Altium 365®
TERMS & CONDITIONS

If an Order Form or SOW specifies Professional Services to be performed by Altium, the following additional terms shall apply:

1. Definitions

   1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
   2. “Altium 365” means the Altium 365 cloud-based Electronics Lifecycle Management software-as-a-service platform.
   3. “Altium API” means an application programming interface made available by Altium or its Affiliate that enables Customer to search and retrieve certain electronic part data and other content from Altium or its Affiliate (“Content”) for the purpose of Customer incorporating such Content into Customer Products subject to the terms and conditions in this Agreement, and as further described in the applicable Order Form.
   4. “Commercial Licensed Users” means any employee, contractor, or other authorized representative of Customer who is authorized to use the Software under the terms of this Agreement.
   5. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the foregoing, Altium’s Confidential Information includes the Software, Specifications, all ideas and information contained or embodied in the Software or Specifications, Feedback, Usage Data and the pricing and terms of this Agreement, and Customer’s Confidential Information includes written information that Customer provides to Altium in order for Altium to provide the Software and Professional Services to Customer under this Agreement that has been clearly designated as confidential at the time of disclosure. Confidential Information does not include information that:
      1. is or becomes generally publicly available at the time of disclosure or subsequently through no fault of Receiving Party, and that is not still regarded as a trade secret under applicable laws,
      2. was known to Receiving Party, free of any confidentiality obligations, before its disclosure by Disclosing Party,
      3. becomes known to Receiving Party, free of any confidentiality obligations, from a source other than Disclosing Party who had the right to provide it to the Receiving Party, or
      4. is independently developed by Receiving Party without use of the Confidential Information or other information or materials obtained from Disclosing Party in connection with this Agreement.
   6. “Content” is defined in the definition of Altium API.
   7. “Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of an entity, the entity for which such individual is accepting this Agreement, and Affiliates of that entity (for so long as they remain Affiliates) which have entered into any Order Form.
   8. “Customer Data” any content, materials, designs, data or information that Customer or any Commercial Licensed User enters or uploads into, or develops or creates through the use of, the Software.
   9. “Customer Products” means Customer’s ownintegrated circuits designed, simulated or implemented by Customer or its Commercial Licensed Users using the Software.
   10. “Effective Date” means the date of Customer’s acceptance of this Agreement.
   11. “Extensions” means additional software, features, or functionalities that may be provided to Customer by Altium in connection with the Software to extend the capabilities of the Software, such as libraries, workflows, integrations, or additional layers of design capability.
   12. “Feedback” means any ideas or suggestions Customer provides to Altium (in any manner, whether in writing or orally or otherwise) regarding the Software, Specifications or other Altium products or services, including possible enhancements or improvements.
   13. “Intellectual Property Rights” means all patent, copyright, and design rights (whether registered or unregistered), trademarks (whether registered or common law) (including services marks and trade names), domain names, mask works, trade secrets, confidential information, and any other form of proprietary or intellectual property rights, and all applications for these rights, in all countries.
   14. “Module” means any On-Premise Module or SaaS Module.
   15. “On-Premise Module” means any module of the Software that is deployed on an on-premise basis and is designated as an On-Premise Module in an Order Form.
   16. “Order Form” means any ordering document or online order specifying the software to be provided under this Agreement and that is entered into between Customer and Altium or any of their Affiliates, including any exhibits or similar attachments thereto.
   17. "Personal Data” means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, consumer, or household.
   18. “Professional Services” means any services provided by Altium to enable Customer to implement and use the Software, as detailed in an Order Form or SOW, which may include deployment and training services.
   19. “SaaS Module” means any module of the Software that is deployed on a software-as-a-service basis and is designated as a SaaS Module in an Order Form.
   20. “Software” means the Altium software set forth in the applicable Order Form (including Altium 365) and any updates, upgrades, configurations or Extensions thereof, the Altium API, the Content, and all related Altium documentation, made available to Customer by Altium from time to time during the Term but expressly excluding in all cases any Third Party Services.
   21. “SOW” means a project-specific statement of work entered into by the parties that specifically references this Agreement and describes the professional services to be performed by Altium for Customer and corresponding fees.
   22. “Specifications” means: (a) with respect to Software, any information and specifications published by Altium on Altium’s website relating to use of the Software, or (b) with respect to Professional Services, description of the Professional Services set forth in the Order Form or SOW (as applicable).
   23. “Third Party Provider” has the meaning given to it in Section 2.10.
   24. “Third Party Service” has the meaning given to it in Section 2.10.
   25. “Third Party Terms” has the meaning given to it in Section 2.10.
   26. “Territory” for a particular Software the territory set forth in the relevant Order Form.
   27. “Usage Data” means any data or information relating to the use of the Software by Customer or its Commercial Licensed Users that Altium obtains, derives, or generates, including such data or information that Altium makes available to Customer via the Software or otherwise, but in all cases, excluding Customer Data.

