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Last Updated: June 1, 2015
FOR ONLINE PURCHASES WHERE THE SELLER (INCLUDING AUTODESK AS SELLER OF RECORD) REFERENCES THESE TERMS OF SALE INCLUDING THROUGH ANY OF THE FOLLOWING:
https://projectignite.autodesk.com/;
https://spark.autodesk.com/ember; or
PLEASE READ THESE TERMS AND CONDITIONS OF SALE (“TERMS OF SALE”) CAREFULLY. THEY CONTAIN LEGALLY BINDING TERMS THAT GOVERN ANY PURCHASE OF GOODS, SERVICES OR TRANSACTIONS YOU ORDER (“ORDER”) THROUGH ANY WEB SITES OR OTHER SERVICE LOCATIONS TO WHICH THESE TERMS OF SALE ARE ATTACHED INCLUDING THOSE LISTED ABOVE (EACH A “SERVICE”). THESE TERMS CONTAIN RESTRICTIONS, DISCLAIMERS, LIMITATIONS OF LIABILITY, AND A CHOICE OF LAW.
The online purchase transaction to which these terms and conditions are linked or attached (“Transaction”) is subject to the terms and conditions set out below which create a contract (the "Agreement") between Autodesk, Inc., a Delaware corporation having its principal place of business at 111 McInnis Parkway, San Rafael, California 94903, USA ("Autodesk") and you, on behalf of yourself and any Company (defined below) you are acting for (collectively referred herein as “you” or “your” or “yours”) and govern that Transaction.
By placing an Order or by clicking the button or mechanism designed to acknowledge agreement to these terms and conditions in the Autodesk online cart through which you place your Transaction order (the “Online Cart”), you (i) are indicating that you have read these terms and conditions, understand them, and agree to be legally bound to them, on behalf of the company, organization or other legal entity for which you are acting (for example, as an employee) (“Company”) or if there is no Company, on behalf of yourself as an individual; and (ii) you represent and warrant that you have the right, power and authority to act on behalf of and bind your Company (if any) or yourself (if there is no such entity).
Whenever you place a Transaction order through the Autodesk Online Cart to which these Terms of Sale are linked or attached, the version of these terms and conditions in effect on the date you place that order shall govern that Transaction. These terms and conditions may change from time to time, so please review them upon submission of each order, even if you have reviewed them before. We recommend that you print and keep a copy of these terms and conditions (and any other documents referred to in these terms and conditions) for your reference.
Note that your use of all products, services, subscriptions, licenses or other Items are subject to additional Terms of Service (defined below).
These Terms of Sale consist of
• Terms of Sale for Consumer Buyers
• Terms of Sale for Business Buyers
1. Seller Terms
(i) “Seller” - i.e., the person offering an “Item” through the applicable Service for a price or free of charge; and
(ii) “Buyer” - i.e., the person obtaining an Item through a Transaction
Your use of an Item or Service is subject to the applicable terms of service or terms of use governing the applicable Service or website through which the Transaction is offered, as such Terms of Service may be amended from time to time (individually, jointly and severally the “Terms of Service”), which applicable Terms of Service are hereby incorporated by reference and a fully legally binding part of the Agreement, except to the extent inconsistent with these Terms of Sale.
We may from time to time act as Seller in a Transaction with you (as Buyer), and if we do, Section 2 or Section 3 will apply to us in addition to this Section 1 and the Terms of Service. But, with respect to Transactions between you and a Seller other than us, Section 2 or Section 3 (as applicable) applies only between you and the other Seller and Autodesk is not a party to that Transaction. References to “Agreement” shall be taken to mean the agreement between you and the Seller or the Buyer (as the case may be).
You can access and use the applicable Service as a Buyer “as is,” at your own risk. We do not offer any warranties and we do not take responsibility for actions and omissions of any other end users of the applicable Service. The Terms of Service contain important provisions in addition to these Terms of Sale, including restrictions, disclaimers, limitations of liability and other terms and conditions, which affect your rights.
If you use the applicable Service as a Seller, then you have rights and obligations as a Seller under Section 2 or 3 vis-à-vis the Buyer, depending on whether the Buyer meets the requirements of Section 2.1. For the purposes of Section 2 or 3, as applicable, the term “you” shall then be understood to mean the Buyer and the term “Seller” then refers to you.
