ALTIUM LIMITED END-USER LICENSE AGREEMENT

IMPORTANT READ CAREFULLY

THIS ALTIUM LIMITED END-USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL PERSON OR A SINGLE LEGAL ENTITY, REFERRED TO HEREIN AS THE "USER") AND ALTIUM LIMITED ("ALTIUM" HEREIN) FOR THE USE OF CERTAIN COMPUTER TECHNOLOGY DEVELOPED AND DISTRIBUTED BY ALTIUM, WHETHER IN THE FORM OF COMPUTER SOFTWARE, HARDWARE, FIRMWARE OR ANY OTHER FORM. PLEASE READ THIS DOCUMENT CAREFULLY BEFORE USING THE LICENSED MATERIALS. BY USING THE LICENSED MATERIALS, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, YOU ARE NOT PERMITTED TO USE THE LICENSED MATERIALS; IF YOU HAVE ALREADY PURCHASED THE LICENSED MATERIALS, BUT HAVE NOT USED THEM, PROMPTLY RETURN THE LICENSED MATERIALS TO THE PLACE WHERE YOU OBTAINED THEM AND YOUR MONEY WILL BE REFUNDED.

1. DEFINITIONS
In this EULA, unless the context is otherwise required, the following expressions will have the following meanings: Altium means Altium Limited and any or all of its subsidiaries, divisions or subdivisions. Bundle(d) refers to when two or more Altium Products are supplied together as an inclusive package. When Products are supplied as a Bundle they are deemed a single Product in terms of their usage and transfer. In no event shall User be permitted to install any portion of a Bundled Product on a computer or LAN for which any of the Bundled Products are not licensed. Effective Date means the commencement date of this License with respect to the applicable Licensed Materials, which shall be the date you obtain the Licensed Materials. User means the entity, either individual or company, that is obtaining the Licensed Materials. Software Products means any and all Altium computer software applications that accompanies or is hereafter provided pursuant to this EULA, including any associated media, printed materials and electronic documentation. The Software Product also includes any other Bonus Technology provided by Altium to User for use by User in creating add-on products to the Altium software application provided hereunder. The Software Products also include 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 Products, to the extent that such items are not accompanied by a separate license agreement or terms of use. Bonus Technology means an additional Altium Software Product provided to User as an addition to the existing Altium software application User already has licensed or is licensing hereunder. All Bonus Technologies are deemed to become part of the original Software Products, and all terms and conditions of this EULA apply to them. Bonus Technologies are licensed for use only in conjunction with the original license for which they were supplied as Bonus Technology items. All limitations, including installation and usage, and Software Product transfer, apply to them. In no event shall User be permitted to install any Bonus Technology on a computer or LAN for which the Altium software application is not licensed. Developer Edition means an Altium Software Product that is accompanied by the Developer Kit or other Bonus Technologies to permit User to create add-on products for Altium Software Products. Developer Kit means Bonus Technologies supplied when a Developer Edition of an Altium Software Product is licensed by User. The Developer Kit includes programmer-relevant software interface documentation, source code examples, and Runtime Libraries. Runtime Libraries means compiled software development library files supplied as part of the Developer Kit. Intellectual Property Rights means patent, copyright, design right (whether registered or unregistered), confidential information and any other intellectual property rights or howsoever described or, where the context so admits or requires, and one or more of the foregoing. Core means a block of logic or data used to implement specific component functionality in an FPGA (Field Programmable Gate Array) or an ASIC (Application Specific Integrated Circuit). Altium Cores are supplied as pre-synthesized EDIF, or as hardware description language source code. Libraries means compiled computer software development library files supplied as part of the Licensed Materials. Licensed Materials means the computer hardware, firmware and Software Products (including but not limited to all Bonus Technologies, Bundled Software Products, Cores and Libraries) provided to User hereunder. Licensed User Products means any integrated circuits designed, manufactured or marketed by or on behalf of User that incorporate all or any of the Libraries, or were designed using any of the Licensed Materials. LAN or Local Area Network means an interconnected set of computers, all of which are physically located within a twenty (20) mile radius, upon which any computer software provided as part of the Licensed Materials may run. Permitted Use means use by the User of the Licensed Materials in accordance with Section 2 below. Security System means the method of enabling any computer software provided with the Licensed Materials to operate in accordance with the way they have been licensed by User. Specifications means Altiums published specifications for the Licensed Materials.

