ALTIUM GENERAL TERMS OF SERVICE

April, 2020

1. General.

These Altium General Terms of Service (“TOS”) govern Your (“You”) use of any Altium LLC (“Altium”) website, platform or service offering, including services offered in connection with specific Altium products that You have licensed.  BY REGISTERING FOR, USING OR ACCESSING ANY ALTIUM WEBSITE, PLATFORM OR SERVICE YOU AGREE TO THESE TERMS OF SERVICE.  IF YOU DO NOT AGREE, PLEASE EXIT THE WEBSITE, PLATFORM OR SERVICE AND REFRAIN FROM FURTHER USE.  YOU MAY ACCESS AND USE ALTIUM SERVICES  ONLY IF YOU ARE 18 YEARS OR OLDER.  These TOS may be modified or amended by Altium at any time and will apply upon Your use of the website, platform or service after any such change.  But we want to make one thing clear at the start: You (and/or others collaborating with You) own all Data that You choose to submit to and store with Altium as part of any website, platform or service.  Any suggestions, ideas, enhancement requests, feedback, recommendations or other information that You provide to Altium regarding its products or services, however, are hereby assigned to and owned exclusively by Altium.  So long as You agree to comply with and do comply with these TOS Altium grants You a worldwide, non-exclusive, non-transferable right to enter and use the Altium websites, platforms services as more particularly described below.

2. Privacy.

Your privacy is important to Altium and as such Altium has adopted a strict Privacy Policy regarding use and collection of any of Your personal information, which Policy can be found at this link:  https://www.altium.com/privacy-policy.  This Privacy Policy describes the information we collect in connection with our products and services and as well as apprises You of Your rights concerning such data collection.  In all cases, it is Altium’s intent to comply with Your rights under applicable privacy laws such as the GDPR and the California Consumer Privacy Act.  Altium may amend its Privacy Policy in its sole discretion.  Altium has implemented numerous technical and administrative measures to protect the privacy of both personally identifiable information and any content You submit during the use of Altium services (“Data”).  If  You are a company, You must determine the persons within Your organization who may submit information for use in connection with any Altium service and are responsible for protecting the access within Your company to the Altium services by only designated individuals.
If You elect to purchase and/or use Altium services such as Altium 365, You understand and agree that as part of such Services Altium may provide You with the capability to access Your Data from Your current location. In order to provide such capability, Altium will be required to collect and use data related to Your location and account. You agree and consent to Altium’s collection, use, transmission and processing of such location and account data in connection with such Services.

3. Products and Services.

These TOS apply to Your use of any Altium website, platform or service.  In addition, some of Altium products are governed by Altium’s end user license agreement (EULA) which can be found at https://www.altium.com/eula, customers will be prompted to accept the EULA when applicable.
Another particular product, Altium 365 Viewer, is Altium’s free tool that allows You to upload and view electronic designs from most popular CAD tools online. The use of Altium 365 Viewer is governed by separate terms of service that can be found at https://www.altium.com/terms-of-use-viewer.

4. Ownership and Legal Protection.

Except for Your Data contained on any Altium website, platform or service, including all text, graphics, trademarks and logos, sound, images and all underlying computer code in any form, together with all associated trade dress or “look and feel” of the website or platform is exclusively owned by Altium or licensed to it for use and is protected by numerous intellectual property and other laws, including but not limited to copyright, trademark, trade dress, and unfair competition laws.  Unless otherwise stated herein no part of any Altium website, platform or service may be copied, reproduced, republished, translated, transmitted or distributed in any manner (including “mirroring”) without Altium’s prior written consent.

5.  Accounts.

In order to make use of parts of the Altium website and certain Altium services such as the Altium 365 Service, You must establish an account with Altium, which can be done online. You may be asked to provide an identifier and password for Your account.   In establishing any such account You agree not to provide any false or misleading information in connection with such account.  It is Your sole responsibility to maintain the confidentiality of such account information and You are solely responsible for any activity undertaken in connection with Your account in the event You Fail to maintain confidentiality of the account information. If You create an Altium account for a company that You work for You represent that in doing so You have the authority to bind the company by establishing such an account.  You further agree that You may not transfer such an account to any other person or company and that You and/or Your company is responsible for any activity that occurs within or as a result of Your account.  Additionally, with some Altium products such as CircuitMaker, if You host Your designs with Altium such designs may be shared with other CircuitMaker licensees and You hereby grant Altium a license to use, display and distribute Your designs to other CircuitMaker users.  If, however, You desire private storage or additional private storage so that some designs are not public You may purchase the same from Altium.

