ALTIUM SOFTWARE END-USER LICENSE AGREEMENT IMPORTANT - READ CAREFULLY This Altium End-User License Agreement ("EULA") is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as "User") and Altium Limited for the Altium software product that accompanies this EULA, or that is subsequently provided to the User pursuant to further order, including any associated media, printed materials and electronic documentation (collectively, the "Software Product"). By installing, copying, downloading, accessing or otherwise using the Software Product, User agrees to be bound by the terms of this EULA. If User does not accept and agree to the terms and conditions of this EULA, Altium is unwilling to license the Software Product contained herein to User. In that case do not install, access or use the Software Product; instead return the complete Software Product to the place of purchase for a refund. MEANING OF WORDS USED IN THIS EULA Altium: means Altium Limited and any or all of its divisions or subsidiaries. User: the individual person or single legal entity that is deemed to be the licensed user of the Product under the terms of this EULA. Software Product: means the Altium Software Product that accompanies this EULA, including any associated media, printed materials and electronic documentation. The Software Product also includes any software updates, software version upgrades, software configuration upgrades, add-on components, web services and/or supplements that Altium may provide to User or make available to User after the date User obtains the initial copy of the Software Product, to the extent that such items are not accompanied by a separate license agreement or terms of use. Bonus Technology: means additional Altium software provided to User as an addition to the existing Altium Software Products User already has licensed. All Bonus Technology is deemed to become part of the original Software Product, and all terms and conditions of this EULA apply to it. Bonus Technology is licensed for use only in conjunction with the original license for which it was supplied as a Bonus Technology item. All limitations, including installation and usage, and Software Product transfer, apply to it. In no event shall User be permitted to install the Bonus Technology on a computer or LAN for which the Software Product is not licensed. Software Bundle: refers to when two or more Altium Software Products are supplied together as an inclusive package. When Software Products are supplied as a Software Bundle they are deemed a single Software Product in terms of their usage and transfer. In no event shall User be permitted to install any portion of a Software Bundle on a computer or LAN for which any of the Software Products are not licensed. Security System: refers to the method of enabling the Software to operate in accordance with the way that it has been licensed by the User. The licensing options covered by this EULA include: a free Document Viewer, a 30-day Trial Version, a Single-User Version, or a Network Version. Local Area Network (LAN): refers to an interconnected set of computers all of which are physically located within a twenty (20) mile radius, upon which a Network License Server program can be run, this program being able to communicate at any point in time with each interconnected computer running the Network Version of the Software Product. Network License Server: a mode of configuration of the Software Product, where it is configured to operate as a License Server, which is a program that runs on a single computer on a LAN, authorizing and enabling the use of the Network Version of the Software Product on individual computers within the LAN. OWNERSHIP AND GRANT OF LICENSE The Software Product is licensed, not sold. The Software Product is the sole property of Altium and is protected by all applicable intellectual property and contract laws, including but not limited to laws relating to patent, copyright and trademark laws, and by applicable international treaties and trade provisions. Any breach of Altiums rights as the sole owner of the Software Product and all intellectual property rights contained therein and in the Software Product may subject the offender to civil and criminal penalties, including fine and/or imprisonment. This EULA grants User the right to: install and use the Software Product upon either a single computer or a single LAN, depending upon the terms under which User has licensed the Software Product from Altium. In the event that User has licensed the Software Product for use on a LAN, the EULA allows as many persons to simultaneously use the Software Product as the