Altium Trial Terms of Service

1. TRIAL SERVICES

1.1. Trial Services. Subject to the terms of these Trial Terms, Altium shall make available to you the Trial Services ordered or activated by you in the Order during the Trial Period. The “Trial Period” means the period commencing on the date Altium gives you access to the Trial Services and ending upon the end of the trial period specified in the Order or if no trial period is specified in the Order, then 30 days from your acceptance of an Order, unless either Party terminates the Trial Period or if the Trial Period is otherwise terminated pursuant to these Trial Terms.

1.2. Eligibility. You represent and warrant that you are, and you shall ensure that any person using or accessing the Trial Services is at least the age of 18 or the age of legal majority where they reside if such age is higher than 18. You shall ensure that any information provided to Altium in connection with obtaining access to any Trial Service is complete, truthful and accurate. Without limiting the foregoing, you shall not create more than one account. At the end of the Trial Period, you will no longer have access to the Trial Services, and any new subscription to Altium’s services will be governed by separate terms and conditions. You may not sign up for an additional Trial Service during the Trial Period. After the Trial Period, you may not sign up or attempt to sign up for another Trial Service without Altium’s prior written consent. Any breach of this Section by you will be considered a breach of these Trial Terms by you and a violation of Altium’s intellectual property rights.

1.3. Breach of Trial Services Terms. At any time, including after Altium has provided you with access to the Trial Services, Altium may determine that you are not eligible to receive the Trial Services or have breached these Trial Terms (such determination to be made in Altium’s sole and absolute discretion), in which case, without limiting any rights or remedies of Altium, Altium may immediately end your access to the Trial Services (or if no access has been given yet, then not provide you with access to the Trial Services at all), and upon notice to you from Altium, these Trial Terms and the Trial Period will immediately terminate.

1.4. Switching to Paid Version. If you decide to obtain from Altium a paid version of the Trial Services, then such paid version shall be governed by a separate agreement between you and Altium. You acknowledge and agree that the paid version of the Trial Services may not be identical to the Trial Services. It is your responsibility to review such details before signing up to a paid version of the Trial Services.

2. USAGE RIGHTS; OWNERSHIP

2.1. Use Rights. Subject to the terms of these Trial Terms, Altium hereby grants to you, solely during the Trial Period, a non-exclusive, non-transferable worldwide right to access and use the Trial Services, for the sole purpose of your internal evaluation of the Trial Services in determining whether to procure a paid version of the Trial Services or other Altium products or services.

2.2. Authorized Users. You will be solely responsible and liable for the use and confidentiality of your Authorized Users’ credentials that are used to access the Trial Services (together, “Account Credentials”), and for all activities, charges, losses (including losses resulting from any deletion, modification, or export of Your Data) and damages that result from your or your Authorized Users’ access to or use of the Trial Services, whether or not authorized by you. You will be responsible and liable to Altium for any breach of these Trial Terms by any Authorized User.

2.3. Restrictions on Use. You will not, and will not permit Authorized Users to: (a) use any robot, spider, other automatic device or program or manual process to copy or reproduce the Trial Services; (b) modify, revise, disable, bypass, circumvent or otherwise impede any security feature or measures used or deployed in conjunction with any Trial Services, including those employed to prevent or limit access to the Trial Services; (c) use the Trial Services in any manner that could disable, overburden, damage, or impair the Trial Services, or introduce any viruses or other harmful code into the Trial Services or Altium’s systems; (d) upload any content to the Trial Services that infringes upon the intellectual property or proprietary rights of any third-party or that is illegal, deceptive, fraudulent, obscene, defamatory, libelous, threatening, invasive of privacy, or related to minors; (e) create or enable the creation of derivative works, modifications, or adaptations of the Trial Services, or attempt to decompile, recompile, reverse engineer or disassemble the Trial Services or otherwise attempt to derive the source code (except where permitted by Law); (f) make the Trial Services available on a time-sharing basis or otherwise make available for the benefit of third-parties all or any part of the Trial Services; (g) install, use, copy, disclose, assign, publish, publicly display, distribute, frame, sublicense, lease, grant a security interest in, or transfer possession of the Trial Services, or mirror or scrape any data made accessible by the Trial Services, other than as permitted in these Trial Terms; (h) allow any third-party, including your Affiliates (unless otherwise agreed in an Order) and any Altium competitor, to access or use the Trial Services without Altium’s prior written consent; (i) use the Trial Services for any benchmarking purposes except for your internal evaluation purposes, or in any event, disclose the results of any benchmarking (whether or not obtained with assistance from Altium) to any third-party or use such results for any external purposes, including competitive analysis, marketing or publication; (j) conduct or authorize penetration tests of any Trial Services without advance written approval from Altium; (k) use any Trial Services in any manner that infringes the intellectual property rights or other rights of Altium or any third-party, or that violates any applicable Law; (l) use the Trial Services for historical or aggregate data analytics; or (m) use the Trial Services for any high risk activities where the use or failure of the Trial Service could lead to death, personal injury, or environmental damage, such as the direct or indirect operation of any equipment in any nuclear, aviation, mass transit, or medical applications, or in any other inherently dangerous operation.

