Altium LLC (“Altium”) offers a license to its CAD model design viewer located at www.altium.com/viewer (“Viewer”) to You (“Licensee” or “You” herein) upon the following terms and conditions. Your using the Viewer constitutes your acceptance of these terms and conditions. If you do not wish to agree to these terms and conditions then you must discontinue all use thereof.
LICENSE GRANT. Altium hereby grants to Licensee a perpetual (except for material breach by Licensee), royalty and fee-free, non-exclusive worldwide license to access and use the Viewer on websites of its choosing solely for the purpose of offering the functions and features therein to its website visitors (the “Purpose. bUpon termination of this Agreement for any reason the limited license granted to Licensee herein shall also immediately terminate. In no event shall Licensee create any derivative works of or undertake any of its own development of the Viewer, create derivative works thereof, sell, commercialize or charge its website users any fee for their use thereof.
INTELLECTUAL PROPERTY OWNERSHIP. Licensee understands and agrees that Altium owns all intellectual property rights in the Viewer, including but not limited to all patent, copyright and trademark rights and all goodwill associated therewith and that Licensee obtains no such ownership rights through the grant of the license herein. You further agree that You will not delete or remove any references in the Viewer to Altium’s trademark or copyright rights. Altium in its sole discretion may change the features or functionality of its Viewer and will notify Licensee of the same either by email to an address provided by Licensee or by posting such changes on an Altium website. Licensee further understands and agrees that any ideas, suggestions or inventions submitted by Licensee or any of its website users to Altium shall belong exclusively to Altium to use or not use in its sole discretion and without any obligation to Licensee or its website users; provided, however, that such ownership rights by Altium shall not apply to any printed circuit board designs created by Licensee or its Website users through use of the Viewer and that all ownership rights therein shall belong exclusively to Licensee and/or its website users.
NO SUPPORT, MAINTENANCE OR SERVICE LEVEL OBLIGATIONS. Licensee understands and agrees that Altium shall in no event be obligated to provide support and maintenance, bug fixes, updates or upgrades to the Viewer; notwithstanding the foregoing, in the event that Altium does engage in any bug fixing or creating updates or upgrades to the Viewer such modifications thereto shall be automatically available to You for use on Your website. Licensee further understands and agrees that Altium makes no service level commitment concerning availability of and access to the Viewer by Licensee or its website users.
TERM AND TERMINATION. The term of this Agreement shall be perpetual unless earlier terminated by Altium for material breach by Licensee, or by Licensee for convenience. In the event of any termination Licensee shall refrain from any further use of the Viewer, including but not limited to disabling the same on any websites in which it has been partially embedded and shall certify to Altium that it has done so.
NO WARRANTIES OR LIABILITIES. The Viewer is provided "AS IS" and without any warranty, express or implied, including any warranties related to title or non-infringement. Altium specifically disclaims any implied warranties of merchantability and fitness for a particular purpose. In no event shall Altium be liable for any damages in connection with Licensee’s use of the Viewer, including but not limited to direct, indirect, consequential, incidental or punitive damages and shall in no way be liable for any claims for lost profits, lost savings or downtime, whether resulting from impaired or lost data, software or computer failure or any other cause, or for any other claim by the Licensee or for any third party claim.
GENERAL. The terms of this Agreement set forth the entire agreement between Altium and Licensee concerning the subject matter hereof and supersede any prior understanding between them regarding the same, whether in written or oral form or established by course of conduct. This Agreement may be amended or modified only by a writing signed by authorized representatives of both parties. This Agreement is governed exclusively by California law, USA, excluding that law relating to conflict or choice of law. In the event of any dispute between the parties related to or in any way associated with this Agreement, its performance, breach or interpretation such dispute shall be addressed exclusively in the state or federal courts located in San Diego County, California, USA and both parties submit to the exclusive jurisdiction and venue therein.