Altium Website Terms of Service

1. General.

These Altium General Terms of Service govern Your use of any Altium website and any other website of Altium or its Affiliates which includes these TOS (each, an “Altium Website”).  The term “You” as used in these TOS means the entity on behalf of which these TOS are accepted, or if that does not apply, the individual accepting these TOS.  The individual accepting these TOS agrees and represents that: (a) they have full legal authority to bind their employer or such entity to these TOS, and (b) they agree to these TOS on behalf of their employer or such entity.  The Altium Websites allow You and others to engage in a variety of activities, such as to find information and purchase software licenses and subscriptions and services of Altium and its Affiliates and share information with Altium and its Affiliates.  BY REGISTERING FOR, USING OR ACCESSING ANY ALTIUM WEBSITE, YOU AGREE TO THESE TERMS OF SERVICE.  IF YOU DO NOT AGREE, PLEASE EXIT THE ALTIUM WEBSITE AND REFRAIN FROM FURTHER USE.  YOU MAY ACCESS AND USE THE ALTIUM WEBSITES ONLY IF YOU ARE 18 YEARS OR OLDER OR THE AGE OF LEGAL MAJORITY WHERE YOU RESIDE IF SUCH AGE IS HIGHER THAN 18.  These TOS may be modified or amended by Altium at any time and will apply upon Your use of the Altium Websites after any such change. If You do not agree to changes made to these TOS, You must discontinue Your use of the Altium Websites.  So long as You agree to comply with and do comply with these TOS Altium grants You a non-exclusive, non-transferable and non-sublicenseable right to access and use the Altium Websites and any text, content, materials, data, information, graphics, logos, sound, and images (collectively, “Data”) made available to You on the Altium Websites, as more particularly described below.  All references to Altium Websites herein shall be deemed to include any Data made available on such Altium Websites.  As used in these TOS, “Affiliate” means, for any entity, any other entity that, directly or indirectly, Controls, is Controlled by or is under common Control with such entity, where “Control” means, with respect to any entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities (or other ownership interest), by contract, or otherwise.  

2.  Privacy; Policies.

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 (as it may be updated from time to time).  Your access and use of the Altium Websites will also be governed by the policies and terms found on the Altium Websites, which Altium may update from time to time. 

3. Products and Services.

These TOS apply to Your use of any Altium Website.  If you access or purchase any Altium product or service via any Altium Website, Your use of and access to such Altium products and services will be governed by Altium’s master services agreement (“MSA”) which can be found at https://www.altium.com/master-services-agreement or such other separate written agreement entered into by You and Altium or Altium’s Affiliate.  In the event of any conflicts between these TOS and the MSA or such separate written agreement, the terms and conditions of the MSA or such separate written agreement shall control.

4. Ownership and Legal Protection.

The Altium Websites, together with all underlying computer code in any form, and all associated trade dress or “look and feel” of any Altium Website, 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 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 Websites, 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.  

6.  Restrictions on Service Usage Rights.

The rights granted to You to use any Altium Website 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 any Altium Website or on any infrastructure that supports the same;
• gaining access to any protected area of any Altium Website 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 Altium Website other than Yourself;
• taking any action that interferes with or attempts to interfere with the proper working of the Altium Website or with any other visitor’s use of the same;
• reproducing, uploading, downloading, linking to, framing, mirroring data, data scraping, performing in public, displaying, publishing, distributing, transferring, or transmitting any portion of the Altium Website without Altium’s prior consent;
• using any device to automatically or manually scan, probe or monitor any Altium Website or any portion thereof;
• taking any action that copies, modifies, creates derivative works from, licenses or otherwise transfers, or attempts to do any of the foregoing, any portion of any Altium Website;
• submitting any Data to any Altium Website that contains any virus, Trojan Horse, worms, timebombs, cancelbots, or password mining;
• submitting any Data to any Altium Website that: a) is unrelated to a design that You are working on in using the same; b) is the property of a third party and as to which You have no rights to possess; or c) does not accurately identify You or identify You in a false way so as to hide Your identity;
• accessing any Altium Website in order to directly or indirectly create or assist others in creating a competing website, platform or service;
• transmitting to or through any Altium Website any Data that is: unlawful, 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 Altium Website for purposes of allowing an Altium competitor to access the same or for any other commercial purpose;
• using any Altium Website for any purpose prohibited by these TOS or by law.

