section 19.3. To commence arbitration, a party must send a written demand for arbitration that describes the Claim and request for relief with the details required by the ADR Services rules (“Demand”). Any Demand from You to Autodesk must be sent to Autodesk, Inc., The Landmark @ One Market, Suite 400, San Francisco, California 94105 USA, Attention: Chief Legal Officer. Any Demand from Autodesk to You must be sent to the address You provided during the informal dispute-resolution process described above or, if no address was provided, sent as described in Section 19.10 (Notices) below.

(ii) Fees for Binding Arbitration

Payment of all arbitrator fees will be governed by the ADR Services rules, except to the extent that any fees (including attorneys’ fees) and costs paid by either party are re-allocated upon order of the arbitrator following a determination that (1) You or Autodesk breached any of the provisions of this Section 19.3, (2) the substance of Your or Autodesk’s Claim or the relief sought by You or Autodesk was frivolous or brought for an improper purpose, or (3) re-allocation is otherwise permitted under applicable Law. If Autodesk brings a Claim against You, Autodesk will pay all ADR Services fees associated with the Claim. If You bring a Claim against Autodesk, You and Autodesk will split those fees evenly. Further, if the arbitrator determines that You are unable to pay any part of those ADR Services fees, Autodesk will pay them for You.

(iii) Mass Filings

If You bring a Claim against Autodesk that is similar to the Claims of at least 24 other customers or users, or if You and at least 24 other customers or users with Claims against Autodesk are represented by the same lawyers or by lawyers who are coordinating with each other (in either case, a “Mass Filing”), You and Autodesk agree to the following protocol:

ADR Services will randomly assign sequential numbers to each of the Claims included in a Mass Filing, after which the Claims numbered 1-10 will be designated the “Initial Test Cases” and will proceed to arbitration. The filing fees will be paid only for the Initial Test Cases; for all other Claims, the filing fees (together with any arbitrator consideration of the other Claims) will be held in abeyance, and neither You nor Autodesk will be required to pay any such filing fees. The arbitrator will render a final award for the Initial Test Cases within 180 days after the initial pre-hearing conference, unless such period is extended by the arbitrator. Thereafter, the results of the Initial Test Cases will be given to a mediator, and such mediator and the parties will have 90 days from the mediator’s appointment (the “Mediation Period”) to agree on a resolution or substantive methodology for resolving the remaining Claims. If the parties are unable to resolve the remaining Claims during the Mediation Period, either party may choose to opt out of the binding arbitration process and proceed in court with the remaining Claims. Notice of any opt-out must be provided in writing within 60 days after the close of the Mediation Period. Absent notice of an opt-out, the remaining Claims will be arbitrated individually in the order determined by the sequential numbers assigned to the Claims in the Mass Filing. Filing fees for each Claim will be due upon commencement of the arbitration of such Claim.

(iv) Determination of Arbitrability, Enforcement of Rights

The arbitrator will have the right to determine the arbitrability of any Claim.

Notwithstanding the foregoing arbitration provision, each party may enforce its, or its licensors’, patent, copyright, trade secrets or trademark rights in any court of competent jurisdiction.

(c) Waiver of Class or Consolidated Actions

All Claims arising out of, or relating to, Autodesk Technology or these Developer Terms must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.

(d) Injunctive and Other Equitable Relief

Notwithstanding any other provisions of these Developer Terms, if a Claim is subject to resolution in the specified court or courts under Section 19.3(a) (General) above, Autodesk may apply for injunctive relief and other equitable remedies (or their equivalent) in any jurisdiction or forum, including any available court. If a Claim is subject to arbitration, either party may apply to a court of competent jurisdiction for interim measures necessary to preserve the parties’ rights, including pre-arbitration attachments or injunctions, and any such request will not be deemed incompatible with, or a waiver of, the agreement to arbitrate.