number of Users that the LAN license has been purchased to allow. In no event, however, shall User be permitted to allow the number of persons accessing and/or using the Software Product at any given time to be greater than the number of licenses User has purchased. In the event that User does permit such greater access and use, User understands and agrees that such use shall constitute not only breach of this EULA, but a violation of national and international copyright laws. User may increase the number of persons permitted to use the Software Product at any one time on a LAN by paying Altium the additional license fees for any such persons, provided that such additional licenses have been obtained prior to User allowing such additional Users to access the Software Product. EULA.DOC (16-Jul-02) 2-3 In the event that any provision of this EULA is breached by User the license granted by this EULA shall automatically terminate without further action by Altium, and whether or not User abides by such termination. User may make a single back-up copy of the original storage media that the Software Product was supplied on. In no event, however, shall such back-up copy be put in use by User, on a single computer or a LAN, while its original copy is in use. SOFTWARE PRODUCT TRANSFER User may permanently transfer the entire Software Product to any third party only upon obtaining written consent from Altium, providi ng that the original User destroys all remaining copies of the Software Product, and any portions thereof, and that the third party accepts the terms of this EULA in its entirety. In no event, however, shall such transfer be construed as allowing the Software Product to be used on more than one computer, if licensed for a single computer, or on more than one LAN, if licensed for a LAN, or for more persons than have been permitted under a LAN license to access and/or use the Software Product on a LAN. In no event shall a license to the Software Product for use on a single computer be transferred for use on a LAN, without payment to Altium of the additional license fees associated therewith. In the event that User has previously purchased a license to an earlier version of the Software Product being licensed hereunder, then for such transfer to be effective, any and all prior versions thereof licensed by User must be transferred. In the event that User has received this Software Product as part of a Software Bundle, then all Software Products supplied as part of that Software Bundle must be transferred. Under no circumstances can a Software Product supplied as part of a Software Bundle be transferred separately. In the event that User has received this Software Product as Bonus Technology then it must be transferred along with the original licensed Software Product. Under no circumstances can a Software Product supplied as Bonus Technology be transferred separately. PROHIBITIONS User may not copy, sell, transfer, distribute or disseminate any portion of the Software Product in any form, except as specifically provided under the terms of this EULA. User may not modify, translate, make derivative works of, merge, disassemble, or de-compile the Software Product, or attempt to reverse engineer the Software Product in any form. User may not modify the Software Product in any way so that it operates without the Altium Security System with which it was supplied, including: providing Software Product access for more than the number of Users permitted with a Network Version, enabling any of the disabled features in the Document Viewer, or extending the 30 day trial period of the 30-day Trial Version. User may not sub-license, rent, lease or provide service bureau services such as software lease or rental with any portion of the Software Product. To the maximum extent permitted under law, if during the warranty period set forth below, a defect is discovered by User, Users exclusive remedy hereunder shall be, at the sole option of Altium, the repair or replacement of the Software Product. In order to obtain such remedy, User must return the Software Product in its entirety to the place of purchase together with written proof of its purchase thereof. In the event, but only in the event, that the jurisdiction in which the Software Product is sold requires that a remedy of return of purchase price be offered to User upon discovery of a defect within the warranty period, either in addition to or in lieu of all other remedies, Altium shall, upon request from any such User, provide a return of purchase price if requested within the warranty period, and accompanied by written proof of payment therefore.