3. INTELLECTUAL PROPERTY

3.1. Ownership. All right, title, and interest in and to the Trial Services and all intellectual property embodied by or related thereto are the exclusive property of Altium. Except for the limited rights granted to you in Section 2.1, Altium grants no rights or licenses to you in the Trial Services, and no license or other right is granted to you, directly or by implication, estoppel or otherwise, with respect to any intellectual property.

3.2. Feedback. If Altium receives any feedback, questions, comments, suggestions, reports about any errors, problems, or defects or similar information from you regarding any Altium products or services, including the Trial Services (collectively, “Feedback”), all Feedback, including intellectual property in such Feedback, will belong exclusively to Altium and will be considered Altium's Confidential Information. You hereby (a) assign all such rights in the Feedback to Altium to the fullest extent permitted by law, and (b) where such assignment is not permitted, grant Altium an exclusive, perpetual, irrevocable, worldwide, royalty-free, and transferable license (with the right to sublicense) to use, reproduce, distribute, modify, and commercialize such rights for any purpose.

4. CONFIDENTIALITY

4.1. Confidential Information. During the Trial Period, each party (a “Disclosing Party”) may disclose its confidential and proprietary information to the other party (a “Receiving Party”). “Confidential Information” of the Disclosing Party, means information disclosed by the Disclosing Party to the Receiving Party under these Trial Terms that is either: (a) clearly marked or otherwise clearly designated as confidential or proprietary; or (b) should be reasonably understood by the Receiving Party to be the confidential or proprietary information of the Disclosing Party.

4.2. Duty. The Receiving Party will: (a) not disclose the Disclosing Party's Confidential Information to any third-party unless Disclosing Party has given its specific and express prior written approval; (b) not use the Disclosing Party's Confidential Information for any reason other than to exercise its rights and perform its obligations under these Trial Terms; (c) protect the 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, contractors, and other Authorized Users on a "need-to-know" basis and who have an obligation of confidentiality no less stringent than such confidentiality obligations in these Trial Terms); and (d) monitor each Authorized User's use of the Altium Products to ensure that such Authorized User complies with these Trial Terms.

4.3. Permitted Disclosure. The Receiving Party may only disclose the Disclosing Party's Confidential Information (a) to the Receiving Party's Affiliates, employees, contractors, legal representatives, accountants or other professional advisors whose access to the Confidential Information is necessary to enable the Receiving Party to exercise its rights or perform its obligations under these Trial Terms and who are under obligations of confidentiality substantially similar to those in this Section 4; and (b) in response to a valid court order, Law, or other governmental action, provided that (a) the Disclosing Party is notified in writing prior to disclosure of the information and given reasonable opportunity to obtain a protective order, and (b) the Receiving Party assists the Disclosing Party, at the Disclosing Party's expense, in any attempt to limit or prevent the disclosure of the Disclosing Party's Confidential Information.

4.4. Return. Upon termination or expiration of this Trial Term or the Disclosing Party's earlier request, subject to the licenses granted by each party, the Receiving Party will, at its own expense, return the Disclosing Party's Confidential Information and cease all use of that Confidential Information, except that (a) Altium may retain copies of your Confidential Information to use as set forth in Section 9.4, (b) each party may retain copies of Confidential Information stored on backups made in the ordinary course of business and (c) each party may retain copies of Confidential Information as required by Law. Any retained Confidential Information will remain subject to the confidentiality obligations set forth in these Trial Terms.

4.5. Relief. In the event of a breach or threatened or attempted breach of the Receiving Party's obligations with respect to Confidential Information, the Disclosing Party may have no adequate remedy in money or damages and, accordingly, may immediately seek an injunction against such breach.

