Cloud concerns – terms and conditions

I just used Autodesk Cloud Documents for the first time, and was asked to confirm my acceptance of the Terms of Service. Fair enough. But just what is in those terms, and what do they mean to you if you are dubious about using the Cloud? Will you be reassured by what you find there? Maybe not. Here are a few clauses that might make you go hmmm…

The terms applicable to a particular service may vary.

Translation: Autodesk can move the goalposts.

Autodesk has the right (but not the obligation) to monitor Your usage of the Service to verify compliance with these Terms.

Translation: Autodesk can keep its eye on you.

You acknowledge and agree that: (a) You will evaluate and bear all risks associated with Your Content; (b) under no circumstances will Autodesk Parties be liable in any way for Your Content, including, but not limited to, any loss or damage, any errors or omissions, or any unauthorized access or use; and (c) You (and not Autodesk) are responsible for backing up and protecting the security and confidentiality of Your Content.

Translation: whatever happens, it’s your problem, not Autodesk’s.

Third Party Content and services may be made available to You, directly or indirectly, through the Service (including Content shared by other users of the Service, through Forums or by any other means). In some cases, such Content and services may appear to be a feature or function within, or extension of, the Services or the Autodesk Software. Accessing such Content or services may cause Your Computer, without additional notice, to communicate with a third-party website … for example, for purposes of providing You with additional information, features and functionality.

Translation: Autodesk and others can use the service to advertise to you.

Autodesk reserves the right to delete inactive accounts or purge related Content (and all backups thereof), without further notice and Autodesk Parties shall have no responsibility or liability for deletion or any failure to store Your Content.

Translation: don’t just leave your stuff up in the clouds and expect it to still be there a few years later.

You acknowledge that Autodesk may use third-party service providers in connection with the Services, including without limitation the use of cloud computing service providers which may transmit, maintain and store Your data using third-party computers and equipment in locations around the globe.

Translation: it’s not just Autodesk here, there is a chain of responsibilities and vulnerabilities.

THE SERVICE OFFERING IS PROVIDED “AS IS” AND “AS AVAILABLE.” AUTODESK PARTIES MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND…

YOUR USE OF THE SERVICE OFFERING IS AT YOUR OWN DISCRETION AND RISK.

AUTODESK PARTIES DO NOT WARRANT THAT THE SERVICE OFFERING WILL PERFORM IN ANY PARTICULAR MANNER AND HEREBY DISCLAIM LIABILITY FOR NEGLIGENCE AND GROSS NEGLIGENCE.

Translation: Autodesk lawyers LOVE SHOUTING. Whatever happens, including gross negligence on Autodesk’s part, it’s still all your fault and you’re severely out of luck.

…for all Service Offerings accessed as part of Subscription, these Terms and Your access to the Services will terminate when Your Subscription (and the Subscription Program Terms applicable to Your Subscription) terminates or expires.

Translation: here’s a further disincentive to ever dropping out of Subscription once you’re on it.

It is Your responsibility to retain copies of Your Content. Upon termination Autodesk shall have the right to immediately delete, without notice, Your Content, if any, and all backups thereof, and Autodesk Parties shall not be liable for any loss or damage which may be incurred by You or any third parties as a result of such deletion.

Translation: don’t rely on the Cloud alone.

Autodesk reserves the right, from time to time in its sole discretion, to (a) modify or release subsequent versions of the Service, (b) impose license keys or other means of controlling access to the Service, (c) limit or suspend Your access to the Service, and (d) change, suspend or discontinue the Service at any time.

Translation: Autodesk can do pretty much whatever it likes, including killing the whole thing.

I don’t think any of this means Autodesk is evil. Looked at from the point of view of a corporation that needs to cover its backside and reduce risks to itself, it’s quite understandable. Much of it is just very sensible advice. You can expect similar conditions from other companies providing Cloud services. But what if you’re not happy with using a Cloud service that has such conditions attached? Well, you can use it anyway and keep your fingers crossed, or you stay away from it altogether.