2. Terms of Sale for Consumer Buyers
2.1 Applicability. This Section 2 applies to you if you purchase or otherwise acquire any Item from any Seller on the applicable Service and you (i) are an individual, (ii) are not acting wholly or mainly in the course of any trade, business, craft or profession (for example, without limitation, acting on behalf of a Company), and (iii) have not agreed to different or separate sales terms with the Seller. If either subsection 2.1(i) or 2.1(ii) does not apply to you, the remainder of this Section 2 does not apply to you and instead Section 3 applies.
2.2 Orders. By clicking on the “place my order” or ”buy now” button on the order summary or shopping cart page, you are making on offer to purchase the selected Items (an "Order") which the Seller may or may not accept at its discretion. Unless otherwise specified, you will receive a prompt acknowledgement of your Order from the applicable Service, but this does not constitute acceptance of it. You will be notified as to acceptance or non-acceptance of your Order after it is submitted by way of an e-mail Order confirmation.
Autodesk and/or its designated payment service provider(s) will manage some or all of the Order process for your purchase, in some cases only as to the payment transaction, and in other cases as to fulfillment (e.g., shipping, and/or handling). Contact us as soon as possible if you need to change or cancel your Order by submitting a support ticket at the “Site Support” link at the bottom of the homepage for the applicable Service. Some Orders may ship the next day, so it may not be possible to change them. Items with longer lead times can often be edited if necessary; please try to ensure your Order is as accurate as possible when submitting it. We may keep records of Orders received, acknowledgements, acceptances and other contract records for a reasonable period of time, but you should not rely on this. We may be able to provide you with copies on written request, however, you must make sure you print a copy of all such documents, these Terms of Sale, and other applicable terms and conditions for your own records.
Availability of Items is subject to change. If an Item is not available when you place your Order, Seller will do its best to advise you when the Item will be available, if at all. Seller makes no representations as to the availability of Items nor shall it be liable for any claims or damages arising in connection with Items which are out of stock, slow to ship or otherwise unavailable, provided that reasonable efforts will be used to deliver the Items without undue delay and in any event within thirty (30) days from acceptance of your Order. Since Seller can give no guarantee as to the timeliness of any delivery, you should not, and acknowledge that you shall not, use the applicable Service where delivery in a particular timeframe is essential. If delivery in a shorter timeframe is required then please discuss this with Seller prior to placing your Order. Seller reserves the right to discontinue the sale of any Item at any time.
2.3 Price and Payment. The currency and purchase price for the Item together with any VAT, sales and other taxes, duties (including customs duties), fees and similar charges, and shipping and handling charges (where applicable) will be specified prior to placing your Order.
Payment must be received in full by us prior to acceptance of an Order. If your Order is subsequently refused, Seller will refund any payment taken in full. Only payments by credit card vendors accepted by us, or through our accepted payment service providers or other gateways (e.g., BlueSnap, Stripe, PayPal or BrainTree), will be permitted. Seller does not offer any credit terms. Where applicable, and except as otherwise set forth on your specific Order confirmation for the applicable Item, all taxes, duties, and shipping and handling costs, including shipping insurance, shall be solely your responsibility and be payable and paid solely by you.
2.4 Shipment. Unless otherwise specified by the Seller, risk of loss, damage, and title to shipped physical products passes from Seller to you upon delivery to you or a person identified by you as authorized to receive the goods.
PLEASE NOTE: If you are in country different from that of the Seller and Seller ships internationally, you the buyer are the importer of record and solely responsible for any and all VAT, tariff, duty, taxes, handling fees, customs clearance charges, etc. required by your state, province and/or country. Seller does not collect this beforehand, and cannot give you an estimate of the cost, because it varies widely around the world. Please do your research so you're ready to get your package cleared through customs, and have an idea of what the additional cost will be.
If any license or consent of any government or other authority is required for the acquisition, import or use of Items by you, you shall obtain such license or consent at your own expense and if necessary produce evidence to us on demand. Failure so to do shall not entitle you to withhold or delay payment of the price. Any additional expenses or charges incurred by Seller resulting from such failure shall be met by you.
2.5 Product Restrictions. Except as subject to the following paragraph or mandatory law, you shall not, directly or indirectly: (i) modify, enhance, adapt, translate, make improvements to, create derivative works based upon, disassemble, decompile, reverse engineer, reduce to any human or machine perceivable form, or circumvent any technological measure that controls access to or permits derivation of the source code of, a product or any part thereof; (ii) reverse engineer a product, any part thereof, or any composition made using a product; (iii) change, distort, or delete any patent, copyright or other proprietary notices which appear in writing on or in a product; (iv) make or permit use of any trademark, trade name, service mark or other commercial symbol of a Seller without its prior written consent; (v) operate or make use of a product that in any way violates applicable laws and regulations; and/or (vi) take or permit any other action which could impair a Seller’s rights, or damage the image or reputation of quality inherent in the product or the Seller business, reputation, intellectual property, or other valuable assets or rights.