5. YOUR DATA

5.1. Your Data. Except as set forth in these Trial Terms, you retain all right, title and interest in and to (a) all data and information transmitted or uploaded to the Trial Service by you or on your behalf, (b) any files, designs, models, data sets, images, and documents created by you using the Trial Services in compliance with these Trial Terms, and (c) all intellectual property in or related to the foregoing (together, “Your Data”). Your Data excludes the Trial Services and any intellectual property embodied by or related to the Trial Services. You hereby grant to Altium a non-exclusive, non-transferable (except as set forth in Section ‎‎10.2 (Assignment)) license and right to access, use, reproduce, distribute, and display Your Data to provide and enable the Trial Services, to fulfill Altium’s obligations under these Trial Terms, to monitor your compliance with this Agreement and to develop, enhance, support and improve (including by detecting, investigating, mitigating, preventing, and fixing issues with) the Trial Services and other products and services of Altium and its Affiliates (provided that such products and services do not disclose Your proprietary models, designs, schematics or Confidential Information to third-parties). Altium or its Affiliates may engage third-parties to perform any of the foregoing activities, provided that Altium shall remain responsible for any breach of this Agreement caused by such third-parties

5.2. Aggregate Usage Data. Altium may collect, create or generate aggregated statistical and anonymized data relating to Your or the Authorized Users’ use of the Trial Services (such as where You are located, how often or how long You access the software or which features and functions You access and how You interact with the Trial Services), in all cases that does not personally identify You, Authorized Users or other natural persons (“Aggregate Usage Data”). All right, title and interest in and to the Aggregate Usage Data and intellectual property therein, will be solely and exclusively owned by Altium. Without limiting the foregoing, Altium may use Aggregate Usage Data for any purpose, including to provide, enable and develop and improve its products and services during or after the Term and any other commercial purposes.

5.3. Personal Data. You may not upload any Personal Data in connection with your use of the Trial Services. To the extent you believe you will be uploading Personal Data in connection with your use of the Trial Services, you must notify Altium at legal@altium.com to request a copy of Altium’s data processing agreement, in which case you will not upload any Personal Data in connection with your use of the Trial Services, until you and Altium have accepted the terms of Altium’s data processing agreement. Provision of any Personal Data in connection with the registration of your Altium account by you shall be governed by Altium’s Privacy Policy, available at https://www.altium.com/privacy-policy, as may be updated from time to time. “Personal Data” means any 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.

6. DISCLAIMERS

6.1. No Warranty. THE TRIAL SERVICES AND ANY RESULTS OR OUTPUTS OF THE TRIAL SERVICES, ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. THE PARTIES EXCLUDE ANY TERM NOT EXPRESSLY SET OUT IN THE AGREEMENT, INCLUDING ANY IMPLIED CONDITION, WARRANTY OR OTHER TERM OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR ANY CONDITION, WARRANTY OR OTHER TERM ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF DEALING OR TRADE USAGE, OR THAT THE TRIAL SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, IN EVERY CASE TO THE EXTENT PERMITTED BY LAW. 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.

6.2. Product Liability. ALTIUM SHALL BEAR NO RESPONSIBILITY OR LIABILITY FOR ANY FAILURE OR MALFUNCTION OF OR ISSUES RELATING TO PRODUCTS DEVELOPED USING TRIAL SERVICES, INCLUDING FAILURES OR MALFUNCTIONS THAT COULD RESULT IN PERSONAL INJURY, DEATH, OR CATASTROPHIC LOSS. YOU ARE SOLELY RESPONSIBLE FOR YOUR AND YOUR AUTHORIZED USERS’ DESIGN CHOICES, USING APPROPRIATE SAFEGUARDS TO PROTECT AGAINST POTENTIALLY DANGEROUS CONSEQUENCES, AND ENSURING THE SAFETY, RELIABILITY, AND PERFORMANCE OF ANY PRODUCTS DEVELOPED USING TRIAL SERVICES OR PROFESSIONAL SERVICES.

6.3. No Services. Altium is not required to provide you and you shall not be entitled to receive any support, maintenance, professional or technical services in connection with the Trial Services. No service levels or guaranteed levels of availability apply to the Trial Services.