How do you see this? Assuming you were happy with everything else about the Cloud, would clauses like those above be a dealbreaker?

Edit: this post is also being discussed on the Dezignstuff blog.

Note: the above clauses are Autodesk copyright, reproduced here under fair use (comment and criticism).

21 comments to Cloud concerns – terms and conditions

  • Gosh I love a good lynching, witch hunt, or just garden variety hysteria. It makes for such entertaining reading. This is a particularly clever and snarky post.

    I just have one tiny little problem. Go look at the end user license agreement for any software not on the Cloud. Go ahead, take a look at Autodesk’s non-Cloud agreement. Here is a link for Solidworks agreement:

    http://www.blog.cadnauseam.com/2011/10/14/cloud-concerns-terms-and-conditions/

    Go ahead and ask yourself seriously what these non-Cloud license agreements everyone has already agreed to over and over offer that is so much better than this Cloud agreement. I can’t see anything myself. I can find a clause for every single one of your points.

    The stuff you’re worried about is typical of ALL software license agreements. Lawyers are attempting to shed responsibility for everything while still taking your money. If a piece of software doesn’t work as you expect it to, if it explodes and injures the user, if Evil Space Aliens or the CIA become involved, it’s your problem. That’s true whether the software is in the Cloud, on the Ground, or exists only in your imagination.

    Now here’s a tip:

    Rather than waste so much energy trying to stop from going Cloud (never gonna happen), invest the same energy in telling them how to do it “right”. Figure out how the Cloud can offer value to customers. You might actually convince them to consider those things. And hey, if the bus is going there anyway, and they won’t let you drive, why not at least get the driver to stop at some locations that are actually on the roadmap rather than already left behind?

    If you’re totally and completely convinced there is no possibility the Cloud can ever offer any value, congratulations! You have all the answers. You are very fortunate. Rock on.

    Cheers,

    BW

    • I can find a clause for every single one of your points.

      OK Bob, challenge accepted. Please show me the clause in the AutoCAD EULA that says Autodesk can instantly stop me using the software whenever it feels like it. You can follow that one up with the clause that allows Autodesk to delete all my data as soon as my Subscription lapses.

      Contrary to the picture you are trying to paint, I’m not a mindless anti-Cloud Luddite running around claiming the sky is about to fall and trying to stop the future from happening. Many people have what they consider to be legitimate concerns about the Cloud. Those people are going to remain very wary of it while those concerns continue to go unaddressed. I’m raising those concerns here for discussion because they won’t go away just by ignoring them. You might be surprised to learn how much Autodesk recognises the need for this kind of discussion (something on which I hope to be able to expand soon).

      Thank you for your contribution to the discussion, but I encourage you to do more in the way of addressing the points raised and less of the somewhat childish attacks based on incorrect assumptions.

      Oh, and you pasted in the wrong link.

  • Steve, may I publish a translation of this post to Russian?

  • Neil

    Nice exposè.
    This made me laugh though >be surprised to learn how much Autodesk recognises the need for this kind of discussion…..
    I guess SW users have had a bit longer to become savvy to corporates re the cloud.
    > those concerns continue to go unaddressed.
    We have something in common then…still waiting…not likely to arrive.
    Btw while a lot of SW users are opposed to the cloud as DS would have it we arent ‘Luddites’ either. If we were we would be wanting to go back to pencil and paper.
    Keep up the good fight. Don’t expect to take any ground back..

    • I do have a specific reason for making that statement about Autodesk’s recognition of the need for discussion. Ironically, I can’t discuss it right now. I don’t mean to insult anyone with that Luddite term, it was a reference to Bob’s own use of the term here.

      I’m not actually trying to fight the cloud, I’m just trying to discuss it rationally and evaluate it fairly.

      • R. Paul Waddington

        “You might be surprised to learn how much Autodesk recognises the need for this kind of discussion (something on which I hope to be able to expand soon).”