If you are resident in the European Union, you have certain rights to decompile software if: (i) this is necessary to obtain the information that you need to make the software interoperable with other software; and (ii) the Seller has not made that information available to you. However, before reverse engineering or decompiling any software, you must first write to the Seller and ask it to provide you with the interoperability information that you need. Please provide full details of your requirements so that the Seller can assess what information you need.
The Seller may impose reasonable conditions on providing interoperability information. You must use that information only for the purpose of making the software interoperable with other software. You must not use that information for any other purpose. You will not reverse engineer, decompile or otherwise try to discover the source code of the software unless you have first written to the Seller requesting interoperability information and it has failed to provide you with that information within sixty (60) days of receipt of your request or if it has failed to offer to provide you with interoperability information on reasonable conditions.
2.6 Product Characteristics. In relation to consumers based in the European Union, the Seller acknowledges its obligation to supply products in conformance with their descriptions. You acknowledge that, due to the nature of the products, there may be some minor variation from the Item's description and this should not be considered a breach of this obligation.
2.7 Warranty; Limitation on Liability.
2.7.1 No Express Warranty in these Terms. Unless an Item is accompanied by an express consumer warranty from the Seller or a product manufacturer, Seller does not extend any express guarantees, warranties or representations.
If a Seller - or the manufacturer of an Item offered by a Seller - offers limited and/or extended warranties outside the terms of this Agreement, such warranties may be included with the Item (for example, on warranty statements shipped in the box with physical products) or purchased separately directly from the Seller or manufacturer. For more information please see the applicable manufacturer’s website or contact the Seller.
2.7.2 Implied Consumer Warranties.
If you are a consumer based in the European Economic Area, you may be entitled to an implied warranty of not less than two (2) years under mandatory consumer protection laws and your rights under such laws shall not be affected by this Agreement. Other than those implied warranties which cannot be excluded as to title, conformance with description, quality, and fitness for purpose, and any other warranties which cannot be excluded by mandatory law, the Seller disclaims any implied conditions, warranties and representations to the maximum amount permitted.
If you are a consumer based in the United States and you acquire an Item that is covered by an express written warranty, then any implied warranties that you may be entitled to shall be limited in duration to the duration of the written warranty, if such limitation is conscionable and is set forth in clear and unmistakable language and prominently displayed on the face of the warranty. If you are a consumer based in the United States and you acquire an Item that is not covered by an express written warranty, then Seller disclaims any and all representations and warranties, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, title or non-infringement.
If you are a consumer based in a country other than the United States and the European Economic Area, and under applicable mandatory law you are entitled to certain implied warranties or remedies that cannot legally be disclaimed or limited, then such rights shall not be affected by this Agreement.
2.7.3 Limitation of Liability.
SUBJECT TO SECTION 2.7.4, AND TO THE MAXIMUM PERMITTED BY APPLICABLE LAW:
(i) SELLER SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM OR ARISING IN CONNECTION WITH THE PURCHASE BY YOU (INCLUDING BUT NOT LIMITED NON-DELIVERY OR NEGLIGENCE) OF ANY ITEMS FROM SELLER, WHERE SUCH DAMAGES WOULD NOT USUALLY BE AN OBVIOUS CONSEQUENCE OF ANY BREACH OF CONTRACT (OR NEGLIGENCE), EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND
(ii) YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF ITEMS, SELLER IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES (INCLUDING, WITHOUT LIMITATION, IN NEGLIGENCE) ABOVE THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICABLE ITEMS.
2.7.4 EXCLUSIONS PROHIBITED BY APPLICABLE LAW. Notwithstanding Section 2.7.3 above, to the extent prohibited by applicable law, nothing in the Agreement will affect your legal rights as a consumer buyer under applicable law. In particular, nothing in the Agreement has the effect of excluding or limiting any liability for:
(i) death or personal injury arising by the negligence of the Seller, or the negligence of any person concerned in the manufacture or distribution of the Items;
(ii) fraud or fraudulent misrepresentation; or
(iii) any terms implied under applicable law which cannot be excluded or limited.