6.4. Security. Altium’s sole obligation with respect to security will be to require its cloud service providers through which any of the Trial Services are made available, or any of Your Data is stored, to provide commercially reasonable security measures aligned with industry standards. Altium will have no obligation to enhance or supplement such measures and you will be solely responsible for determining the adequacy of such measures for Your Data and use of the Trial Services. Altium will 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

7. LIMITATION OF LIABILITY.

7.1. Consequential Losses Exclusion. EXCEPT TO THE EXTENT THE LIABILITY OF A PARTY CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW OR A PARTY’S LIABILITY UNDER SECTIONS ‎3, ‎‎8 OR ‎10.16, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY IN CONNECTION WITH THESE TRIAL TERMS WHETHER BY STATUTE, CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE (A) FOR LOSS OF PROFITS (EXCLUDING FEES OWED UNDER THE AGREEMENT), LOSS OF GOODWILL, BUSINESS INTERRUPTION OR COST OF DELAY, LOSS OF USE OR LOST OR INACCURACY TO BUSINESS INFORMATION OR DATA OF ANY KIND (WHETHER DIRECT OR INDIRECT) OR (B) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF IT IS AWARE OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES.

7.2. Limitation of Liability. To the extent the liability of a party cannot be limited under applicable Law and except for your liability arising from use of the Trial Services in breach of these Trial Terms (which shall not be limited or excluded), and a party’s liability under Section ‎8 or ‎10.16, the total cumulative liability of a party to the other party for any and all claims and damages arising under these Trial Terms, whether by statute, strict liability, contract, tort or otherwise, will not exceed USD $100.

7.3. Essential Bargain. Each party acknowledges and agrees that this Section ‎7 is a fundamental basis of the bargain and a reasonable allocation of risk between the parties. The financial terms in the Order reflect this allocation of risk and the limitation of liability specified in these Trial Terms.

8. INDEMNIFICATION

8.1. Your Indemnification Obligation. You will defend Altium and its Affiliates, and their respective officers, directors, employees, agents and representatives (the “Altium Indemnitees”) from and against any third-party claim resulting from (a) Your Data, (b) Your misuse of the Trial Services, including any use or combination with any hardware, software, system, network, service or other matter which infringes the intellectual property rights of any third-party; (c) any unauthorized access to Your account on the Trial Services not caused by Altium; (d) Your breach of these Trial Terms or Your failure to comply with applicable Laws in the performance of these Trial Terms; or (e) Your gross negligence, willful misconduct, or fraud. You will indemnify the Altium Indemnitees against all damages finally awarded against the Altium Indemnitees (or the amount of any settlement any Altium Indemnitee enters into) with respect to such claims.

8.2. Indemnification Procedure. Altium will notify you in writing, with reasonable promptness, of any claim brought against it under this Section ‎8 and will reasonably cooperate with you in the defense or settlement of any claim. For purposes of this Section ‎‎8, (a) you will have full control of the defense or settlement of any claim brought under this Section and any related appeal, provided that you may not settle any claim in a manner that imposes any liability or specific performance obligation on Altium without Altium’s prior written consent, and (b) Altium may participate in the defense of any claim at its expense and through counsel of its own choosing.

8.3. Infringement by Trial Services. In the event that the Trial Services infringe, or Altium believes the Trial Services are likely to infringe, the intellectual property rights of a third-party, Altium may, at its option, (a) obtain for you, by license or other release, the right to continue to use the Trial Services in accordance with these Trial Terms, (b) provide you with a substitute, functionally equivalent and non-infringing version of the Trial Services, or (c) modify the Trial Services to make them non-infringing and functionally equivalent in all material respects. If, despite the exercise of prompt and commercially reasonable efforts, Altium is unable to accomplish any of options (a), (b) or (c) above, then Altium may terminate these Trial Terms or the applicable Order with respect to the affected Trial Services by providing You with at least 30 days’ prior written notice.

9. TERM, TERMINATION AND SUSPENSION

9.1. Term. These Trial Terms will commence on the date on which the earlier of the following occurs: (a) the date you accept these Trial Terms, or (b) the date you access or use any Trial Service, and will continue until the earlier of termination of these Trial Terms under Section ‎9.2 or elsewhere in these Trial Terms or expiration or termination of the Trial Period.

9.2. Termination. You may terminate these Trial Terms or Trial Period at any time and for any reason upon written notice to Altium. Altium may terminate these Trial Terms or Trial Period at any time and for any reason, upon written notice to you. These Trial Terms and Trial Period will immediately terminate upon the commencement of any subscription purchased by you of any Trial Services or similar services.

