1. ACCEPTANCE BY CUSTOMER – ENTIRE AGREEMENT. The terms and conditions as set forth herein shall constitute the entire agreement between Autodesk, Inc. (“Service Provider”) and you, the End User (“Customer”) for the services offered in this agreement (the “Services”). Service Provider shall not be bound by any terms of Customer’s order that are inconsistent with the terms herein set forth. This contract shall not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the contract by its express terms. The failure by Service Provider to enforce at any time the provisions of this contract, or to exercise any election or option provided herein, shall in no way be construed as a waiver of such provisions or options, nor in any way to affect the validity of this agreement or any part thereof, or the right of Service Provider thereafter to enforce each and every such provision. Customer hereby acknowledges that he has not entered into this agreement in reliance upon any warranty or representations by any person or entity except for the warranties or representations specifically set forth herein.
  2. SERVICE AND TRANSFER: Service Provider grants a right to use the SeeControl service over the Internet for the devices, data, sites, users and computing capacity included with your service plan and only for the period in which Service Provider receives prepaid or recurring subscription fees. No license is granted in the Service Provider service or software. You may not transfer your subscription to the service without prior written consent of Service Provider.
  3. PRICE AND TAXES.  Prices are exclusive of all federal, state, municipal or other government, excise, sales, use, occupational, or like taxes or duties now in force or enacted in the future. Any such tax, fee or charge of any nature whatsoever imposed by any governmental authority on, or measured by, the transaction between Service Provider and the Customer shall be paid by the Customer in addition to the prices quoted or invoiced. In the event Service Provider is required to pay any such tax, fee or a charge, at the time of sale or thereafter, the Customer shall reimburse Service Provider.
  4. ACCEPTANCE.  Acceptance by Customer of these terms may be made either by written acceptance and execution of this document or by receipt by Customer of any products described on the face of this document and failure by Customer to return the same within five (5) days following delivery of such products as herein provided.
  5. TERMS AND METHOD OF PAYMENT.  Unless paid with credit card on a recurring payment program, each year of the service subscription is payable in advance from the month of deployment per this service order. With approved credit, terms are net thirty (30) days from date of invoice. Otherwise, terms are cash in advance. Customer shall pay interest on amounts not paid when due, at the rate of 1-1/2% per month. Customer agrees to be charged for any data processing, storage or other variable costs incurred per the reporting mechanisms in the Service.
  6. PRE-EXISTING INTELLECTUAL PROPERTY – OWNERSHIP: Each Party will retain all right, title, and interest in and to (i) its own Pre-Existing Intellectual Property irrespective of any disclosure of such Pre-Existing Intellectual Property to the other party, subject to any licenses/rights granted herein, and (ii) all improvements, modifications and derivatives thereof and thereto (even if created during the course of the Services).
  7. DATA AND PROPRIETARY RIGHTS IN DATA.  Customer is notified that portions of the data supplied by Service Provider are proprietary to Service Provider. Service Provider shall retain for itself all proprietary rights in and to all designs, engineering details, intellectual property, and other data pertaining to any product or service sold. Customer retains rights in data input into the platform. Customer will not input any data in to Service that violates any governmental or regulatory restrictions in private, sensitive or personal user data.
  8. RESTRICTIONS: Customer will not (and will not allow any third party including Customer’s Customers or Partners to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of any party of the Services; (ii) modify, translate, or create derivative works based on any part of the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party, other than end users (Customer’s Customers) of the Services as contemplated herein; or (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof. Customer may not demonstrate or otherwise show Service Provider’s platform, products or technologies to any of Service Provider’s competitors without express written permission of Service Provider.
  9. SOFTWARE SERVICE & INTELLECTUAL PROPERTY.  Notwithstanding the use of terms such as “sell,” “buy,” or “purchase,” in writing or verbally between Service Provider and Customer, any software that is part of the service or product delivered hereunder is in fact neither licensed nor sold. Service Provider retains all rights of ownership and all intellectual property rights in any such software. Customer is granted a right to use the software only on and with the product or service purchased by Customer from Service Provider. Customer shall not, and shall not authorize any other entity to, modify, reverse engineer, reverse assemble, or decompile any part of the software. Customer shall not distribute or transfer the software to any entity without the express prior written consent of Service Provider. In addition to fees recognized herein, Service Provider may communicate to the public that Customer is a client and/or customer in exchange for the license to use the software.