3. Terms of Sale for Business Buyers
3.1 Applicability. This Section 3 applies to you, unless Section 2.1 applies or to the extent you have agreed on different or separate sales terms with the Seller. For the avoidance of doubt, Section 3 (and not Section 2) applies to companies, governments, professionals, unincorporated businesses, resellers and anyone else that does not meet all requirements of Section 2.1.
3.2 Orders. By clicking on the “place my order” or ”buy now” button on the order summary or shopping cart page, you are making on offer to purchase the selected Items through an Order which the Seller may or may not accept at its discretion. Unless otherwise specified, you will receive a prompt acknowledgement of your Order from the applicable Service, but this does not constitute acceptance of it. You will be notified as to acceptance or non-acceptance of your Order after it is submitted by way of an e-mail Order confirmation.
Autodesk or its designated payment service provider(s) will manage some or all of the order process for your purchase, in some cases only as to the payment transaction, and in other cases as to fulfillment (e.g., shipping, and/or handling). Contact us as soon as possible if you need to change or cancel your Order by submitting a support ticket at “Site Support” link at the bottom of the homepage for the applicable Service. Some Orders may ship the next day, so it may not be possible to change them. Items with longer lead times can often be edited if necessary; please try to ensure your Order is as accurate as possible when submitting it. Seller may keep records of Orders received, acknowledgements, acceptances and other contract records for a reasonable period of time, but you should not rely on this. Seller may be able to provide you with copies on written request, however, you must make sure you print a copy of all such documents, these Terms of Sale, and other applicable terms and conditions for your own records.
Availability of Items is subject to change without notice. If an Item is not available when you place your Order, Seller will do its best to advise you when the Item will be available, if at all. Seller makes no representations as to the availability of Items nor shall it be liable for any claims or damages arising in connection with Items which are out of stock, slow to ship or otherwise unavailable. Since Seller can give no guarantee as to the timeliness of any delivery, you should not, and acknowledge that you shall not, use the applicable Service where delivery to a particular timeframe is essential. If delivery in a shorter timeframe is required then please discuss this with Seller prior to placing your Order. Seller reserves the right to discontinue the sale of any Item at any time without notice to you or any other third party.
3.3 Price and Payment. The currency and purchase price for the Item will be indicated on your Order confirmation. All prices quoted for are exclusive of VAT, sales and other taxes, duties, fees and similar charges and do not include the cost of shipping and handling (where applicable) unless otherwise indicated. Where applicable, and except as otherwise set forth on your specific Order confirmation for the applicable Item, all taxes, duties, and shipping and handling costs, including shipping insurance, shall be solely your responsibility and be payable and paid solely by you.
Payment must be received in full by us prior to acceptance of an Order. If your Order is subsequently refused, Seller will refund any payment taken in full. Only payments by credit card vendors accepted by us, or through our accepted payment service providers or other gateways (e.g., BlueSnap, or Stripe, PayPal or BrainTree), will be permitted. Seller does not offer any credit terms.
Seller reserves the right to make adjustments to the prices after you place your Order. If at any time after you have placed an Order, and prior to Seller’s delivery or making available of the Items, Seller changes the price to be charged to you for those Items, Seller shall inform you of the changed price and give you an opportunity to cancel the Order and receive a full refund.
3.4 Shipment. Unless otherwise specified by the Seller, risk of loss, damage, and title to shipped physical products passes from Seller to you upon delivery to the common carrier.
Seller shall not be liable for any losses, costs, damages, charges or expenses incurred by you as a result of late delivery irrespective of cause.
PLEASE NOTE: If you are in country different from that of the Seller and Seller ships internationally, you the buyer are the importer of record and solely responsible for any and all VAT, tariff, duty, taxes, handling fees, customs clearance charges, etc. required by your state, province and/or country. Seller does not collect this beforehand, and cannot give you an estimate of the cost, because it varies widely around the world. Please do your research so you're ready to get your package cleared through customs, and have an idea of what the additional cost will be.
If any license or consent of any government or other authority is required for the acquisition, import or use of Items by you, you shall obtain such license or consent at your own expense and if necessary produce evidence to us on demand. Failure so to do shall not entitle you to withhold or delay payment of the price. Any additional expenses or charges incurred by Seller resulting from such failure shall be met by you.