2. Access and Use of the Software

   1. Provision of Software. Subject to the terms and conditions of this Agreement and Customer’s compliance with such terms and conditions, Altium grants Customer and its Commercial Licensed Users a non-exclusive and non-transferable right to access and use the Software set forth in the applicable Order Form during the applicable term set forth in the Order Form, for use solely in the Territory, and solely for the design, simulation, creation and modification of Customer Products for Customer’s exclusive benefit. Customer acknowledges that, except for the Altium API and On-Premise Modules, the Software is provided as a service and Customer has no rights to install the Software under this Agreement. By entering into an Order Form under this Agreement, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
   2. On-Premise Modules. Subject to the terms and conditions of this Agreement and Customer’s compliance with such terms and conditions, Altium hereby grants to Customer during the applicable term set forth in the Order Form, a non-exclusive, revocable, non-transferable, non-sublicenseable license to: (a) install and execute any On-Premise Modules set forth in the applicable Order Form, solely for the design, simulation, creation and modification of Customer Products for Customer’s exclusive benefit, and (b) use any Altium API set forth in the applicable Order Form for the sole purpose of incorporating Content accessed via the Altium API into Customer Products and to incorporate such Content into the Customer Products and for no other purpose. Unless otherwise agreed by the parties, Customer shall be solely responsible for the installation and implementation of such On-Premise Modules and Altium API. Customer shall only install such On-Premise Modules and Altium API on information technology devices located at Customer’s facilities and in Customer’s direct possession and located in the Territory.
   3. No Other Products. This Agreement does not provide Customer with any rights to access or use, or with a guarantee, commitment or expectation that Customer will receive any rights to access or use, any Altium products or services other than those set forth in an applicable Order Form or SOW (including any Modules not set forth in an applicable Order Form or SOW). There are no implied licenses under this Agreement, and any rights in or to the Software not expressly granted to Customer under this Section ‎2 are reserved by Altium.
   4. In-App Extensions and/or Modules. In addition to any Modules and Extensions elected by Customer in an Order Form, Altium may offer certain Extensions to Customer for purchase within the Software (“In-App Purchases”). If Customer elects to purchase any Extension via an In-App Purchase, Customer shall pay all additional fees associated with such In-App Purchase to Altium in accordance with Section ‎‎‎5. Any Extensions purchased via an In-App Purchase shall be considered Software for the purpose of the rights granted in Sections ‎‎2.1 and ‎2.2, and, unless otherwise stated in connection with the In-App Purchase, the term of the grant for such Extensions shall be coterminous with the grant to the applicable Software. If an In-App Purchase has a term longer than the term of the Altium Software, the term of the In-App Purchase will automatically terminate upon the termination or expiration of the term of the applicable Altium Software.
   5. Reservation of Rights. Altium reserves the right to make changes to the features or functionality of any Software in its sole discretion, provided that Altium will not materially reduce the features, functionality, or security of any Software. Customer acknowledges that its purchase of the rights and licenses granted herein is neither contingent on the delivery of any future features or functionality of the Altium Software nor subject to any public or other comments (oral, written or otherwise) made by Altium regarding future features or functionality.
   6. Account; Commercial Licensed Users. Customer shall be solely responsible and liable for the use and confidentiality of its Commercial Licensed Users’ credentials that are used to access the Software (together, “Account Credentials”), and for all activities, charges, losses (including losses resulting from any deletion, modification, or export of Customer Data) and damages that result from Customer’s or its Commercial Licensed Users’ access to or use of the Software, whether or not authorized by Customer. Altium has no obligation to confirm that any person using any of Customer’s Account Credentials has been authorized by Customer to do so. Customer shall ensure that all of its Commercial Licensed Users comply with all terms and conditions of this Agreement and shall be responsible and liable to Altium for any breach of this Agreement by any Commercial Licensed User.
   7. Use restrictions. Customer shall not and Customer shall cause its Commercial Licensed Users to not:
      1. install or use the Software beyond the applicable access rights or permissions set forth in each Order Form;
      2. allow any of Customer’s Affiliates, or other related entities, any portion of its business located at a geographic site not specified in the Order Form, or third parties, to copy, have access to, or use any portion whatsoever of the Software unless Customer has obtained the express rights for such use under the relevant Order Form;
      3. allow any third party to have access to or use any portion whatsoever of the Software, except for any Commercial Licensed User who is subject to confidentiality obligations no less stringent than those under this Agreement and who has a need to use or access the Software in connection with a legitimate business purpose that does not otherwise violate the terms of this Agreement;
      4. copy, modify, adapt, alter, translate, or create derivative works from the Software;
      5. allow persons not in the Territory to use the Software;
      6. disclose, assign, publish, distribute, sublicense, lease, rent, loan, or otherwise transfer the Software or its rights to any third party;
      7. install the Software except for any On-Premise Modules or Altium APIs set forth in an Order Form;
      8. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software;
      9. use the Software or its output to create, modify, or simulate any designs or other products for third parties or otherwise for the benefit of any third parties;
      10. use the Software or its output to develop or enhance any product that competes with an Altium product or service;