9.3. Effect of Termination. Termination of these Trial Terms shall automatically terminate the Trial Period. Upon any termination or expiration of the Trial Period, Altium shall no longer provide the Trial Services to you, and you shall promptly cease and cause its Users to promptly cease using the Trial Services. Termination of the Trial Period by Altium shall not prejudice any rights or remedies available to Altium for any breach of these Trial Terms by you. Sections ‎ ‎‎1.4, ‎2.3, ‎3,‎4, ‎6, ‎7, ‎8, ‎9, and ‎10 of these Trial Terms shall survive the termination or expiry of the Trial Period for any reason.

9.4. Your Data Upon End of Trial Period. Prior to the termination or expiration of the Trial Period, you may retrieve Your Data in accordance with established and reasonable system access procedures. In the event you purchase a subscription to a paid version of the Trial Services during the Trial Period, Altium may retain some or all Your Data to enable you to access such Trial Services as part of its paid subscription. After the Trial Period, unless otherwise stated in a separate agreement between the parties governing your purchase of a subscription to a paid version of the Trial Services, Altium shall have no further obligation to store or make available Your Data to you and will delete such Your Data.

10. GENERAL

10.1. Entire Agreement. These Trial Terms constitute the complete and exclusive agreement between the parties related to the subject matter of these Trial Terms and supersede, terminate and extinguish all prior and contemporaneous agreements, rights granted, discussions, correspondence, negotiations, promises, arrangements, proposals, quotes, marketing materials, due diligence documentation, representations, purchase orders and understandings, concerning the subject matter of these Trial Terms.

10.2. Assignment. These Trial Terms will not be transferable or assignable by you, by operation of Law, merger, sale of assets or otherwise, without Altium’s prior written consent. Altium may freely assign, transfer or delegate any of its rights or obligations under these Trial Terms. Any transfer or assignment in violation of this Section will be void. These Trial Terms will be binding upon each party’s successors and permitted assigns. Altium may subcontract any of its obligations under these Trial Terms to any third party. Altium shall remain responsible for compliance with these Trial Terms, including any of its subcontractors’ performance thereof.

10.3. Governing Law. These Trial Terms and any claims (including but not limited to any non-contractual claims) shall be governed by and construed in accordance with the laws of the State of California, USA without regard to its conflict of law provisions. The parties hereby irrevocably consent to the non-exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in San Diego, California for the purpose of adjudicating any action or proceeding to enforce the term of these Trial Terms. The United Nations Convention on Contracts for the International Sales of Goods and any conflicts of law principles and the Uniform Information Transaction Act (where enacted) will not apply to these Trial Terms.

10.4. Equitable Relief. In addition to any other remedies available to Altium, nothing in these Trial Terms shall prevent Altium from seeking emergency, preliminary, or interim injunctive relief and/or other appropriate equitable relief or conservatory measures in a court of competent jurisdiction if You breach (or attempt or threaten to breach) Your obligations related to confidentiality or intellectual property ownership under these Trial Terms. In such cases, Altium shall be entitled to seek such relief without the need to post bond or prove damages.

10.5. Force Majeure. Except for the obligation to make payments, nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, pandemic, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing party.

10.6. Notices. All notices will be in writing and given when delivered to the address set forth in an Ordering Document as to you and to Altium at legal@altium.com. Notices from Altium to you may also be in the form of an electronic notice to Your authorized representative or administrator designated in an Order.

10.7. Relationship of the Parties. The relationship between the parties is that of an independent contractor, and nothing in these Trial Terms shall be construed as making the parties partners or creating the relationships of employer and employee, master, and servant, or principal and agent between them, for any purpose whatsoever. Nothing contained in these Trial Terms is intended or shall be construed to confer upon any third party any rights, benefits or remedies of any kind or character whatsoever, or to create any obligation of a party to any such` third party.

10.8. No Waiver; Amendments. Subject to Section ‎10.9, any waiver, modification, or amendment of any provision of these Trial Terms will be effective only if in writing and agreed by the parties. Failure by either party to enforce any provision of these Trial Terms shall not be deemed a waiver of future enforcement of that or any other provision.

10.9. Amendments Required by Law. To the extent permitted by Law, Altium may amend these Trial Terms by providing you with reasonable prior written notice (“Amendment Notice”) if such amendment is required to enable Altium to comply with applicable Laws or if such amendment is otherwise required by applicable Laws, where notice may be provided to you via email to your authorized representative or administrator or any other method Altium considers reasonable under the circumstances. If you do not agree to such amendment, you may cancel your access to the Trial Services upon providing written notice to Altium within 14 days of your receipt of the Amendment Notice.