WARRANTIES AND WARRANTY DISCLAIMERS; LIMITATION OF LIABILITY ALTIUM WARRANTS FOR A PERIOD OF NINETY (90) DAYS FROM RECEIPT THEREOF BY USER THAT THE SOFTWARE PRODUCT WILL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION ACCOMPANYING IT, AND THAT THE MEDIA UPON WHICH THE SOFTWARE PRODUCT RESIDES WILL BE SUBSTANTIALLY FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP UNDER NORMAL USE. THESE WARRANTIES ARE MADE IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED OR EXPRESS WARRANTIES OF TITLE. TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WILL ALTIUM BE LIABLE TO USER FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFITS, INTERRUPTION TO BUSINESS, LOSS OF INFORMATION OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SUPPLY TO OR USERS USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, WHETHER ALTIUM HAS BEEN INFORMED OF THE POSSIBILITY OF THE SAME OR NOT, AND WHETHER STYLED AS A CLAIM IN CONTRACT, TORT OR OTHER LEGAL THEORY. EULA.DOC (16-Jul-02) 3-3 USER ACKNOWLEDGES THAT NO PROMISE, REPRESENTATION, WARRANTY OR UNDERTAKING HAS BEEN MADE BY ALTIUM TO ANY PERSON OR COMPANY ON USERS BEHALF AS TO THE PROFITABILITY OR ANY OTHER CONSEQUENCES OR BENEFITS TO BE OBTAINED FROM DELIVERY TO USER OF THE SOFTWARE PRODUCT. USER HAS RELIED UPON ITS OWN SKILL AND JUDGMENT IN ACQUIRING THE SOFTWARE PRODUCT. TO THE EXTENT APPLICABLE LAW DOES NOT PERMIT A COMPLETE LIMITATION OF DAMAGES AS SET FORTH HEREIN, USER AGREES THAT ITS DAMAGES SHALL BE LIMITED TO THE PURCHASE PRICE FOR THE SOFTWARE PRODUCT. NOTHING HEREIN SHALL BE CONSTRUED AS ATTEMPTING TO ENFORCE RIGHTS AGAINST USER BEYOND THOSE PERMITTED BY APPLICABLE LAW. Important Exception to Limitation of Liability and Warranty The above limitation may not apply to User as legislation, such as the Australian Trade Practices Act of 1974, may imply into this EULA a warranty or condition and such legislation may avoid or prohibit the terms of this EULA from excluding, restricting or modifying the application of such warranty or conditions. Nothing in this EULA is intended to exclude, restrict or modify any liability of Altium under Part VA of the Australian Trade Practices Act of 1974 or any similar law under any other jurisdiction in which the Software Product is sold. ENTIRE AGREEMENT This EULA embodies the entire agreement between Altium and User in relation to the terms on which User is licensed to use the Software Product; any written or oral agreement between the parties in connection with the subject matter hereof is hereby superseded and of no further force or effect. This EULA may be amended only by a writing executed by both parties. GOVERNING LAW This EULA is governed by the laws of the State of California, USA. Altium and User each irrevocably and unconditionally submit to the exclusive jurisdiction and venue of the state and federal courts of California, USA, and each knowingly waives any objection that the courts therein do not have personal jurisdiction or that the courts are an improper forum, or not a convenient forum. The International Sale of Goods Convention shall not apply to this License Agreement, and is expressly excluded hereunder.
EXPORT RESTRICTIONS Depending upon the jurisdiction in which the Software Product is sold, this License Agreement may be subject to certain government export and other restrictions. For example, if User has purchased the Software Product in the United States, this License Agreement is subject to and conditional upon compliance with United States export regulations and User shall comply with all applicable laws and regulations of the United States, including export, relating to the Software Product and the use thereof, and User shall provide such documentation and assurances as are required from time to time to comply herewith. User shall pay any and all taxes, export/import customs fees, duties, excise or other charges of whatever nature as or now may hereafter be imposed upon or levied in connection with the license, use, possession, exportation, or importat ion, or servicing of the Software Product (except for taxes imposed on the net income of Altium) and any such taxes, fees, duties or such similar costs imposed on Altium shall be promptly reimbursed to Altium by User upon demand and may be added to the price for this license at Altiums option. SEVERANCE If any provision of this EULA is or at any time becomes illegal, prohibited, void or unenforceable for any reason, that provision is severed from this EULA and the remaining provisions of this EULA shall continue to be enforceable and are to be construed with such additions, deletions and modifications as are necessary to give effect to the remaining provisions of this EULA. TERMINATION THIS LICENSE IS EFFECTIVE UNTIL TERMINATED. User may terminate it by destroying or returning all copies of the Software Product and all of its component parts. THIS LICENSE WILL TERMINATE AUTOMATICALLY WITHOUT FURTHER ACTION FROM ALTIUM IF USER FAILS TO COMPLY WITH ANY TERM OR CONDITION OF THIS AGREEMENT. Altium Limited. End User License Agreement. Copyright (c) 1992-2002 Altium Limited. All rights reserved.