6.  Restrictions on Service Usage Rights.

The rights granted to You to use any Altium website, platform or service are expressly conditioned upon Your refraining from any of the following activities and such usage and access rights shall automatically terminate in the event You do engage in any such activities, whether Altium discovers or is aware of such actions then or at some later time:

  • taking any action that creates unreasonable traffic or other load on the website, platform or service or on any infrastructure that supports the same;
  • gaining access to any protected area of any website, platform or service or to any of the infrastructure that supports the same through hacking, password mining or other means for discovering security information;
  • gaining access to, copying and/or using the personally identifiable information of any visitor to any website, platform or service other than Yourself;
  • taking any action that interferes with or attempts to interfere with the proper working of the website, platform or service or with any other visitor’s use of the same;
  • reproducing, uploading, downloading, linking to, framing, mirroring data, data scraping, performing in public, distributing or transmitting the content or any portion of the website, platform or service without Altium’s prior consent;
  • using any device to automatically or manually scan, probe or monitor any  website,  platform or service or any portion thereof;
  • taking any action that modifies or attempts to modify any of the content on any website, platform or service;
  • submitting any materials to any website, platform or service that contain any virus, Trojan Horse, worms, timebombs, cancelbots, or password mining;
  • submitting any materials to any website, platform or service that: a) are unrelated to a design that You are working on in using the same; b) are the property of a third party and as to which You have no rights to possess; or c) do not accurately identify You or identify You in a false way so as to hide Your identity;
  • accessing any website, platform or service in order to directly or indirectly create or assist others in creating a competing website, platform or service;
  • transmitting to or through any website, platform or service any content that is: defamatory, vulgar, obscene, harassing, threatening, invasive of privacy, made for purposes of advertising or soliciting any form of business from others, infringes the intellectual property rights of others or that requires government security clearances;
  • establishing an account to any website, platform or service for purposes of allowing an Altium competitor to access the same;
  • using any website, platform or service for any purpose prohibited by these TOS.

7.  Payment Terms.

Your payment terms and fees due for use of any Altium product or service are set forth in a quote or invoice to You from Altium either in connection with Your licensing of Altium software or in setting up an account for Altium services.  Altium accepts several forms of payment plans. For each plan, the fees are non-cancellable and non-refundable, even if amounts are still due at the time of cancellation. Amounts due cannot be reduced during the applicable service period.  Where additional services are selected after Your having established an initial Altium account fees due for such additional service(s) may be prorated so as to make termination and renewal of fees occur on the same date for each service payment.  Renewal of Your service at the level You have selected shall automatically renew unless You notify Altium no later than thirty (30) days prior to the expiration of Your then-current service period that You do not wish to renew.  Any renewal fees shall be charged to the credit card or other payment method You have included in Your account registration but shall be effective whether or not Your payment information is current.  Payment for any renewal must be in advance and is non-refundable and is due net 30 days from the date of invoice.  You shall be responsible for all taxes (except Altium’s income taxes) related to any such fees.  In the event You fail to make timely payments hereunder Altium shall be entitled to interest on the delayed payment at the highest rate allowed by law.

8.  Service Level and Maintenance. 

Altium’s service level commitment is to make each Altium website, platform and service available at the highest reasonable level, not counting regularly scheduled maintenance, outages due to internet infrastructure beyond Altium’s control or outages due to Your equipment or networks.  Altium’s availability commitment does not include responsibility for availability within Your premises or over the infrastructure of the public internet. Additionally, Altium shall provide commercially reasonable maintenance in connection with its various websites, platforms, and services.  Altium does not guarantee and disclaims any warranty as to the availability of its websites, platforms or services, as well as availability of Your Data.

9.  Links to and Product Availability from Other Websites. 

Some Altium websites, platforms or services may contain links to third-party, non-Altium websites or services.  Such links are provided for Your convenience only and Altium does not control or endorse any such third-party websites or services, nor is Altium responsible for any damage that You suffer in linking to or interacting with such third-party websites or services.  

10.  Account and Data Security. 

In order to provide security for Your Data, Altium takes commercially reasonable steps to protect the confidentiality of the same.  For example, in connection with the Altium 365 platform and service Altium has partnered with Amazon to deliver advanced internet security for cloud computing.  Altium 365 and Your Data are hosted in the secure Amazon environment and Altium leverages strict controls on admin access, firewalls and other advanced technologies to block access from outside intruders.  Our goal is to ensure that Your Data is only available to users You have registered and to whom You have given explicit access permission.  

