| # Autodesk Non-Commercial License (3D Generative) v1.0 | |
| Last Updated: August 30, 2024 | |
| The following terms (this "Agreement") apply to the Materials. By using, copying, modifying, or distributing any portion or element of the Materials, You and any third party (including an employer or other entity) that You accept on behalf of agree to be bound by this Agreement. | |
| ## 1. DEFINITIONS | |
| "Autodesk" means Autodesk, Inc., a Delaware (United States) corporation. | |
| "Demonstrator" means an interactable demonstrator of the functionality of the Model, which may be made available by Autodesk in connection with publication of the Model code, that facilitates Your provision of Inputs into, and receipt of Outputs from, the Model. | |
| "Model" means the foundational model and its elements, which include algorithms, software, parameters, learnt weights, and source code made available by Autodesk in this repository. | |
| "Materials" means the Model, Demonstrator, and documentation and any other elements pertaining to the Model as may be made available by Autodesk in this repository. | |
| "Derivative Work" means any derivative work of the Materials as recognized by U.S. copyright laws. | |
| "Input" means any text, image, or data that You provide to the Model. | |
| "Output" means all results, work product, designs, or other items created or generated by or through any use of the Model or a Derivative Work, including any products, parts or services based on or using such results, work product, designs, or other items. | |
| "You" means you, your employer, or any other person or entity on whose behalf you are accepting. | |
| ## 2. USE OF THE MATERIALS | |
| ### 2.1. License Grant | |
| Subject to Your compliance with this Agreement, Autodesk grants You a non-exclusive, revocable, royalty free, worldwide, non-sublicensable, non-transferable limited license to use, copy, modify, and distribute the Materials. | |
| ### 2.2. Non-commercial Use | |
| The Materials and the Outputs of the Model may be used solely for non-commercial purposes. | |
| ## 3. ACCEPTABLE USE | |
| Your use of the Materials and the Outputs are subject to Autodesk's Acceptable Use Policy (https://www.autodesk.com/company/terms-of-use/en/acceptable-use) as an "Offering" under those terms, provided that prohibitions in the Acceptable Use Policy against using an Offering to train a machine learning or artificial intelligence algorithm, software, or system shall not apply to Your use of the Materials and the Outputs. | |
| Further, You agree that you will not use the Materials or Outputs to: | |
| - Automate or assist in the automation of decisions in domains that affect material or individual rights or well-being (e.g., finance, legal, employment, healthcare, housing, insurance, law enforcement, and social welfare); | |
| - Create non-consensual nudity or illegal pornographic content; | |
| - Be a part of critical applications or systems where best industry practices require fail-safe controls or performance, including operation of nuclear facilities, aircraft navigation, electrical grids, communication systems, water treatment facilities, air traffic control, life support, weapons systems, or emergency locator or other emergency services; | |
| - Create biometric information of individuals; | |
| - Apply or supplement biometric categorization systems to infer individuals’ race, political opinions, trade union membership, religious or philosophical beliefs, sex life or sexual orientation; | |
| - Automate or assist in the automation of decisions based on the interpretation of human emotion; | |
| - Intentionally distort human behavior in a manner reasonably likely to cause harm, by appreciably impairing their ability to make an informed decisions; | |
| - Circumvent export control laws or regulations. | |
| You agree that You will make clear and apparent that any Outputs you may generate from the Model are AI-generated. | |
| ## 4. DISTRIBUTION | |
| ### 4.1. Distribution of the Materials and Derivative Works | |
| If You distribute or make available the Materials, or any portion thereof, or any Derivative Work, to a third party, You must provide a copy of this Agreement to any such third party, and retain the following attribution notice within a "Notice" text file as a portion of the copy: "The Materials are licensed under the Autodesk Non-Commercial License (3D Generative) v1.0, Copyright Autodesk, Inc. All Rights Reserved. | |
| If You distribute a Derivative Work, You must clearly state in the Notice file that You changed the Materials and how they were modified. | |
| ## 5. INTELLECTUAL PROPERTY | |
| ### 5.1. All Rights Reserved | |
| Autodesk reserves all rights not explicitly provided in this Agreement. | |
| ### 5.2. Inputs and Outputs | |