3.5 Product Restrictions. Except as subject to the following paragraph or mandatory law, you shall not, directly or indirectly: (i) modify, enhance, adapt, translate, make improvements to, create derivative works based upon, disassemble, decompile, reverse engineer, reduce to any human or machine perceivable form, or circumvent any technological measure that controls access to or permits derivation of the source code of, a product or any part thereof; (ii) reverse engineer a product, any part thereof, or any composition made using a product; (iii) change, distort, or delete any patent, copyright or other proprietary notices which appear in writing on or in a product; (iv) make or permit use of any trademark, trade name, service mark or other commercial symbol of a Seller without its prior written consent; (v) operate or make use of a product that in any way violates applicable laws and regulations; and/or (vi) take or permit any other action which could impair a Seller’s rights, or damage the image or reputation of quality inherent in the product or the Seller business, reputation, intellectual property, or other valuable assets or rights.
If you are resident in the European Union, you have certain rights to decompile software without the Seller's consent where this is indispensable to obtain the information necessary to achieve the interoperability of the Software with an independently created program (the "Information") provided that: (i) you have first requested such Information from the Seller, and have provided the Seller with all information reasonably required by the Seller to assess your request; and (ii) the Seller has failed to provide you with the Information within sixty (60) days of your request (or delivery of the relevant information and details) unless such failure is due to your refusing to agree to fair and non-discriminatory terms concerning the payment of any charge or fee for reimbursement of the Seller's reasonable costs and expenses incurred in connection with providing the Information.
3.6 Product Characteristics. Many Items are custom and unique in nature and it is not practical to publish detailed specifications on the applicable Service. Seller does not warrant the accuracy of, nor should any reliance be placed by you on, any drawings, descriptive matter, specifications or advertising on the applicable Service, which are for the sole purpose of giving an approximate description of an Item. You acknowledge that, due to the nature of the products, there may be some minor variation from the Item's description and this should not be considered a breach of the Agreement.
3.7 Warranty; Limitation on Liability.
3.7.1 No Warranty. Unless an Item is accompanied by specific warranty terms, the following shall apply: ALL ITEMS ARE PROVIDED BY SELLER ON AN "AS-IS" AND "AS-AVAILABLE" AND, EXCEPT AS OTHERWISE SET FORTH HEREIN, NON-RETURNABLE AND NON-REFUNDABLE BASIS, WITHOUT WARRANTY OF ANY KIND. SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, TERMS AND CONDITIONS WITH REGARD TO ITEMS, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES, REPRESENTATIONS, TERMS AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES NO WARRANTY THAT (i) ITEMS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (ii) ITEMS ARE ACCURATE OR RELIABLE, OR (iii) ANY ERRORS IN ITEMS WILL BE CORRECTED.
ANY ITEMS INCLUDING BUT NOT LIMITED TO CONTENT DOWNLOADED OR OTHERWISE OBTAINED FROM SELLER OR THE SPARK PLATFORM ARE PURCHASED AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY RESULTING DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. SELLER SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY DATA LOSS OR OTHER HARM RESULTING FROM ITEMS THAT YOU PURCHASE FROM SELLER. YOU ARE RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT, CONTROL AND USE OF THE ITEMS.
3.7.2 Manufacturer’s or Seller’s Warranty. If a Seller - or the manufacturer of an Item offered by a Seller - offers limited and/or extended warranties outside the terms of this Agreement, such warranties may be included with the Item (for example, on warranty statements shipped in the box with physical products) or purchased separately directly from the Seller or manufacturer. For more information please see the applicable manufacturer’s website or contact the Seller.
3.7.3 Limitation of Liability.
SELLER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM OR ARISING IN CONNECTION WITH THE PURCHASE BY YOU (INCLUDING BUT NOT LIMITED TO NON-DELIVERY OR NEGLIGENCE) OF ANY ITEMS FROM SELLER, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SELLER SHALL NOT BE LIABLE FOR ANY LOSS OF PROFIT OR REVENUE; LOSS OF GOODWILL; LOSS OF OR DAMAGE TO REPUTATION; LOSS OF OPPORTUNITY; LOSS OF ANITICIPATED SAVING; LOSS OF OR CORRUPTION TO DATA, ARISING OUT OF OR IN CONNECTION WITH ANY ITEM PURCHASED UNDER THE AGREEMENT OR ANY BREACH OR NON-PERFORMANCE OF IT, NO MATTER HOW FUNDAMENTAL, INCLUDING BY REASON OF NEGLIGENCE.
YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF ITEMS, SELLER IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES INCLUDING WITHOUT LIMITATION FOR NEGLIGENCE ABOVE THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICABLE ITEMS.