        I, for one Steve, will be very interested in what you may “soon” reveal because my experience is quite different and if Autodesk is about to discuss this openly in public – or with you – that will be a significant step but one they could have taken with the public and me many years ago.

        • I should point out that I don’t mean discussion of terms and conditions specifically. I’m referring to cloud concerns in general, of which T&C is just one small part. But I’ve said enough.

          • R. Paul Waddington

            It would be good to be able to discuss cloud issues. T&Cs may be a small part but in truth the nebulous nature of the cloud ensures T&Cs governing its use, access and responsibilities are crucial to its acceptance and use. Nuts, bolts, rivets and welds are all small in comparison to the structures they bind but without them…..?

            If users do not have, at least, equal standing at the table and an ability to fully negotiate cloud T&Cs along with substantial protection and cost recovery for losses incurred then all other concerns are relevant but secondary. It would make little or no commercial sense to use/trust unregulated software companies systems without contractual ties to bind and hold all providers of cloud facilities & software responsible for the business damage and losses they are capable of causing.

            I will wait to see what Autodesk brings to the table; though I doubt I will be – pleasantly – surprised.

      • The specific Autodesk discussion thing to which I alluded is now not going to happen, at least not in the form I expected. I’ll keep an eye on what is going to happen instead, and if it’s relevant, will comment on it here.

  • R. Paul Waddington

    Wacko! here we go – my territory.

    Firstly Steve be careful of variations found in Autodesk EULA. For example; “Autodesk may terminate your Subscription at any time for convenience…..etc”.

    “How do you see this? Assuming you were happy with everything else about the Cloud, would clauses like those above be a dealbreaker?”

    Autodesk’s EULA became a dealbrealer for me the moment the put the Audit clause(s) the problem for me though was I was very heavily committed to using their software. Other vendors who have tried the same tack have I have refused to purchase and in one case – as my commitment was low – the software was removed from my systems. For the removed vendor, that did mean five other companies – awaiting my recommendation – also walked away.

    As for Autodesk, well I continue to use their software whilst, very publicly – and unchallenged – not accepting any or part of their terms and conditions.

    Bob Warfield – lots can be said about his comments. In Matt Lombard’s blog I have suggestion Warfield’s comments have no validity because he does not seem to understand the significance of contracts in business and the importance/relationship of EULA either. Until he does he should stick to pointing out the benefits of the cloud and stay out of any discussion about the legal/responsibly ramifications.

    There is a solution here guys but it involves users working together with vendors as there is value for both if the issues surrounding EULA are resolved sensible.

    I know how it can be done and tried very hard on every users’ behalf. I was left hanging in the cold by users too scared to stand up for themselves and people just like Bob Warfield.

    The penalty to me was a destroyed small business, but my penalty is insignificant compare to what you are all going to now experience. Talking needs to stop and collective action is what needs to happen and is long overdue and, I am still up to being part of the charge!

    For heavens sake guys get of your “rear ends” and ACT!

    • Regardless of the terms & conditions, one big difference between the Cloud and traditional software is that with the Cloud the vendor is technically capable of easily removing your ability to use the software and/or access the data. In other words, a vendor isn’t just talking big, it is also carrying a very big stick.

  • Neil

    >I’m just trying to discuss it rationally and evaluate it fairly.

    I really would encourage Autodesk users to stick up for themselves right from the outset and not be naive about fairness or you are going to be walked all over.
    You pretty much nailed it when you said > Autodesk can do pretty much whatever it likes, or more correctly they will take as much as they can get way with.
    The abusive ‘agreements’ they foist on people are an industry problem.
    You only need to read the legalese you quoted to realise you are not being treated fairly.
    SW users haven’t got to the stage where we have been presented with terms and conditions. We are still trying to deal with the shock and find out basic details…as I said none have been forthcoming a couple of years later. I expect when we are it also be a one sided ‘contract’ with as many outs as possible for the vendor.
    When news of the cloud first broke I proposed that SW users should take advantage of the move to the cloud to rebalance the relationship. Basically give us a better deal in the terms and conditions or we won’t use it….
    As it transpires I think quite a few people aren’t going to go to the SW cloud anyway but move on altogether.
    Good luck ;)

  • So… it’s a bit like the youngster from the country arriving in the big city for the very first time – and that really nice person offers to watch their hand-me-down suitcase while the traveler heads to the restroom. What could possibly go wrong?