      11. disclose the results of any benchmarking of any Software (whether or not the results were obtained with assistance from Altium) to any third party, or otherwise use any Software for benchmarking purposes;
      12. use any Software in the development of any product if the failure or malfunction of that product could reasonably be expected to result in personal injury, death, or catastrophic loss;
      13. conduct or authorize penetration tests of any Software without advance approval from Altium;
      14. upload to or download from any Software any Customer Data that is infringing, illegal, deceptive, fraudulent, obscene, defamatory, libelous, threatening,invasive of privacy, or related to minors;
      15. modify, revise, disable, circumvent, or otherwise impede any security feature or similar mechanism used or deployed in conjunction with any Software;
      16. use any Software in any manner that infringes the Intellectual Property Rights of Altium or any third party, or that violates any applicable law;
      17. use the Software for historical or aggregate data analytics;
      18. take actions that trespass upon or overly burden the Software network capacity;
      19. remove, alter, or obscure any confidentiality or proprietary notices (including copyrights and trademark notices) of Altium or its suppliers or Affiliates in the Software or Content;
      20. use the Altium API to self-host any non-textual content including datasheets and images;
      21. use the Altium API to cache or store data for more than 24 hours; or
      22. otherwise use, reproduce, distribute or publicly display the Software in any way that is not in compliance with the terms of this Agreement.
   8. Attribution. On any Customer Product or web page that is accessible by a major search engine (e.g. Google, Baidu, Bing, Yahoo): (a) if the web page displays Content, Customer shall include a visible, functional and followable (i.e., without the rel=“nofollow” or any similar attribute) hyperlink to https://Altium.com; or (b) if the Customer Product or web page displays Content related to individual electronic parts, Customer shall include a visible, functional and followable (i.e., without the rel=“nofollow” or any similar attribute) hyperlink to the Customer Product or web page where the Content is hosted on Altium’s website (i.e., the Altium part detail page url (Altium_url)). If Customer displays images retrieved using the Altium API, Customer will display the source of the images visibly with a corresponding attribution hyperlink.
   9. Third Party Services. Customer acknowledges that the Software may rely upon, facilitate or require Customer’s access to (including through integrations) or be bundled with certain third party owned products, websites, services, offerings, applications or features (together with any documentation or services relating or updates thereto the “Third Party Services”. Customer’s access to and use of Third Party Services, shall not be governed by this Agreement and shall be completely governed by the terms, conditions, and disclaimers in relation to the Third Party Services (“Third Party Terms”). Such Third Party Terms may be agreed upon separately by the Customer and the relevant third party (“Third Party Provider”), provided to Customer by or through Altium or which may accompany the relevant Third Party Service. Altium has no control of such Third Party Terms and such Third Party Terms are subject to change in the Third Party Provider’s discretion or as agreed by Customers and the Third Party Provider. Customer is responsible for complying with such Third Party Terms. Altium does not control, endorse, or accept any responsibility or liability in connection with Third Party Services, Customer’s use thereof, or the results of using any Third Party Services, even if Altium includes references or links to such Third Party Services or Third Party Providers on its own website or other materials. Altium shall not be responsible for providing any services relating to or in connection with any Third Party Services, including any professional services, maintenance or support. Any communications or other dealings between Customer and any Third Party Provider shall be solely between Customer and such Third Party Provider. In no event shall Altium be liable to Customer for any issues, failures, deficiencies, or errors with respect to any Third Party Services. Access and use of Third Party Services are at Customer’s complete risk. Altium may at any time, in its sole discretion, eliminate, alter, or modify the availability of Third Party Services in connection with the Software.
   10. Supplier Products. Any display on or through the Software of products offered by listed distributors, manufacturers, and other suppliers provided on or through the Software (“Suppliers”) does not in any way imply, suggest, or constitute any sponsorship or approval of Altium by any such Supplier or any affiliation between any such Supplier and Altium. Any display of specific options does not suggest a recommendation by Altium of the Suppliers or their products and Altium is not offering knowledge or data for the purpose of influencing any purchasing decisions. Customer agrees that Altium is not aware of Customer’s individual financial circumstances or Customer’s economic objectives for using the Software, and is in no way responsible for the accuracy, timeliness or completeness of information it may obtain from these Suppliers. Customer’s interaction with any Supplier accessed through the Software is at Customer’s own risk, and Altium will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such Suppliers or for any personal injuries, death, property damage, or other damages or expenses resulting from Customer’s interactions with any Supplier.
   11. Compliance. At any time during the Term, Altium shall have the right to require Customer to provide, within thirty (30) days of receipt of Altium’s written request, sufficient documentation to support, and certification of, Customer’s use of the Software in compliance with this Agreement.
   12. Termination or Suspension. If Customer breaches any of the terms of this Agreement with respect to its use of the Software, Altium may, without liability, suspend Customer’s access to and use of such Software and, if Customer does not cure such breach within 15 days of any such suspension, terminate Customer’s access to and use thereof. Customer will not receive any refund for such suspension or termination. In the event Customer’s access to and use of such Software is suspended or is terminated pursuant to this Section, Customer must immediately cease all access to and use of the Software and any Customer Data stored in such Software may be deleted.