  10. LIMITED WARRANTY.  Service Provider warrants that the services hereunder will operate generally in accordance with Service Provider’s documentation for such services for the duration of this agreement. Service Provider’s liability is limited to replacing or repairing, or granting a credit for the service fee or purchase price of Services at Service Provider’s sole discretion and option. The warranty does not cover malfunctions, failures or defects resulting from abuse, misuse, accident, alteration, neglect, improper maintenance, or unauthorized or improper use of configuration, development or reporting tool sets. Service provider does not warrant that the Services will be error-free. Except as herein provided service provider makes no warranties of any kind, express, statutory, implied or otherwise, including any warranty of merchantability, fitness for a particular purpose, or no infringement. SeeControl may release new features and code—particularly when incorporating new monitoring devices—to customer on a daily basis. Therefore, the services contain prerelease code and may not be at the level of performance or compatibility of a final, generally available product offering. Services may not operate correctly, Services may not be available at all times on the Internet and may be substantially modified prior to first commercial release, or withdrawn. Such pre-release Services are provided “AS IS” without warranty of any kind. The entire risk arising out of the use or performance of Services remains with Customer.
  11. LIMITATION OF LIABILITY.  Service provider’s maximum liability under any cause of action arising out of this agreement shall be limited to the purchase price or monthly service fees for the preceding six months. In no event shall service provider be liable for costs of procuring substitute goods, loss of profits or for any special, consequential, indirect, incidental, exemplary or reliance damages, losses or expenses however caused, and whether based on contract, tort, equity or any other theory of liability, even if service provider has been advised of the possibility of such damages, losses or expenses. In no event shall service provider be liable for any personal data, infringing data, know-how, copyrights, mathematics, patents, algorithms, trade secrets or other proprietary or confidential data input into software service, from any entity or individul worldwide, by customer.
  12. SUBSTITUTIONS AND MODIFICATIONS. Service Provider shall have right to make substitutions and modifications in the specifications of products sold by Service Provider provided that they will not materially affect overall product performance.
  13. CANCELLATION. Your service contract with Service Provider may not be cancelled unless consent is given in writing from an authorized representative. No fees will be refunded for any service period provided to-date, or any mistakes during the service signup process at or or, or payment processing partners. Customer bears entire responsibility for authorizing Service Provider to charge customer credit card. Service Provider may cancel Services and any attendant contracts for breach of the terms herein.
  14. BANKRUPTCY.  If Customer becomes bankrupt, insolvent, makes an assignment for the benefit of creditors, or commences to be wound up or suffers a receiver to be appointed, Service Provider shall be at liberty by notice in writing to cancel this contract without judicial intervention or declaration of default of Customer and without prejudice to any right or remedy which has accrued or shall accrue thereafter to Service Provider.
  15. APPLICABLE LAW.  This contract shall be construed in accordance with California law without giving effect to any choice of law provisions thereof.
  16. DISPUTES.  If a dispute or controversy arises regarding this contract, the parties will attempt in good faith to settle the dispute by mediation. Official disputes or controversies will be settled by binding arbitration within the United States of America and in accordance with the rules and procedures of the American Arbitration Association.
  17. HIGH RISK ACTIVITIES.  Customer acknowledges that the Services may contain errors and are not designed or intended for use in on-line control equipment in hazardous environments requiring fail-safe performance, including without limitation, the operation of Nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines or weapons systems (“high risk activities”) in which the failure of the Services could lead to injury to persons or loss of life or catastrophic property damage.  Accordingly, Service Provider disclaims any and all liability, and Customer and any customers of Customer that use or sell such Products for use in such applications at their own risk, and Customer agrees to fully indemnify, defend and hold harmless Service Provider from and against any and all claims, demands, actions, litigation, proceedings and the like arising out of or related to any such use or sale.
  18. EXPORT.  Customer shall not export or re-export, directly or indirectly, any technology, products incorporating technology, or information pertaining thereto to any country for which the Government of the United States of America or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval.
  19. FORCE MAJEURE.  Neither party hereto shall be in default or liable for any delay or failure to comply with this Agreement if such delay or failure is due to causes beyond its reasonable control, provided that such party notifies the other party in writing promptly, within thirty (30) calendar days after discovery of the circumstances.
  20. PREVAILING AGREEMENT. Your usage of any Service Provider service upon login, including this website, supercedes all other contracts and agreements signed between Service Provider and Customer or between you and Service Provider’s Customer delivering this Service to you.