THE MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY OF AUTODESK AND ITS AFFILIATES, SUBSIDIARIES AND RELATED COMPANIES, AND THEIR EMPLOYEES, OFFICERS, AND DIRECTORS, FOR ALL COSTS, LOSSES OR DAMAGES FROM CLAIMS ARISING UNDER OR RELATED IN ANY WAY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TO (I) YOUR TRANSACTION VIA THE AUTODESK ONLINE CART AND/OR ANY RELATED BREACH OR NON-PERFORMANCE OF THIS AGREEMENT NO MATTER HOW FUNDAMENTAL, IS LIMITED TO YOUR DIRECT DAMAGES ONLY AND SHALL NOT EXCEED THE TOTAL VALUE OF THAT TRANSACTION; AND (II) ANY SUBSEQUENT RENEWAL TRANSACTION AND/OR ANY RELATED BREACH OR NON-PERFORMANCE OF THIS AGREEMENT NO MATTER HOW FUNDAMENTAL, IS LIMITED TO YOUR DIRECT DAMAGES ONLY AND SHALL NOT EXCEED THE TOTAL VALUE OF THAT RENEWAL TRANSACTION. FURTHER, IN NO EVENT SHALL EITHER YOU OR AUTODESK BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR FOR LOSS OF PROFITS, REVENUES, CONTRACTS, CUSTOMERS, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF REPLACEMENT GOODS OR SERVICES, OR FAILURE TO REALIZE EXPECTED COST SAVINGS EVEN IF ADVISED OF THE POSSIBILITY OF SAME OR SAME WERE REASONABLY FORESEEABLE. YOU ACKNOWLEDGE THAT THE AMOUNTS CHARGED FOR YOUR TRANSACTION VIA THE ONLINE CART OR FOR ANY RENEWAL TRANSACTION FAIRLY REFLECT THIS ALLOCATION OF RISK. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
NOTWITHSTANDING ANY CONTRARY PROVISION IN THE AGREEMENT, TO THE EXTENT PROHIBITED BY APPLICABLE LAW, SELLER DOES NOT LIMIT OR EXCLUDE ITS LIABILITY IN RESPECT OF:
(I) ANY DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; OR
(II) FRAUDULENT MISREPRESENTATION; OR
(III) ANY OTHER STATUTORY OR OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
4. Express Autodesk® Ember 3D Printer Limited Warranty. For the limited warranty terms applicable to the Autodesk® Ember 3D Printer, see https://www.autodesk.com/company/legal-notices-trademarks/online-purchases-terms-and-conditions/Ember 3D Printer Limited Hardware Warranty or submit a support ticket at “Site Support” link at the bottom of the homepage for the applicable Service.
5. General Support and Queries. For any problems or questions about products manufactured or provided by a third party, please contact the manufacturer or Seller directly. For questions or comments to us, you can submit a support ticket at “Site Support” link at the bottom of the homepage for the applicable Service; or write to us at Autodesk, Inc. at 111 McInnis Parkway, San Rafael, California 94930, USA marking your letter "Attention: ACG E-Commerce Terms of Sale".
6. Returns or Cancellations. Unless a Seller expressly offers specific terms concerning returns or cancellations or you are entitled to additional cancellation or return rights under local consumer protection laws, the following shall apply.
Seller accepts returns ONLY as required by law or at Seller’s discretion. If you wish to return a product, please submit a support ticket at the applicable Service or at https://sitesupport.123dapp.com.
You may cancel your Order for any Item for any reason at any time from the date on which you placed the Order up to fourteen (14) days from the day after you received such Item (or, in the case of digital products or services, from the date of ordering unless you have waived such right) by notifying the Seller by submitting a support ticket at “Site Support” link at the bottom of the homepage for the applicable Service.
If you cancel your Order in this way the Seller will, as soon as possible and, in any event, within: (i) thirty (30) days (or such shorter time period as otherwise mandated by applicable law) of such cancellation in the case of digital products or services; or (ii) thirty (30) days (or such shorter time period as may be otherwise mandated by applicable law) of receiving the returned physical Item or evidence that the Item has been sent, refund any sums paid to the Seller by you regarding the purchase price and any charges for delivering the returned Item.
If you want to cancel before your Item has been delivered please submit a support ticket at the applicable Service or at https://sitesupport.123dapp.com, although, if your Order has already been processed for delivery the Seller may not be able to prevent the product being delivered to you.
If you want to exercise your right to cancel after you have received the Item from the Seller, do not use the Item and ensure that any packaging which is still on the Item is not removed or, to the extent that such packaging has been removed but is still in your possession, return the Item with such packaging.