3. Professional Services.

   1. Performance. Altium shall perform the Professional Services described in and in accordance with the schedule and delivery requirements set forth in an Order Form or SOW in accordance with commercially reasonable industry practices. Except for the Professional Services listed in an Order Form or SOW, Altium shall have no obligation to provide any services to Customer, including support and maintenance, bug fixes, and updates or upgrades not made generally available to Altium’s customers.
   2. Modifications. Any change in the scope of the Professional Services shall not be effective unless and until Customer and Altium have mutually agreed to such change in writing.

4. Service Levels.

   1. Service Levels. Altium will use commercially reasonable efforts to make the SaaS Modules ordered under the applicable Order Form and for which Customer has paid a fee under the Order Form available for use by Customer with a Monthly Uptime Percentage of at least 99% in each case during any whole calendar month. “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the relevant calendar month in which the applicable SaaS Module was in a state of Unavailability. “Unavailable” and “Unavailability” means there is no connectivity between the SaaS Module and Altium’s cloud provider’s internet gateway, other than as a result of an Service Level Exclusion (as defined below).
   2. Exclusions. Section ‎4.1 shall not apply to any Unavailability, directly or indirectly: (a) caused by factors outside of Altium’s reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the applicable SaaS Module; (b) that result from any actions or inactions of Customer or any third party, including a breach of this Agreement by Customer or Customer’s breach of any terms of use of Altium’s relevant cloud provider; (c) that result from Customer’s equipment, software or other technology or third party equipment, software or other technology including any Third Party Services (other than third party equipment within Altium’s direct control); (d) that arise from Altium’s suspension or termination of Customer’s right to use the applicable SaaS Module in accordance with the Agreement; or (e) caused by Customer’s failure to follow Altium’s reasonable directions (collectively, the “Service Level Exclusions”).
   3. Security. Altium’s sole obligation with respect to security shall be to require its cloud service providers through which any of the Software is made available, or any Customer Data is stored, to provide commercially reasonable security measures aligned with industry standards. Altium shall have no obligation to enhance or supplement such measures and Customer shall be solely responsible for determining the adequacy of such measures for Customer Data and use of the Software. Altium shall not otherwise have any responsibility or liability that may result from any unauthorized access to any network or server or for any lost, damaged, altered, or unavailable data.

5. Fees; Payment Terms

   1. Fees. All fees for the rights granted to Customer hereunder and Altium’s performance of the Professional Services, as applicable, are set forth in the applicable Order Form or SOW (as applicable) and unless otherwise set forth in the Order Form or SOW (as applicable) are payable within 30 days from the applicable invoice date. Altium shall be entitled to invoice Customer on the effective date of the relevant Order Form or SOW (as applicable).
   2. Unpaid Fees. If Customer does not pay an amount by the scheduled due date, Altium may withhold or suspend Customer’s access to the affected Software or its provision of the Professional Services, terminate the relevant Order Form or SOW or this Agreement and accelerate the due date of all remaining payments (in which case, Customer shall owe the entire outstanding balance as soon as Customer receives written notice from Altium that Customer’s payment is due). If Customer does not pay an amount by the due date, Customer shall also pay a late payment charge of 1.5% per month or the highest rate permitted by law, whichever is less.
   3. Payment Terms. All payments Customer makes to Altium under this Agreement are non-refundable. Customer may not offset any amounts it believes Altium owes Customer against any payments Customer makes to Altium under this Agreement. Unless otherwise agreed in the Order Form or SOW (as applicable), Customer shall make payments in U.S. dollars.
   4. Taxes: Unless otherwise specified, all amounts set forth in this Agreement, the Order Forms and SOWs exclude taxes. Customer shall be solely responsible for paying all taxes (including sales, use, consumption, and value-added taxes and similar taxes), other than Altium’s income taxes, that are imposed on or result from Customer’s use of Altium products and services. If Altium is required by law to collect and remit any such taxes, Altium may invoice Customer for such taxes and Customer agrees to pay the invoiced amount to Altium. If any payments made hereunder are subject to deduction of any withholding taxes required by applicable law or income tax treaty then in force between the ’parties’ respective governments, Customer may withhold taxes on payments made to Altium under this Agreement, and remit to Altium only the net proceeds. Customer shall remit any such taxes withheld to the appropriate government authority and shall provide Altium with properly executed certificates, receipts, or other documentation as evidence of Customer’s remittance of such taxes to such government authority within a reasonable period of time, but in any event within 60 days after the payment made to Altium from which withholding tax payment was withheld. Customer shall provide reasonable cooperation to Altium in obtaining tax exemption for withholding tax under local country procedures or attempt to recover any taxes withheld in excess of the amount required by law. If Customer is subject to a reduced rate of withholding under an applicable tax treaty, Altium shall provide such evidence as required under local tax law to support that Altium is eligible for such reduced rate.
   5. Bankruptcy. If Customer becomes the subject of any bankruptcy, dissolution, liquidation, or similar proceedings or make a general assignment for the benefit of Customer’s creditors, Altium may apply any payments Customer has previously made to Altium for products or services not yet delivered by Altium against any amounts Customer owes Altium at that time for products or services that have been delivered by Altium (under this Agreement or otherwise).