19.4 Export

Your use of Autodesk Technology must comply with all applicable Export Control Laws. You must not access or use Autodesk Technology 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 Autodesk Technology 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 Autodesk Technology to upload or transmit any content or materials that cannot legally be exported or to disclose, transfer, download, export or re-export, directly or indirectly, Your APS Content, Autodesk Technology 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.

19.5 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.

19.6 Relationship

The parties’ relationship to each other under these Developer Terms is strictly that of independent contractors and nothing in these Developer 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 obligations and exercising its rights under these Developer Terms, unless expressly provided otherwise in these Developer Terms. 

19.7 Severability

If and to the extent any provision of these Developer Terms is held unenforceable under applicable Law, (a) such provision will be deemed modified to the extent reasonably necessary to conform to applicable Law but to give maximum effect to the intent of the parties set forth in these Terms, and (b) such provision will be ineffective only as to the jurisdiction in which it is held unenforceable without affecting enforceability in any other jurisdiction.

19.8 No Waivers

A party may only waive its rights under these Developer Terms by a written document executed by the party that waived its rights. Any failure to enforce any provision of these Developer Terms will not constitute a waiver thereof or of any other provision hereof. 

19.9 Assignment

You may not assign or transfer (by operation of law or otherwise) any of Your rights or obligations under these Developer Terms without Autodesk’s prior written consent. Autodesk may freely assign or transfer any of its rights or obligations under these Developer Terms. Any unauthorized assignment or transfer will be null and void.

19.10 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 Developer Offerings (for example, through a notification function or sign-in notification) or Developer 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 permitted by applicable Law.

19.11 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.

19.12 US Government

For U.S. Government procurements, Developer Offerings 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 in these Developer Terms.

19.13 Force Majeure

Except for any payment obligations under Section 9 (Access Options and Pricing), 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 Autodesk Technology 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.

19.14 Entire Agreement

These Developer 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 Developer Terms may be amended only as expressly set forth in these Developer Terms (including, with respect to the Additional Terms, as set forth in such Additional Terms). If there is any conflict between these APS Terms and any Additional Terms, then the following order of precedence will govern: the Acceptable Use Policy, the Offerings terms, these APS Terms, any other Additional Terms, and the Autodesk Terms of Use.

19.15 Language of Terms, Interpretation

The English language version of these Developer Terms will be the version used when interpreting or construing these Developer Terms, and any notices or other communications in connection with these Developer 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 Developer Terms to “days” are to calendar days unless otherwise specified. The section headings used in these Developer 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 Developer 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 Developer Terms are cumulative and are in addition to, and not in lieu of, any other rights and remedies available under applicable Law.

20. Definitions

“Access Option” means the access options for APS Offerings described in the Offering terms.

“Additional Terms” means all additional guidelines, rules, policies, pricing, terms and conditions applicable to the Developer Offerings referenced in these Developer Terms (including by hyperlink), available on the Developer Site, in the Documentation or Developer Offerings, or otherwise communicated by Autodesk to You.

“ADN Membership Application” means Your completed Autodesk application form, and all related materials or information utilized or submitted to Autodesk, for participation in the ADN Program.

“ADN Program” means the Autodesk Developer Network program which provides certain benefits (including ADN Software) to members for purposes of developing Applications.

“ADN Software” means Autodesk’s software products and services made available by Autodesk to ADN Program members.

“APIs” means application programming interfaces, software development kits (SDKs), Sample Code, Documentation, tools, libraries, scripts and similar developer materials.

“Application(s)” means a product, service, software application, module, component, functionality, or website that: (a) complements, extends, integrates or interfaces with the Autodesk platform, services or products, and (b) uses, accesses, or was developed using any Developer Offerings.

“APS Offerings” means APIs made available by Autodesk but excludes Included APIs (as defined in the Offerings terms) and Trial Versions.

“Authorized Users” or “Your Authorized Users” means Your individual employees, consultants, contractors and agents who access and use Developer Offerings solely on Your behalf.