7. Links to and Product Availability from Other Websites.

Some Altium Websites may contain links to third-party, non-Altium websites or services or may contain Data provided by third parties.  Such links and Data are provided for Your convenience only and Altium does not control or endorse any such third-party websites, services or Data, nor is Altium responsible for any damage that You suffer in linking to or interacting with such third-party websites or services or in connection with the Data provided by third parties.  YOUR ACCESS AND USE OF ANY THIRD PARTY WEBSITES, SERVICES, OR DATA IS SOLELY GOVERNED BY THE APPLICABLE THIRD PARTY’S AGREEMENT AND IS AT YOUR OWN RISK.  ALTIUM SHALL HAVE NO LIABILITY IN CONNECTION WITH ANY THIRD PARTY WEBSITES, SERVICES OR DATA.

8. Your Data

By posting, transmitting or uploading any Data to the Altium Websites (“Your Data”), You grant to Altium a perpetual, irrevocable (subject to mandatory and applicable data protection laws and regulations), non-exclusive, world-wide, fully-paid up and royalty free license to use Your Data without restrictions of any kind and without any payment or other consideration of any kind, or permission or notification, to You or any third party.  This license includes, without limitation, the irrevocable (subject to mandatory data protection requirements) right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license and provide Your Data to third parties; to make, have made, offer to sell, sell, lease, or otherwise distribute Your Data or product; and to practice any method, embodying Your Data (including the right to sublicense any of the foregoing); provided however, that this is subject to our Privacy Policy with respect to our use of Your Data which constitutes personal information, and any other written agreement between You and Altium or its Affiliate.

By submitting, storing or accessing any of Your Data through any Altium Website 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.  You agree that You will not treat the Altium Websites, products or services as a storage service and that You are solely responsible for maintaining comprehensive back-up copies of all Your Data.

Altium may elect not to post or publish Your Data that You submit.  If Altium elects to post or publish Your Data, Altium may in its sole discretion withdraw Your Data that has been posted or published for any reason and without notice even if Altium has previously indicated to You that Altium might or will post Your Data. 

9. Confidential Information.

You agree not to provide Altium or other users with any confidential or proprietary information that You or the owner of the information do not intend to become public information.  Except for Your Data clearly labeled as confidential, any of Your Data that You send or upload to an Altium Website will be deemed NOT to be confidential or proprietary, and You expressly agree that You waive any trade secret or other confidentiality rights with respect to such Data.  This Section shall not apply to any information shared by You pursuant to a separate confidentiality or non-disclosure agreement entered between You and Altium or an Altium Affiliate.

ALL DATA POSTED BY YOU TO AN ALTIUM WEBSITE SHALL BE AT YOUR OWN RISK, AND ALTIUM TAKES NO RESPONSIBILITY FOR THE USE OR MISUSE OF ANY SUCH UPLOADED INFORMATION BY ANY OTHER USER OF AN ALTIUM WEBSITE.

10. DMCA.

In the event that Altium receives notification that any of Your Data submitted by You to an Altium Website 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 Data on an Altium Website infringes upon Your copyright rights, You may notify Altium of the same at legal@altium.com.

11. Disclaimer.

ALTIUM DOES NOT GUARANTEE THAT ANY ALTIUM WEBSITE WILL ALWAYS BE AVAILABLE, ERROR-FREE OR UNINTERRUPTED.  THE CONTENT DISPLAYED WHEN YOU USE ANY ALTIUM WEBSITE 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 THE ALTIUM WEBSITES, 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 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 ALTIUM WEBSITE.  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.

12. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ALTIUM BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE, DATA, COMPUTER DOWNTIME, OR OTHER INTANGIBLE LOSSES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR ASSOCIATED WITH YOUR USE OF (OR INABILITY TO USE) ANY ALTIUM WEBSITE, EVEN IF ALTIUM HAS BEEN NOTIFIED OF THE POSSIBILITY 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.  ALTIUM SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES TO THE EXTENT THAT THEY ARE CAUSED BY YOU OR ANY OTHER USER OF THE ALTIUM WEBSITES.  IF ALTIUM IS NOT ENTITLED BY APPLICABLE LAW TO LIMIT ITS LIABILITY PURSUANT TO THE FOREGOING, THEN, TO THE EXTENT ALTIUM IS PERMITTED TO DO SO, ALTIUM LIMITS THAT LIABILITY TO REPROVISION OF THE RELEVANT ALTIUM WEBSITE.  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.

13. Indemnity.

You agree to defend  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.  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. 

14. Violations of Terms of Service. 

Altium may at any time take action to bar or suspend Your continued use of any Altium Website 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.

15. Term and Termination.  

These TOS become effective upon the first date You access any Altium Website (“Effective Date”) and continue unless terminated in accordance with the terms of these TOS.  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; provided however that if You are subject to the MSA (including any related order forms) or other separate written agreement, any termination by You shall be subject to the terms of such MSA and order forms or separate written agreement.  Altium may, in its sole discretion, at any time discontinue providing or limit access to the Altium Websites, any area of the Altium Websites, and any Data on the Altium Websites.  You agree that Altium may, in its sole discretion, at any time terminate or limit Your access to or use of any or all of the Altium Websites and Altium Data.    

16. Notices. 

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

17. Governing Law; Mandatory Arbitration; Class Action Waiver. 

You agree that all disputes that arise out of or are in any way related to Your use of any Altium Website shall be governed exclusively by California, U.S.A. law, without regard to its choice of law principles or rulings.  Any claim that You have against Altium related to any Altium Website 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 You will be deemed to have waived such claim.  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.  You and Altium agree that any and all disputes arising from or relating to Your use of any Altium Website shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce then in effect (the “ICC Rules”) by a single arbitrator appointed in accordance with the ICC Rules.  There is no judge or jury in arbitration, and court review of an arbitration award is limited.  However, an arbitrator can award on an individual basis the same damages and relief as a court (including statutory damages, attorneys’ fees and costs), and must follow and enforce these TOS as a court would.  More information about the ICC Rules can be found at https://iccwbo.org/dispute-resolution/dispute-resolution-services/arbitration/.  The language of the proceedings shall be English.  Case management and other hearings will be heard via telephone unless otherwise agreed to.  The seat of the proceedings shall be the location set forth below, or the county of Your registered address.

In any such arbitration, the existence of the proceedings, the names of the parties, the nature of the claims, the names of any witnesses or experts, any procedural orders or awards, and any evidence that is submitted or produced in the arbitration and not otherwise in the public domain shall be kept confidential by the arbitrator and the parties.  This requirement shall apply except and to the extent that disclosure may be required to fulfil a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a court of competent jurisdiction.

You acknowledge and agree that any and all disputes between the parties will be resolved only in individual arbitration.  The parties expressly waive the right to have any dispute brought, heard, administered, resolved or arbitrated as a mass action, and neither an arbitrator nor an arbitration provider will have any authority to hear, arbitrate or administer any mass action or to award relief to anyone but the individual in arbitration.  The parties also expressly waive the right to seek, recover or obtain any non-individual relief.

For any dispute (or part of a dispute) that is not subject to arbitration, You agree that any claim will be brought only in Your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding, thereby waiving the right to participate as a class representative or class member in a class action relating in any way to a dispute, waive any right You may have to a trial by jury and agree to have such matter tried by a court without a jury.  By accepting this mandatory arbitration and class action waiver provision, You agree to waive the right to initiate or participate in a class action, representative action, private attorney general action or consolidated arbitration in any matter encompassed by this mandatory arbitration and class action waiver provision.