10.10. Severability. The invalidity or unenforceability of one or more provisions of these Trial Terms will not affect the validity or enforceability of any of the other provisions of these Trial Terms, and these Trial Terms will be construed in all respects as if such invalid or unenforceable provision(s) were omitted.

10.11. Product Amendment. Notwithstanding any other provision under these Trial Terms, Altium may make modifications to the Trial Services or a particular component of the Trial Services from time to time.

10.12. Interpretation. The section headings and titles contained in these Trial Terms are for reference only, and will not be deemed to affect the meaning or interpretation of these Trial Terms. The words “third party” or “third parties,” when used anywhere in these Trial Terms, refer to any person other than the parties. The singular will include the plural, the conjunctive will include the disjunctive, and the masculine gender will include the feminine and neuter, and vice versa, unless the context otherwise requires. Each use of the word “include,” “includes,” or “including” will be deemed in each case to be followed by the words “but not limited to.” 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. These Trial Terms will not be construed strictly for or against either party because that party, or its attorney, prepared these Trial Terms or any provision hereof.

10.13. Governmental Use. The Trial Services contain commercial computer software developed exclusively at Altium’s expense. Accordingly, pursuant to the United States Federal Acquisition Regulations (FAR) Section 12.212 and Defense FAR Supplement Section 227.7202, use, duplication and disclosure of the Trial Services by or for the United States Government is subject to the restrictions set forth in these Trial Terms. The manufacturer is Altium LLC, 4225 Executive Square, Suite 700, La Jolla CA 92037, United States.

10.14. Export Control Restrictions. You acknowledge that the Trial Services are subject to Laws, restrictions, and regulations of the United States and other jurisdictions that govern the import, export, and use of the Trial Services. You agree to comply with all applicable international and national Laws that apply to the Trial Services, including the U.S. Export Administration Regulations administered by the U.S. Department of Commerce, Bureau of Industry & Security (BIS) and sanctions imposed by the U.S. Department of Treasury, Office of Foreign Assets Control (OFAC) as well as end-user, end-use and destination restrictions enforced by U.S. and foreign governments. You represent and warrant to Altium that You will comply with all U.S. and international export control Laws in Your use of the Trial Services and will not directly or indirectly engage in the export, re-export, release, or transfer of Trial Services contrary to U.S. and international export control Laws and sanctions regimes or use the Trial Services in connection with any restricted end use. You will not, and will not permit any Authorized User to, access or use the Trial Services in any U.S. embargoed country or region (currently including the Crimea/Sevastopol, Luhansk and Donetsk regions of Ukraine, Cuba, Iran, North Korea, Russia, Sudan, and Syria), as may be updated from time to time (“Embargoed Countries”). You represent, warrant and covenant that neither You nor the Authorized Users (i) are a citizen or resident of, or located within, any Embargoed Country, or (ii) are identified on any applicable government restricted party lists (including, the U.S. Treasury Department's Sectoral Sanctions List and List of Specially Designated Nationals and Blocked Persons, the U.S. Department of Commerce’s Denied Party List, Entity List and Unverified List, and the U.S. Department of State’s proliferation-related lists). You agree to immediately notify Altium at tradecompliance@altium.com in the event of any suspected or actual violation of U.S. export control and sanctions Laws. Altium is a multinational company and may have employees located in, or providing services or support from, different countries. You may not send, transfer, release or otherwise provide Altium with access to data that is subject to export licensing or other similar requirements including technical data subject to the International Traffic in Arms Regulations, technology subject to controls under the Export Administration Regulations, data controlled for national security reasons or other data, technology or software that requires a license for export, re-export or transfer or which may otherwise not be provided to Altium under applicable Laws without prior notice to Altium and express written confirmation or protocols that such data may be received. You bear all responsibility for safeguarding Your 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 access to Your Data to Altium, You agree to promptly notify Altium and to indemnify and hold Altium harmless.

10.15. Definitions. In these Trial Terms:

“Affiliate” means any corporation, partnership, or other legal entity now existing or hereafter organized that directly or indirectly controls, is controlled by or under common control with a Party, for so long as such entity has control, is controlled or under common control with a party. For purposes of the definition of Affiliate, “control” means the direct possession of a majority of the outstanding voting securities of an entity.

“Authorized User” means an employee, contractor, or other authorized representative of you who is authorized to use the Trial Services under the terms of these Trial Terms.

“Law” means any declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction of or by any federal, state, municipal, local, territorial or other governmental department, regulatory authority, judicial or administrative body, whether domestic, foreign or international.