6.1 Faulty or Incorrect Items.
You must inspect any Item delivered to you within a reasonable period of receiving it. If an Item you have received was damaged prior to delivery please notify, and return the product to, the Seller (at the Seller's cost) in accordance with the returns process below.
All Items returned to the Seller are checked and, if you are entitled to a refund, then the Seller will refund the price of your item and original delivery costs.
If the Seller discovers that a product you have returned on the basis that it was damaged or faulty is not in fact damaged or faulty, it may be returned to you and any refund that you have requested may be cancelled. If the refund has already been made you may be recharged for the Item and the original delivery costs, using the payment information provided when you placed your Order; as well as for the costs of the return of the Item and of redelivering the Item to you.
If an Item you have received is not the Item which you ordered, please return the Item within fourteen (14) days of receipt following the Returns Process below, in which case: (i) the Seller will deliver the Item which you ordered; or (ii) if not possible, the Seller will refund the purchase price and any delivery costs.
Any Item or component that is replaced becomes the property of Seller. If Seller replaces an Item or component and the replaced Item or component is not returned to Seller within thirty (30) days of your receipt of a return shipping label, Seller reserves the right to charge the full purchase price for the Item or component and the original delivery costs, using the payment information provided when you placed your Order.
6.2 Returns Process.
In relation to all returns, please follow the returns process below. You must take reasonable care of the Item until it is returned to the Seller. Please submit a support ticket at the bottom of the homepage at the applicable Service or at https://sitesupport.123dapp.com.
Postage costs for returning an Item will only be refunded where you received the wrong Item, the Item was delivered to you in a damaged or faulty condition, or where you are returning a substitute Item which you do not want to keep.
7. Ownership of Intellectual Property. You acknowledge that Seller or its licensors are the sole owner of all intellectual property (as defined below) that relate to any Items and any use thereof. No right or license in intellectual property is granted to you by implication, estoppel or otherwise, unless, and only to the extent, expressly set forth herein or in express licenses that Seller may grant at its sole discretion in any applicable license, services or other agreement therefor, and you have no other rights, implied or otherwise. Any references herein to the “purchase” or “sale” of Items shall be understood to mean with respect to software that you acquire only a license, that software is licensed, not sold, and that any right to access, use, download, install or otherwise use any software is acquired only under the license from the applicable Seller.
Except as required by law or as expressly set forth in other written documentation provided by Seller: (i) intellectual property directed to all or part of a product is licensed only upon purchase of the product from Seller and only for use of the specific product so purchased; and (ii) intellectual property directed to a method of using a product is licensed only upon purchase of the product from Seller that necessarily performs the method and only for use in connection with the specific product so purchased. As used herein, "intellectual property" shall mean any and all copyrights, patents, trademarks, trade names, logos, software, documentation, technical and manufacturing techniques, concepts, methods, designs, specifications and other proprietary information or rights relating to the products.
8. Indemnification. You shall, to the fullest extent permitted by law, pay the Seller and Autodesk, and each of their respective affiliates, directors, officers, and employees (collectively, the “Indemnitees”) for 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”) brought by a third party arising out of or in connection with any gross negligence or willful misconduct by you or by your breach or alleged breach of any of the terms or conditions of the Agreement. You will not take any action, without the prior written consent of the applicable Indemnitees, which may adversely affect the defense (or settlement) of any Claim by any Indemnitee.
9. Release and Waiver. Unless you are resident inside the European Economic Area and a Consumer Buyer, to the maximum extent permitted by applicable law, you hereby release and waive all claims against us, Seller and any 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 the use of Items purchased by you on the applicable Service. EXCEPT AS OTHERWISE PROHIBITED BY APPLICABLE LAW, YOU EXPRESSLY WAIVE ANY RIGHT YOU MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 1542, IF AND TO THE EXTENT THIS LAW IS APPLICABLE TO YOU, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” You also expressly waive any rights arising under applicable and/or analogous laws, statutes, or regulations of other jurisdictions.