6. Term, Termination; Effect of Termination or Expiration

   1. Term. The term of this Agreementbetween Customer and Altium shall begin on the Effective Date and shall continue until terminated by either party in accordance with the terms of this Agreement.
   2. Termination for Convenience. In the event all Order Forms or SOWs have expired or terminated (or no Order Forms or SOWs have been entered into by the parties), either party may terminate this Agreement upon at least ten days’ written notice to the other party.
   3. Termination for Breach. Either party may terminate this Agreement or any Order Form or SOW if the other party is in material breach of this Agreement,the Order Form or any SOW and the breach continues uncured for 30 days after written notice to the breaching party; provided, however, that Altium may terminate this Agreement or any Order Form or SOW immediately for the non-payment of any outstanding fees. In the event of any termination pursuant to this Section, Customer shall not be entitled to any refund of any fees paid hereunder.
   4. Termination due to Bankruptcy. Either party may terminate the Agreement or any Order Form or SOW with written notice if either party is adjudicated bankrupt, files a voluntary petition of bankruptcy, makes a general assignment for the benefit of creditors, is no longer able to function in the normal course of business, or if a receiver is appointed on account of insolvency. For the avoidance of doubt, in the event of any termination pursuant to this Section, Customer shall not be entitled to any refund of any fees paid hereunder.
   5. Effect of Termination of this Agreement. Upon termination or expiration of this Agreement:
      1. Customer shall immediately cease all use of the Software, promptly return to Altium or destroy all copies of the Software and other Altium Confidential Information in Customer’s control, and certify to Altium in writing Customer’s compliance with this Section ‎‎‎6.5(a);
      2. all rights granted pursuant to this Agreement shall automatically terminate;
      3. any outstanding amounts owned by Customer to Altium shall immediately become due and payable;
      4. all Order Forms and SOWs will automatically terminate; and
      5. the following Sections of these Terms shall survive: Sections ‎‎1, ‎‎5, ‎‎6, ‎‎‎7.1, ‎‎7.2, ‎‎7.3, ‎‎7.4, ‎‎8, ‎‎10, ‎‎11, and ‎‎13.
   6. Effect of Termination of any Order Form or SOW. Upon termination or expiration of any Order Form or SOW:
      1. Customer shall immediately cease all use of the Software associated with the relevant Order Form or SOW, promptly return to Altium or destroy all copies of the Software and other Altium Confidential Information in Customer’s control that is associated with the relevant Order Form or SOW, and certify to Altium in writing Customer’s compliance with this Section ‎6.6(a);
      2. all rights granted pursuant to the relevant Order Form or SOW shall automatically terminate; and
      3. any outstanding amounts owned by Customer to Altium pursuant to the relevant Order Form or SOW shall immediately become due and payable.

7. Intellectual Property

   1. Ownership. All right, title, and interest in and to the Software, all Confidential Information of Altium, any other materials provided to Customer hereunder, and all Intellectual Property Rights in the foregoing are and shall remain the sole property of Altium or its licensors. The Altium API, Content, and On-Premise Modules elected in an Order Form are licensed to Customer, not sold. Nothing contained in this Agreement shall be construed as conferring by implication, estoppel or otherwise upon Customer any ownership, license or other rights except the rights expressly granted herein. The inclusion of any libraries or other components of the Software within Customer Products in no way confers upon Customer any ownership or other rights in such libraries or components, or in any derivative works thereof.
   2. Deliverables. In the event that any deliverables are created by Altium in its performance of the Professional Services (such deliverables, excluding any Customer Data, the “Deliverables”), all right, title and interest in and to such Deliverables shall remain the sole property of Altium. No such Deliverables shall be considered a work made for hire, and except as necessary to use the Software or receive the Professional Services hereunder, Customer shall receive no rights to any such Deliverables.
   3. Usage Data. Altium may collect and process Usage Data from Customer and its Commercial Licensed Users, and Customer consents, for itself and on behalf of its Commercial Licensed Users, to Altium’s collection and processing of Usage Data. All right, title, and interest in and to such Usage Data shall be owned solely by Altium. To the extent the Customer owns any right, title or interest in the Usage Data, Customer hereby irrevocably assigns all of its right, title, and interest in and to such Usage Data to Altium.
   4. Customer Data. As between the parties, Customer shall own all Intellectual Property Rights in the Customer Data, including in any designs Customer creates using the Software, subject to Altium’s (and its licensors’) ownership of the Intellectual Property Rights in the Software, Usage Data, Specifications, and Altium Confidential Information. Customer hereby grants to Altium (including its Affiliates and subcontractors) a non-exclusive right to process and use Customer Data to provide Customer with the Software, Professional Services and any related products and services to Customer. Notwithstanding this Section ‎‎7.4, (i) Customer acknowledges and agrees that any data provided by it to Altium or stored in the Software, including Customer Data, may be retained in Altium’s records and archived indefinitely in Altium’s network backups and (ii) Altium shall have no responsibility or liability in connection with Customer Data entered into any Third Party Service or otherwise provided to a Third Party Provider.
   5. Third Party Content. Customer acknowledges that the Software and Content may incorporate content supplied to Altium by third parties (“Third-Party Content”), and that Altium’s access to such Third-Party Content may be terminated at any time. In the event of any such termination, Altium may immediately remove the applicable Third-Party Content from the Software or Content without prior notice or liability to Customer.
   6. Infringement by the Software. In the event that the Software infringes, or Altium believes the Software is likely to infringe, third party Intellectual Property Rights, Altium may, in its sole discretion, take any of the following actions:
      1. obtain, at no cost of Customer, the right for Customer to continue using the Software as permitted by this Agreement;
      2. replace or modify the Software to avoid infringement problem, so long as there is no material loss of functionality; or
      3. if Altium reasonably concludes that it will not be feasible to do either of the above, terminate Customer’s right to the relevant Software and refund a prorated portion of fees paid for such Software.