| Autodesk claims no ownership rights in and to Outputs of the Model generated from Your Inputs. You are responsible for Your Inputs and resulting Outputs. | |
| ### 5.3. Trademarks | |
| Nothing in this Agreement grants any license or permits You to make use of Autodesk's trademarks, trade names, logos or to otherwise suggest endorsement or misrepresent the relationship between You and Autodesk. | |
| ## 6. WARRANTIES | |
| ### 6.1. Your Warranties | |
| You warrant that You own or have the necessary licenses and permissions to submit Your Inputs to the Model. | |
| ### 6.2. Autodesk Disclaimer of Warranties | |
| The Materials and the Outputs are provided "As Is" and "With All Faults" to the maximum extent permitted by applicable law. Autodesk disclaims all warranties, conditions, and representations of any kind, express or implied, oral or written, with respect to the Materials or the Outputs, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title and non-infringement, quiet enjoyment, any warranties or conditions implied by statute, or any warranties or conditions based on a course of dealing, usage of trade or industry standards. | |
| Autodesk does not warrant that the Materials or Outputs will be error free, meet Your requirements, or that any defects, errors, or limitations will be corrected. The Model may generate Outputs that are inconsistent, inaccurate or otherwise incorrect. You are solely responsible for evaluating the Materials and the Outputs' accuracy, lawfulness, and fitness for a particular purpose. You assume any risks associated with Your use of the Materials or Outputs. | |
| ## 7. LIMITATIONS OF LIABILITY | |
| To the maximum extent permitted by applicable law, in no event will Autodesk, its affiliates, agents, directors, employees, suppliers, or licensors, be liable for any damages or other liability, however caused and regardless of the theory of liability, whether in contract, tort (including negligence and strict liability), indemnification, recourse, statute, or otherwise, even if Autodesk has been advised of the possibility of the liability or the liability is otherwise foreseeable. | |
| The disclaimer of warranties in Section 6.2 and limitations of liability in this Section 7 shall be interpreted in a manner that, to the extent possible, most closely approximates an absolute disclaimer and waiver of all liability. | |
| ## 8. INDEMNIFICATION | |
| You will indemnify Autodesk and hold Autodesk harmless from and against any claims, damages, or losses arising out of or related to Your use or distribution of the Materials or the Outputs. | |
| ## 9. GENERAL | |
| ### 9.1. Termination | |
| Autodesk may terminate this Agreement at any time upon notice to You. Upon termination, You must cease to use the Materials and the Outputs and delete all copies of the Materials in Your possession. Sections 1, and 5 through 9 shall survive the termination of this Agreement. | |
| If You initiate any legal action or proceedings against Autodesk or any other entity (including a cross-claim or counterclaim in a lawsuit), alleging that the Materials or a Derivative, or any part thereof, infringe upon intellectual property or other rights owned or licensable by You, then any licenses granted to You under this Agreement will immediately terminate as of the date such legal action or claim is filed or initiated. | |
| ### 9.2. Dispute Resolution | |
| This Agreement is governed and constructed in accordance with the laws of the United States and the State of California, without regard to choice of law principles. You expressly agree that the exclusive jurisdiction for any claim or dispute under these Terms or Your use of the Materials and the Outputs resides solely in the courts located in San Francisco, California. The UN Convention on Contracts for the International Sale of Goods does not apply to this Agreement. | |
| You warrant that You own or have the necessary licenses and permissions to submit Your Inputs to the Model. | |
| ### 9.3. Trade and Compliance | |
| You agree to comply with all applicable export, import, trade and economic sanctions laws and regulations, as amended, including without limitation U.S. Export Administration Regulations and Office of Foreign Assets Control regulations. These laws include restrictions on destinations, end-users and end-use. | |
| ### 9.4. Severability | |
| If any court should find any particular provision of this Agreement void, illegal, or unenforceable, then that provision will be regarded as stricken from this Agreement and the remainder of this Agreement will remain in full force and effect. | |
| ### 9.5. Entire Agreement | |
| This Agreement states all the terms agreed between the parties and supersedes all other agreements between the parties as of the date of acceptance relating to its subject matter. | |
| ### 9.6. No Waiver | |
| Autodesk will not be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement. | |