11.  Data Storage Limits. 

In order to maintain services that are available to all Altium software licensees, Altium has adopted a fair data storage policy whereby Your storage of Your Data in connection with any website, platform or service is compared to that of other users thereof (per account).  Altium will only notify You of a data storage problem if it determines that Your usage appears to be substantially greater than that of other users.  In the event that Altium determines that You are storing more Data on any platform or service than Altium deems reasonable You shall receive notice thereof from Altium with instructions as to the level of Data reduction required to be in compliance. On a case by case basis, Altium may offer an option to increase Your service fees to cover the costs incurred by Altium associated with storing Your Data.  In the event You do not modify Your Data storage amount or reach an agreement regarding additional service fees You may be denied access to the particular website, platform or service until a suitable resolution is reached or until Your account is terminated.  

12.  Rights to Data. 

By submitting, storing or accessing any of Your Data through any Altium website, platform or service You hereby represent that You have the right to make any such use of the Data and that the Data does not infringe upon or misappropriate the intellectual property rights of any third party.  In the event that Altium receives notification that any of Your Data submitted by You to an Altium website, platform or service infringes upon or misappropriates the intellectual property rights of any third party Altium shall comply with the provisions of the Digital Millennium Copyright Act (“DMCA”) and other applicable laws in handling any such notices.  If You believe that any content on an Altium website, platform or service infringes upon Your copyright rights You may notify Altium of the same at legal@altium.com.

13. Disclaimer.

SUBJECT TO THE WARRANTIES SET FORTH HEREIN ALTIUM DOES NOT GUARANTEE THAT THE ANY ALTIUM WEBSITE, PLATFORM OR SERVICE WILL ALWAYS BE AVAILABLE, ERROR-FREE OR UNINTERRUPTED.  THE CONTENT DISPLAYED WHEN YOU USE ANY ALTIUM WEBSITE, PLATFORM OR SERVICE IS PROVIDED ON AN “AS-IS” BASIS AND IS SUBJECT TO CHANGE AT ANY TIME IN ALTIUM’S SOLE DISCRETION.  ALTIUM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, CONCERNING ITS PRODUCTS, WEBSITE, PLATFORMS OR SERVICES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  ALTIUM ALSO DISCLAIMS ANY LIABILITY FOR ANY DAMAGE YOU SUFFER BY DOWNLOADING ANY FILES OR CONTENT FROM AN ALTIUM WEBSITE, PLATFORM OR SERVICE OR FROM ANY THIRD-PARTY WEBSITE, PLATFORM OR SERVICE TO WHICH ANY OF THE SAME ARE LINKED, WHETHER DUE TO A COMPUTER VIRUS OR ANY OTHER REASON.  YOUR SOLE REMEDY AGAINST ALTIUM FOR ANY CLAIMED DAMAGE IS TO CEASE USE OF THE WEBSITE, PLATFORM OR SERVICE.  THIS DISCLAIMER APPLIES TO ANY CLAIM OR CAUSE OF ACTION YOU MAY HAVE, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER TORT OR STATUTORY CAUSE OF ACTION, WHETHER NOW EXISTING OR LATER COMING INTO EXISTENCE.

14. Limitation of Liability. 

Except where prohibited by law, in no event shall Altium be liable to You for any indirect, consequential, incidental, punitive or exemplary damages, including but not limited to lost profits or computer downtime associated with Your use of any Altium website, platform or service, or Your loss of Data, even if Altium has been notified of the same.  You agree that You are responsible for backing up any Data stored by Altium and that Altium shall in no event be liable for Your failure to do so or any loss of such Data. If for any reason this limitation of liability is not enforced and Altium is held liable to You in connection with Your use of an Altium website, platform or service, You agree that the maximum damages that Altium shall be liable for in connection with such an event are $100 U.S. Dollars.  In the event You live in a jurisdiction that prohibits limitations of liability this Section shall not apply to You without any effect upon the other provisions in these TOS.

15. Indemnity. 

You agree to indemnify, defend and hold harmless Altium and its officers, directors, employees and agents from any third-party demands, losses, liability, claims or expenses (including attorneys’ fees) arising out of Your use of any Altium website, platform or service.  In the event You become aware of any third party claim arising out of Your use of the same or in using Your Data You shall immediately notify Altium of such claim and shall proffer a defense thereto.  Altium shall reasonably cooperate with You in such defense at Your expense.  Altium agrees to indemnify, defend and hold You harmless from and against any third-party demands, losses, liability, claims or expenses (including attorneys’ fees) arising out of a claim that an Altium website, platform or service (and not Your Data) infringes upon or misappropriates the intellectual property rights of a third party.  You shall reasonably cooperate with Altium in such defense at Altium’s expense.  Altium in no event shall be obligated to indemnify, defend or hold You harmless when the third-party claim arises from submission of Your Data, by use of that Data by You or by any unauthorized change made to an Altium website, platform or service by You.  In the event that Altium determines that it must amend any Altium website, platform or service to avoid or limit such claims of infringement or misappropriation You understand and agree that Altium may do so without obligation to You.