8. Confidentiality

   1. Confidentiality Obligations. Receiving Party shall:
      1. not disclose Disclosing Party’s Confidential Information to any third party unless Disclosing Party has given its specific and express prior written approval;
      2. not use Disclosing Party’s Confidential Information for any reason other than to exercise its rights and perform its obligations under this Agreement;
      3. protect Disclosing Party’s Confidential Information from unauthorized dissemination in the same manner as the Receiving Party protects its own Confidential Information, and in any event with reasonable precautions (which include limiting access to employees and contractors on a “need-to-know” basis and who have an obligation of confidentiality no less stringent than such confidentiality obligations in this Agreement);
      4. ensure that each Commercial Licensed User who is not Customer’s employee has access to and uses the Software only while working on Customer’s physical premises; and
      5. monitor each Commercial Licensed User’s use of the Software to ensure that such Commercial Licensed User complies with this Agreement.
   2. Mandatory Disclosure. If Receiving Party believes it must disclose Disclosing Party’s Confidential Information in order to comply with a valid court order or subpoena, Receiving Party shall promptly notify Disclosing Party and cooperate with Disclosing Party if Disclosing Party chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed.
   3. Feedback. Altium may freely use and disseminate any Feedback Customer or the Commercial Licensed Users provide without compensation.

9. Data and Privacy.

   1. Privacy Policy. A description of Altium's data privacy practices, including the use, collection, and disclosure of any of Personal Data, can be found in Altium's Privacy Policy, available at https://www.altium.com/privacy-policy, as may be updated from time to time (“Privacy Policy”). Customer acknowledges, on behalf of Customer and its Commerical Licensed Users, to Altium's collection, processing, and disclosure of Personal Data in accordance with the Privacy Policy which is, for such purpose, hereby incorporated by reference into this Agreement.
   2. Monitoring Data. The Software may contain computer software that allows for the detection of unauthorized use or copying of such Software and the reporting of the same to Altium. Customer understands and agrees that in connection with any such reporting, certain Personal Data such as name and email address may be collected to allow Altium to protect the rights in the Software.

10. Indemnity.

    1. Customer Indemnity. Customer shall defend, indemnify, and hold Altium, its parent (if any), subsidiaries and Affiliates, and its and their officers, directors, employees, stockholders, customers, agents, and other representatives harmless from and against any and all third party claims (including losses, liabilities, damages, expenses, costs, reasonable attorneys’ fees, and court costs) related to or arising out of:
       1. Customer’s breach of this Agreement or applicable law;
       2. Customer’s misuse of the Software;
       3. Customer’s use of the Software or combination of the Software with any hardware, software, system, network, service or other matter whatsoever which infringes the Intellectual Property Rights of a third party;
       4. Customer’s use of any Third Party Services including any breach of any Third Party Terms:
       5. Customer’s gross negligence, willful misconduct, or fraud;
       6. any Customer Data;
       7. any unauthorized access to Customer’s account on the Software not caused by Altium; or
       8. any personal injury, death, or other damages caused by Customer’s misuse or unauthorized use of the Software.
    2. Notification. Altium shall promptly notifyCustomer of any claims subject to Customer’s indemnity obligations under this Section.