  • Timothy

    Possibly I’m not the target audience for “the Cloud”, but to me there is very little incentive even before reading the T&C.

    The questions I ask myself from a commercial point of view
    1) Is the access to data going to be quicker than it is currently?
    For me no, the data I use is on a local network, not over an internet connection.
    2) Is the data going to be more secure than it is now?
    The kind of stuff I do isn’t exactly top secret, not real important as long as it isn’t corrupted. Data sitting on a local network behind a firewall sufficient for my purposes.
    3) Is the risk of loss of data lower or higher in the cloud?
    I have localised back-up for HHD failure and offsite for more severe loss ie. fire or theft. By the looks of it I would still need to do that if I was to use the cloud.

    After reading Autodesk T&C (parts shown here) I’m still failing to see any incentive.

  • Thanks Steve. I love the translations, made me laugh.
    To those that commented first: It would appear as though you just loved to get excited. Steve never acted as if he were upset about the topic, but instead simpley pointed some things out and translated them. I appreciate his post, and wel, it makes me chuckle too.

    (There are topics that I go over the top on, such as liberty, and since people just roll their eyes at me and move on, Steve offers us all the same opportunity here to rant if we like, so rant away.)

    From my experience there are a few evident factors: Autodesk is not in the market to screw it’s clientel. They want this to be a very successful campaign, and are not likely to lose the data. If the service were seen as shaky, it would set them behind. I don’t think anything will happen to your data; HOWEVER…
    It is always a good idea to have your stuff backed upm JIC. It’s just a good business practice.
    As far as the legal mumbo-jumbo and stupid lawyer tricks, I am sure they had to do that to save themselves from countless frivilous lawsuits and groundless claims of data lost or corrupted fro actions that they largely were not responsible for.

    * It’s a free service, and you get what you pay for *

  • Timothy

    * It’s a free service, and you get what you pay for *

    I’m not entirely sure it would be a free service. It might be free if you’re on subscription, but then you are paying for something whether you use it or not. I don’t know if it would be offered to customers who aren’t on subscription.

  • * It’s a free service, and you get what you pay for *

    That is/was true for the pre-Autodesk Cloud apps (WS etc) but by making it a subscription benefit Autodesk are effectively charging. I can understand the all care/no repsonsibility approach for evaluation/free but that changes when you charge.

  • David S

    I’m glad to see that this is on people’s radar.
    Your post is great but I am actually less surprised or concerned about all of the passages you reference than I am by section 2.2 License by You, in part: 
     
    “You hereby grant Autodesk (or warrant that the licensor of such rights has expressly granted) a perpetual, irrevocable, non-exclusive, royalty-free, paid-up, worldwide, sublicensable (through multiple tiers) license to store, display, reproduce, modify, use and transmit Your Content, and further waive “moral” rights or other rights with respect to attribution of authorship or integrity of Your Content that You may have under any applicable law and under any legal theory.”
    http://usa.autodesk.com/adsk/servlet/item?siteID=123112&id=17784802

    In my mind this is the deal breaker. I assume with any web-based service I am forfeiting certain amounts of privacy, security, reliability, etc. and I am actually ok with that. As an individual I can make that call. However, as a professional who provides architectural services I already have a contract with a client that defines ownership and copyright responsibility (and sometimes confidentiality agreements as well) and by using these services Autodesk puts me in conflict with that agreement.

    I accept that this is a business decision being made by more and more companies as we transition from using their software to using their hardware. Much of this is inevitable and it is going to require a shift in how we think about intellectual and physical property as well as potential changes to how we contract work.

    At the end of the day, we just need to stay informed by reading posts like this, and yes, the cumbersome EULA/TOS as well.

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