10. Your Compliance. You agree that you will use the applicable Service and any Items you offer or acquire on the applicable Service for lawful purposes only, and that you will not use such Items in any manner that violate any contracts to which you have agreed or any laws or regulations applicable to us or you, whether or not as Seller or Buyer, as the case may be. Without limitation, you acknowledge and agree that your use of the applicable Service and/or Items 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 (such U.S. and other country laws, rules and regulations referred to as the "Export Control Laws"). You are responsible for complying with the Export Control Laws and monitoring any modifications to them. You represent and warrant that (i) you are not a citizen of, or located within, a nation or region that is subject to U.S. trade sanctions or other significant trade restrictions (including, without limitation, Cuba, Iran, Sudan, Syria and North Korea, and the Crimea); (ii) you are not identified on any U.S. government restricted party lists issued pursuant to any of the Export Control Laws (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’s proliferation-related lists); (iii) you will not, unless otherwise authorized under the Export Control Laws, use the applicable Service and/or Items or any related services in any restricted end use, including, without limitation, design, analysis, simulation, estimation, testing, or other activities related to nuclear, chemical/biological weapons, rocket systems or unmanned air vehicles applications; and (iv) that no part of your content 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 applicable Service or any related services or Items to disclose, transfer, download, export or re-export, directly or indirectly, Items 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 certify that Items you offer or acquire or designs you submit are not intended to be specifically for military or spacecraft applications. If Autodesk or its service providers determines that any of the foregoing representations or warranties is or may be incorrect, or that the provisions of this Section 10 have been or imminently will be violated, then notwithstanding anything to the contrary in these Terms of Sale, Autodesk reserves the right to reject, or revoke acceptance of, the affected Order or Orders; remove and/or delete the affected content; and suspend and/or deactivate your account and/or access to the Service, all without notice or liability to you. You expressly acknowledge that if Autodesk rejects or revokes acceptance of an Order pursuant to this Section 10, it may not be possible for Autodesk or its service providers to refund amounts paid in connection with that Order.
11. Reservation of Rights. The Seller hereby reserves all rights not expressly granted to you. SUBJECT TO APPLICABLE LAW, SELLER RESERVES THE RIGHT TO REFUSE TO ACCEPT OR COMPLETE YOUR ORDER, PROCESS YOUR PAYMENT, OR DELIVER ITEMS TO YOU, IN ADDITION TO SELLER OTHER RIGHTS AND REMEDIES, ALL OF WHICH ARE HEREBY EXPRESSLY RESERVED.
12. Miscellaneous.
12.1 No Assignment. You are not permitted to assign, transfer or delegate the Agreement or any of your rights or obligations hereunder, in part or in whole, without Seller's prior written consent, and any attempt by you to effect a transfer or assignment in violation of this section shall be null and void.
12.2 No Waiver. Any failure on Seller’s part to enforce any provision of the Agreement shall not constitute a waiver thereof or of any other provision hereof.
12.3 Governing Law and Venue. This Agreement will be governed by and construed under the laws of the State of California, without regard to choice of laws principles. Any litigation between the parties shall be commenced and maintained exclusively in the United States District Court for the Northern District of California in San Francisco or the courts of Marin County, California. The parties expressly submit themselves to the exclusive jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these terms and conditions. If for any reason a court of competent jurisdiction finds any provision of these terms and conditions invalid or unenforceable, that provision of these terms and conditions will be enforced to the maximum extent permissible and the other provisions of these terms and conditions will remain in full force and effect. Nothing in the foregoing will prevent Seller from bringing an action for infringement of intellectual property rights in any country where such infringement is alleged to occur.
12.4 Severability. If for any reason a court of competent jurisdiction finds any provision of the Agreement, or any portion thereof, to be invalid or unenforceable, that provision shall be valid and enforced to the maximum extent permissible so as to effectuate the intent of the terms of the Agreement, and the remainder shall continue in full force and effect.
12.5 Notices. All notices, requests and other communications under this agreement must be in writing (e-mail messages shall be deemed writings). Notices to us and to other Sellers pursuant to the Agreement 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. Notices to us must be addressed to Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94930, USA – Attention: Consumer E-Commerce. You agree that Seller may provide you with notices, including those regarding changes to these Terms of Sale or other portions of the Agreement, by email, regular mail, or postings on the applicable Service.
12.6 General Support and Queries. Unless a Seller offers other terms concerning support and queries, the following shall apply: Details of any support applicable to Items purchased by you will be provided with the Items. In addition, should you have any questions regarding your Order for Items marketed through a specific Autodesk website please refer to the product and site support links on that website or submit a support ticket at “Site Support” link at the bottom of the homepage for the applicable Service . For any problems or questions about products manufactured or provided by a third party, please contact the manufacturer or Seller directly. For questions or comments to us, please submit a support ticket at “Site Support” link at the bottom of the homepage for the applicable Service .
Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903, USA