11. Warranties; Disclaimer; Limitation of Liability

    1. Mutual. Each party represents and warrants that it has the right to execute and perform its obligations under the Agreement.
    2. By Customer. Customer represents and warrants that Customer owns all Customer Data and that Customer has the full authority to have the Customer Data uploaded onto and maintained on the Software and to have Customer Data used by Altium as set forth in the Agreement. If the individual accepting this Agreement is accepting on behalf of an entity, such individual represents they have the authority to bind such entity and its Affiliates to this Agreement, in which case the term “Customer” refers to such entity and its Affiliates.
    3. By Altium. Altium represents and warrants that: (a) the SaaS Modules will conform, in all material respects, to the applicable specifications that Altium makes available to Customer (“Specifications”) during the applicable term of the SaaS Modules subscription in the Order Form, and (b) the On-Premise Modules and Professional Services will conform, in all material respects, to the applicable Specifications during the first 90 day period following the effective date of the relevant Order Form or SOW. For any breach of the foregoing representation and warranty, as Altium’s sole and exclusive obligation and liability and Customer’s sole and exclusive remedy, Altium will, at no additional cost to Customer, provide commercially reasonable remedial services to enable the relevant SaaS Module, On-Premise Module or Professional Services to conform to the warranty and if such services are not in Altium’s opinion commercially feasible, Altium will inform Customer and Customer may terminate the affected Order Form or SOW (as applicable) and receive a refund of any prepaid fees received by Altium from Customer for the relevant Software or Professional Services. Customer will provide Altium with a reasonable opportunity to remedy any breach and reasonable assistance in remedying any defects. Such warranty shall only apply if the relevant SaaS Module, On-Premise Module or Professional Service has been utilized by Customer in accordance with this Agreement, and the relevant Order Form or SOW.
    4. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 11.3, THE SOFTWARE AND PROFESSIONAL SERVICES ARE PROVIDED HEREUNDER “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY ACTUAL OR IMPLIED WARRANTY WITH RESPECT TO NON-INFRINGEMENT, MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, OR THOSE WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF DEALING OR TRADE USAGE, OR THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. SOME JURISDICTIONS RESTRICT OR DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. IF YOU ARE LOCATED IN ANY SUCH JURISDICTION SOME OF THE WARRANTY EXCLUSIONS HEREIN MAY NOT APPLY TO YOU...FT
    5. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF ALTIUM, ITS CONTRIBUTING COMPONENT MANUFACTURERS, ITS AFFILIATES, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, STOCKHOLDERS, CUSTOMERS, AGENTS AND OTHER REPRESENTATIVES WITH RESPECT TO ANY LIABILITY OF ALTIUM IN CONNECTION WITH THIS AGREEMENT (INCLUDING THE SOFTWARE AND PROFESSIONAL SERVICES, AND ANY REPRESENTATION, STATEMENT OR TORTIOUS ACT OR OMISSION, INCLUDING NEGLIGENCE OR INTENTIONAL CONDUCT ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT) (TOGETHER AN “EVENT OF DEFAULT”) SHALL BE LIMITED TO AN AMOUNT EQUAL TO ALL FEES PAID BY CUSTOMER TO ALTIUM FOR THE SOFTWARE AND PROFESSIONAL SERVICES (AS APPLICABLE) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT FIRST GAVE RIGHT TO THE RELEVANT EVENT OF DEFAULT. NOTWITHSTANDING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALTIUM SHALL NOT BE LIABLE TO CUSTOMER WITH RESPECT TO ANY EVENT OF DEFAULT FOR LOSS OF DATA, PROFITS, GOODWILL OR ANY TYPE OF SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OR DAMAGE SUFFERED BY CUSTOMER AS A RESULT OF ANY ACTION BROUGHT BY A THIRD PARTY) EVEN IF SUCH DAMAGE WAS REASONABLY FORESEEABLE OR ALTIUM HAD BEEN ADVISED OF THE POSSIBILITY OF CUSTOMER’S INCURRING THE SAME, AND REGARDLESS OF WHETHER SUCH EVENT OF DEFAULT IS STYLED AS BEING BASED UPON CONTRACT, TORT, STATUTORY OR OTHER LAW. THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES HEREIN, TO THE EXTENT PERMITTED BY LAW. NOTHING IN THIS SECTION SHALL CONFER ANY RIGHT OR REMEDY UPON CUSTOMER TO WHICH CUSTOMER WOULD NOT OTHERWISE BE LEGALLY ENTITLED. CUSTOMER ACKNOWLEDGES THAT EXCEPT AS SET FORTH HEREIN, NO PROMISE, REPRESENTATION, WARRANTY OR UNDERTAKING HAS BEEN MADE BY ALTIUM TO CUSTOMER OR TO ANY PERSON ON CUSTOMER’S BEHALF AS TO THE PROFITABILITY OR ANY OTHER CONSEQUENCES OR BENEFITS TO BE OBTAINED FROM USE OF THE SOFTWARE. CUSTOMER HAS RELIED SOLELY UPON CUSTOMER’S OWN SKILL AND JUDGMENT AS A SOPHISTICATED PARTY IN ACQUIRING THE SOFTWARE AND ENTERING THIS AGREEMENT.
    6. Without limiting Sections ‎‎11.4 ‎‎and ‎‎11.5, Altium shall have no liability or responsibility to Customer whatsoever for any suspension or termination of the Software, or any issues with respect to the Software, directly or indirectly: (a) caused by factors outside of Altium’s reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the applicable Software; (b) that result from any actions or inactions of Customer or any third party, including a breach of this Agreement by Customer or Customer’s breach of any terms of use of Altium’s relevant cloud provider; (c) that result from Customer’s equipment, software or other technology or third party equipment, software or other technology (other than third party equipment within Altium’s direct control); (d) that arise from Altium’s suspension or termination of Customer’s right to use the applicable Software in accordance with this Agreement; (e) that arise from any Third Party Services or (f) caused by Customer’s failure to follow Altium’s reasonable directions.

12. Export Compliance.

    1. Export Control. Customer acknowledges that Altium’s Software is subject to U.S. export jurisdiction. Customer agrees to comply with all applicable international and national laws that apply to Altium’s Software, including, but not limited to, the U.S. Export Administration Regulations (“EAR”) and sanctions imposed by the Office of Foreign Assets Control (“OFAC”), as well as end-user, end-use and destination restrictions enforced by the U.S. and foreign governments. Customer agrees to comply with all U.S. export control laws and regulations, regardless of Customer’s location, that apply to Customer Data, which may include, but may not be limited to, the EAR and the International Traffic in Arms Regulations (“ITAR”). Customer is solely responsible for determining the jurisdiction and classification of any data uploaded to the Software, obtaining all required export or reexport authorizations, and implementing compliance measures designed to ensure only legally authorized persons access the Customer Data.
    2. Representation. Customer shall not engage in the re-export of Software contrary to U.S. and international export control and sanctions regimes. Customer agrees that Customer shall immediately notify Altium in the event of any suspected or actual violation of U.S. export control and sanctions laws.
    3. Embargoed Countries. Customer is responsible for any and all activities that occur with its usage of the Software. Customer shall ensure that the Software is not used, transferred, or otherwise exported or re-exported to Crimea, Cuba, Iran, North Korea, Syria, or any other country in which the United States or European Union maintains an embargo (collectively, “Embargoed Countries”) or to any person or entity on OFAC’s List of Specially Designated Nationals BIS’ Entity List, or other similar lists of prohibited parties under U.S. law or any other applicable laws (“Designated Person”). These lists of designated persons are subject to change without notice. By using the Software, Customer represents and warrants that Customer is not located in, under the control of, or a national or resident of an Embargoed Country or Designated Person. Customer agrees to obtain any necessary export authorizations for the re-export of the Software to ensure compliance with U.S. export and sanctions laws.
    4. Access to Altium. Customer acknowledges and understands that Altium is a multinational company and may have employees located in or providing services or support for from different countries. Except with respect to data loaded into Altium 365 GovCloud, which is established to host data in compliance with all applicable laws, Customer may not send, transfer, release, or otherwise provide Altium with access to data that is subject to export licensing or other similar requirements, including ITAR controlled technical data, technology subject to the EAR, data controlled for contractual or national security reasons, or other data, technology, or software that requires a license for export, reexport, or transfer or otherwise may not be provided to Altium under applicable law, without prior written notice to Altium and express written confirmation from Altium that such data may be received. Customer represents and warrants that Customer shall use the Software and any other Altium products and services in accordance with all applicable laws, including laws regarding access to technology, software, or data. Customer bears all responsibility for safeguarding Customer’s data in accordance with applicable laws. In the event a violation of law occurs as a result of the release, transfer, storage, or provision of, or access to Customer’s data, Customer agrees to promptly notify Altium and to indemnify and hold harmless Altium and its Affiliates.