Each party will continue to have the following rights: (i) right to file for bankruptcy in court, (ii) right to take legal action to enforce the arbitrator’s decision, and (iii) right to request that a court of law review whether the arbitrator exceeded its authority.  Notwithstanding the foregoing, either party may bring an individual action in small claims court.  This provision does not preclude either party from seeking an individualized preliminary injunction or temporary restraining order, pending arbitration, in any court that has jurisdiction.  Nor does this provision bar You from bringing issues to the attention of federal, state or local agencies.

The arbitrator’s award will be final and binding on all parties to the arbitration.  Either party may enter judgment on the award in any court.  Nothing in these TOS will give the arbitrator any authority, power or right to alter, change, amend, modify, add to or subtract from the provisions of these TOS.  The parties agree that this provision will be governed by the Federal Arbitration Act, 9 USC §1 et seq.  

Altium will bear the expense and fees for the arbitrator and other incidental costs (including any filing fees or administration fees) that would not be incurred in a court proceeding.  Each party will otherwise bear the expense of their respective attorneys, experts and witnesses and other expenses, regardless of who prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines.

18. Administration of Service. 

Altium administers the Altium Websites from various locations throughout the world.  Although the Altium Websites 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.

19. Export Laws. 

In connection with any use by You of any Altium Website You agree to comply with all applicable local and international export control laws and executive orders that apply to software or services, such as restrictions on geographic locations, end-users or end-use.  Altium Websites may not be accessed or used by any national of, or any person located in, certain countries or groups against which the United States, European Union, United Kingdom and/or Japan have instituted sanctions (currently including the Crimea/Sevastopol, Luhansk and Donetsk regions of Ukraine, Iran, Cuba, North Korea, Russia, Syria and Sudan), Specially Designated Nationals, and other proscribed persons who are listed on any denied parties lists maintained by the United States, European Union, United Kingdom and/or Japan.  Further restrictions apply to any end user who will utilize Data provided on an Altium Website in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems; or any end user who has been prohibited from participating in the United States, European Union, United Kingdom and/or Japan export transactions by any agency of the United States, European Union, United Kingdom and/or Japan.

Your access of an Altium Website constitutes Your express representation that (1) the person attempting access thereunder is not located in such sanctioned country or a national of any such sanctioned country or group or a specially designated national, (2) is not included on any denied parties list, (3) has not been prohibited from participating in United States, European Union, United Kingdom and/or Japan export transactions; (4) Your use of the Altium Website is not restricted, and (5) You have not disclosed or provided Your password and user ID to any such person for use under Your account.  You shall be fully liable and subject to prosecution to the full extent of the law for any violations of this paragraph.

If You access the Altium Websites from outside the United States, European Union, United Kingdom and/or Japan, You are doing so at Your own risk, and You remain fully responsible and liable for familiarity and compliance with these TOS as well as with the laws, regulations, directives, codes, and rules of the United States, European Union, United Kingdom, Japan, and the country within which you reside, including applicable import and export compliance laws and regulations, as well those of the jurisdiction from which You are accessing an Altium Website, and any other applicable jurisdiction which may be involved in the access, transmission, routing, receipt, disclosure, storage or use of information on an Altium Website.

20.  Prior TOS.  

If You executed an agreement with Altium governing Your use of any Altium software products or services prior to the Effective Date of these TOS and such agreement incorporated Altium’s Terms of Service, the terms and conditions governing Altium software products or services found in such prior version of these Terms of Service (linked above) continue to apply to You until such separate agreement expires or is terminated or you agree to a new agreement with Altium governing your use of Altium software products or services following the Effective Date. 

21. Complete Agreement. 

Subject to section 20, these TOS set forth the entire understanding and agreement between the parties in connection with Your use of any Altium Website 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.