“Autodesk” means Autodesk, Inc., a Delaware (United States) corporation, together with its subsidiaries and other affiliates.

“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.

“Autodesk Technology” means Developer Offerings, Developer Site, Autodesk Trademarks, Metrics, Autodesk products and services, and any other technology, data, material or support/services provided or used in connection with, or derived from, any Developer Offerings, together with all related intellectual property rights. For clarity, Autodesk Technology does not include Your APS Content.

“Autodesk Trademark(s)” means the trade names, trademarks, service marks, product names and other distinctive brand features of Autodesk.

“Claim” means any legal claim, suit or proceeding.

“Confidential Information” means information not generally known to the public that is (a) made available or disclosed by a Disclosing Party to a Receiving Party in writing and (b) designated by the Disclosing Party in writing as “confidential.” Nonetheless, Confidential Information does not include (i) any information that (1) becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (2) was known to the Receiving Party before receipt from the Disclosing Party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party; (3) is received from a third party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party; or (4) was independently developed by the Receiving Party without access to Disclosing Party’s Confidential Information; (ii) any of Your APS Content that You send to, or allow to be accessed by, a third party through a Developer Offering; or (iii) any Feedback. Autodesk Confidential Information in any event includes the non-public aspects of (A) Developer Offerings (including all Trial Versions) and any related product plans, technology and other technical information (including any APIs and the structure, source code and organization of the APIs and information that specifies the requirements for interfacing to the APIs), and any elements of Your development using, disclosing or based on use of any of the foregoing, and (B) business plans, roadmaps and negotiations.

“Developer Offerings” means APS Offerings and, if You are an ADN Program member, the ADN Software.

“Developer Site” means the ADN Site and Autodesk developer portals, including the ADN Program members portal, that provide access to, and information and materials about, Developer Offerings, or any other successor site designated by Autodesk.

“Documentation” means the then-current developer documentation and any technical, security and legal requirements for a Developer Offering, including API specification information that specifies the requirements for interfacing to (e.g., accessing or directing the functions of) any Developer Offerings. Documentation includes developer guides, ReadMe files and in-code documentation pertaining to any Developer Offerings.

“End User” or “Your End User” means Your customers and/or other users who will be using Your Applications.

“Effective Date” means the date You first agree to these Developer Terms by selecting the box or other action indicating that You have read and agree to these Developer Terms, or if earlier, the date You first access or use of any Developer Offerings.

“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.

“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, use of Autodesk Technology as a safety component in any critical infrastructure or activities with a risk of leading to death, personal injury, or server physical or environmental damage.

“Law” means any statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule, law or other requirement of or by any governmental authority.

“Metrics” means data and other information regarding access to and use of the Developer Sites or any Developer Offerings, which includes information regarding usage of features, functions, storage, metadata, indexes and similar information regarding usage, access, volume, type, storage and processing of Your APS Content (but not Your APS Content itself).

“Offering terms” means these Offering terms.

“Personal Data” has the meaning set forth in the Privacy Statement.

“Sample Code” means code that is expressly designated by Autodesk as eligible to be used for the purposes of developing Your Applications, including code that demonstrates how to use an API.

“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).

“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.

“Service Term” has the meaning set forth in Section 18.1 (Term).

“Third-Party Material/Service” means third-party technology, designs, models, libraries, links, data, applications, software, services or other third-party material.

“Trial Versions” means any Developer Offering or any features thereof that Autodesk may make available that are labelled or offered as “pre-release,” “restricted release,” “tech preview,” “alpha,” “beta,” “trial,” “evaluation” or similar designation and includes all APIs made available to You through a trial account for another Autodesk product or service.

“Your APS Content” means (a) any files, designs, models, data sets, images, documents, code or similar material submitted or uploaded to any Developer Offering by You (or Your Authorized Users) and (b) Your specific output generated from the use of any Developer Offering based on Your own raw data or information.