13. General

    1. Application of Existing Agreement. If Customer was an existing customer of Altium or its Affiliate when it agreed to this Agreement and Customer was already bound by Altium’s End User License Agreement located at https://www.altium.com/eula or such other agreement (the "Existing Altium Agreement") for the use of certain Software, then such Existing Altium Agreement shall continue to apply only with respect to Customer’s use of such Software until the end of Customer’s use-rights with respect to such Software pursuant to the Existing Altium Agreement. Customer’s relationship with Altium, including with respect to any other Software subscriptions or licenses or services purchased by Customer under an Order Form, shall otherwise be governed by this Agreement (which shall supersede the Existing Altium Agreement).
    2. Order Forms. If there is any conflict or inconsistency between any Order Form and these terms and conditions, these terms and conditions will prevail to the extent of the conflict or inconsistency, unless the Order Form expressly states the provision in these terms and conditions which the parties are overriding.
    3. Relationship of Parties. Altium is an independent contractor and is not an agent or employee of Customer. Except as may be specifically set forth herein, neither party has authority to bind the other by contract or otherwise. Altium shall perform any Professional Services under the general direction of Customer, but Altium shall determine, in Altium’s sole discretion, the manner and means that the Professional Services are accomplished.
    4. Third Party Beneficiaries. The parties acknowledge and agree that portions of the Software and Specifications may have been licensed to Altium from third party licensors and such third party licensors shall be third party beneficiaries of this Agreement.
    5. Assignment. Neither this Agreement, nor any interest herein or part hereof, will be transferable or assignable by Customer, by operation of law, merger, sale of assets or otherwise, without Altium’s prior written consent and payment of the then-current transfer fees. Altium may assign, transfer or delegate any of its rights or obligations hereunder to any affiliated or subsidiary company of Altium or any company acquiring all or substantially all of the assets of Altium LLC, or its ultimate parent entity.
    6. Entire Agreement; Amendments; Waiver. Except as set forth in Section 13.1, this Agreement, including all Order Forms and SOWs, contains the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and representations, whether oral or in writing. The terms and conditions of this Agreement may not be modified, deleted or superseded by terms and conditions in any other documents related to the applicable transaction, whether it be Customer’s terms and conditions or any other documents supplied by Customer during the purchase process. Any waiver, modification, or amendment of any provision of this Agreement shall be effective only if in writing and signed by the parties. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.
    7. Governing Law. This Agreement and all matters relating to this Agreement shall be governed by and construed in accordance with the laws in force in the State of California without reference to conflict of laws principles. The parties specifically disclaim the application of the United Nations Conventions on Contracts for the International Sale of Goods in connection with this Agreement.
    8. Notice. Any notices shall be given to the appropriate party at the address set forth on the Order Form or as otherwise specified in writing. Except as otherwise specifically set forth herein, notice shall be by personal delivery, by certified or registered mail, by reputable courier, or by email. Notice shall be deemed given on personal delivery to the appropriate address, on receipt of certified or registered mail or email, or if sent by courier, on the date of delivery shown in the courier’s records.
    9. Force Majeure. Except for Customer’s payment obligations, neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, sabotage, flood, earthquake, natural disaster, pandemic, epidemic, act of God, or electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each Party shall use commercially reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 20 days, either party may cancel unperformed services upon written notice to the other party.
    10. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, the remainder of this Agreement shall continue in full force and effect.
    11. Interpretation. Except as otherwise provided herein, references to sections are to those contained in this Agreement. Headings are inserted for convenience only and do not affect the construction of this Agreement. The word “including” (and variations thereof) is not intended to be limiting. Unless the context requires a contrary construction, the singular includes the plural and the plural includes the singular and the word “or” shall be inclusive and not exclusive. Reference to a thing includes a part of that thing. Unless otherwise stated, the word “day” means a calendar day and the word “month” means a calendar month.