16. Violations of Terms of Service. 

Altium may at any time take action to bar Your continued use of any Altium website, platform or service if it determines in its sole discretion that You have violated these TOS or any other agreements that You have entered into with Altium.  You also agree that any violation by You of these TOS would be an unfair business practice for which monetary damages would not adequately compensate Altium and that Altium is entitled to injunctive relief if required to prohibit further violations.  Such relief is in addition to and not in lieu of any other remedies that Altium is entitled to seek in the event of any violation of these TOS.  In the event that Altium does take legal action against  You for any such violation and prevails, You shall be liable to Altium for all reasonable expenses, including but not limited to attorneys’ fees and experts’ fees associated with such legal action.

17. Term and Termination.  

Any paid account established by You for use of any Altium website, platform or service shall commence on the date that You make Your initial payment to Altium for use of the same and shall last throughout the payment term.  As previously noted, such account and Your rights thereunder shall be automatically renewed thereafter unless You provide written notice to Altium no later than thirty (30) days prior to account expiration of Your intent not to renew the account.  In the event, You fail to make any payment by the due date Your access to any Altium platform (and Your Data stored there) shall cease.  You may reinstate Your account and Your access thereto at any time thereafter by paying the fees due; provided, however, that reinstatement shall not serve to maintain Your Data that You have previously submitted in using any such Altium website, platform or service if such reinstatement is more than ninety (90) days after Your access was terminated for non-payment.  Such renewal fees shall be at the then-current rate established by Altium for any such account.  In the event that You desire to terminate any account and Your access thereto, You shall cease use of the account services and notify Altium in writing of such termination.  Upon such account termination and payment by You of any outstanding amounts owed to it, Altium shall provide You upon request with a file containing Your Data submitted in connection with such account up to ninety (90) days after such termination.  After such ninety (90) day period Altium shall have no obligation to store or provide You with Your Data. If either party materially breaches the Agreement and fails to cure said breach within thirty (30) days of receiving written notice from the other party the non-breaching party may terminate this Agreement.  Additionally, if You breach this Agreement Altium may suspend Your access to any applicable website, platform or service until and if You cure such breach.  Failure to timely make payments in connection with any account You have established shall be deemed a material breach.

18. Notices. 

All notices between the parties must be in writing to be effective.  Any notice to Altium must be sent to legal@altium.com  

19. Governing Law; Dispute Resolution. 

You agree that all disputes that arise out of or are in any way related to Your use of any Altium website, platform or service shall be governed exclusively by California, U.S.A. law, without regard to its choice of law principles or rulings.  You agree to the exclusive personal jurisdiction and venue of the state and federal courts located in San Diego County, California in connection with any such dispute and waive any objection to such jurisdiction or venue unless such exclusive jurisdiction and venue is prohibited by the laws of Your residence, in which case You may bring Your action in the country of Your residence.  Any claim that You have against Altium related to any Altium website, platform or service must be brought within one (1) year of Your discovery of the same or from when You reasonably could have discovered the same or else is waived Both parties agree that prior to taking legal action they will attempt in good faith to resolve the matter informally between them through at least some effort in discussing the same, which effort they shall summarize in writing,  and any legal action taken without such effort shall be void.

20. Administration of Service. 

Altium administers its websites, platforms, and services from various locations throughout the world.  Although its websites, platforms, and services are accessible worldwide, not all features, products or services discussed or disclosed therein may be available to all persons in all locations.  Altium reserves the right in its sole discretion to limit the access of any Altium website, platform or service to any person in any geographic area. Any offer made through any Altium website, platform or service is void where prohibited.  If You choose to access an Altium website, platform or service from outside the United States You are solely responsible for complying with local laws in connection with such access.

21. Export Laws. 

In connection with any use by You of any Altium website, platform or service You agree to comply with all local and international export laws that apply to software or services, such as restrictions on geographic locations, end-users or end-use.

22. Complete Agreement. 

These TOS set forth the entire understanding and agreement between the parties in connection with Your use of any Altium website, platform or service and supersede any and all other agreements regarding the same, whether in writing, oral or established by course of dealing.  You may not modify the terms of these TOS by submitting any contrary terms or without Altium’s written consent.  If any portion of this Agreement is found by a court of competent jurisdiction to be void or unenforceable, such portion shall be eliminated to the minimum extent necessary without affecting the other provisions of these TOS.  Any failure by Altium to enforce any portion of these TOS shall not be construed as or constitute a waiver by Altium of any such portion or any other portion thereof.  You agree that there are no intended or permitted third party beneficiaries of these TOS.