"Intellectual Property Rights"). User acknowledges that all Intellectual Property Rights in the Licensed Materials are and will remain the sole property of Altium and/or it licensors. Nothing contained in this License will be construed as conferring by implication, estoppel or otherwise upon either party any license or other right except the licenses and rights expressly granted hereunder to a party hereto. Upon payment of the applicable fees, Altium hereby grants User a nonexclusive, worldwide, non-transferable license: (i) to use the Licensed Materials, solely for the design, simulation, implementation and manufacture of Licensed User Products; and subject to Section 3, below, (ii) to make, have made, use, sell or otherwise distribute Licensed User Products developed from the Licensed Materials and, in Users discretion, incorporating all or any portion of the Libraries, on a worldwide basis to Users customers. This EULA grants User the right to install and use the Licensed Materials upon or in connection with a single computer or a single Local Area Network, depending upon the terms under which User has licensed the Licensed Materials from Altium. In the event that User has licensed the Licensed Materials for use on and in connection with a single computer, User may install and use only a single copy thereof, and said copy may be used only by the original licensee; provided, however, that in the case of a single User, said original licensee/User may install a second copy of the Licensed Materials on a home computer solely for use in connection with, and governed by, the License granted herein. In the event that User has licensed the Licensed Materials for use in connection with a Local Area Network, this EULA allows as many persons employed or hired as contractors by User to simultaneously use the Licensed Materials as are permitted under the license obtained from Altium by User. At no time shall User permit the number of persons that may access and/or use the Licensed Materials to exceed the number of persons for whom User has licensed the same. User understands and agrees that such use beyond that licensed hereunder, whether by allowing excess persons to use the Licensed Materials or otherwise, shall constitute not only breach of this EULA, but violation of national and international copyright laws. User may increase the number of persons permitted to use the Licensed Materials at any one time by paying Altium additional license fees in accordance with then-applicable pricing, provided that such additional persons in no way access or use the Licensed Materials prior to any such additional license fees being paid by User. In the event that any provision of this EULA is breached by User, the license granted herein shall automatically terminate, without further action by Altium and whether or not User abides by such termination. Failure of Altium to learn about any such breach shall not constitute a basis for User to assert that it is not in breach hereof, or that Altium has acquiesced in such breach.

3. RESTRICTIONS ON USE, DISCLOSURE; THIRD-PARTY LICENSE RIGHTS

3.1. The Licensed Materials are licensed only to User, not sold. 3.2. Except as provided herein and in Section 3.3, below, in no event shall User disclose, transfer, assign, publish, distribute, provide in a service bureau, rent, lease or in any other way make available to any other person the Licensed Materials or any part thereof without the prior written consent of Altium; provided, however, that User shall be permitted to include within any Licensed User Products the Libraries provided by Altium as part thereof. Such permission, however, in no event shall be construed to allow User or any other entity to include any of the Licensed Materials, including but not limited to the Libraries, in commercial products meant to compete with the Licensed Materials. 3.3. Notwithstanding Section 3.2 above, as to Licensed Materials that in their entirety contain no Cores or computer source code, User may transfer said Licensed Materials only as a unit, and provided that User destroys any other copies of the same prior to said transfer, and that the transferee obtains a copy of this EULA from User. 3.4. A license obtained for a single computer may not be transferred for use in connection with a LAN unless User pays the license fees required for a LAN license. 3.5. In the event that User has previously purchased a license to an earlier version of Licensed Materials being licensed hereunder, then for such transfer to be effective, any and all prior versions and parts thereof licensed by User must be transferred. 3.6. User understands and agrees that in no event shall s/he/it make unauthorized copies of, decompile, reverse engineer, disassemble, modify, or otherwise reduce the Licensed Materials or any portion thereof to human-perceivable form, or disclose to any third person any portion of the Licensed Materials in human-perceivable form. User may not modify the computer software provided with the Licensed Materials so as to make said software operable without the Altium Security System with which they have been supplied. 3.7. User may not provide, disclose or in any other way make available to others any Cores, design data or information including, but not limited to, schematics, hardware description language source code, or netlist files of any Licensed Materials to any third person without the prior written approval of Altium; provided, however, that User may provide device programming files, namely bit-stream files or PROM files, to third persons without such prior approval solely for use in the manufacturing of Licensed User Products.

2. OWNERSHIP AND GRANT OF LICENSE

The Licensed Materials are licensed to User, not sold. The Licensed Materials are the sole property of Altium and/or its licensors and are protected by all applicable intellectual property and contract laws, including but not limited to laws relating to patents, copyrights, trade secrets, trademarks and any other intellectual property or contract laws (collectively,

3.8. THE LICENSE RIGHTS GRANTED HEREIN ARE TO LICENSED MATERIALS DEVELOPED AND DESIGNED SOLELY BY OR FOR ALTIUM. USER UNDERSTANDS AND AGREES THAT THE LICENSED MATERIALS CONTAIN COMPUTER SOFTWARE AND INTELLECTUAL PROPERTY BELONGING TO THIRD PARTIES, AND THAT THE LICENSE TO SUCH THIRD-PARTY COMPUTER SOFTWARE AND INTELLECTUAL PROPERTY EXTENDS ONLY TO THEIR USE FOR DEVELOPMENT PURPOSES. USER UNDERSTANDS AND AGREES THAT IT IS THE SOLE RESPONSIBILITY OF USER TO DETERMINE WHAT LICENSE RIGHTS, IF ANY, S/HE OR IT MUST OBTAIN IN CONNECTION WITH ANY SUCH THIRD-PARTY COMPUTER SOFTWARE AND INTELLECTUAL PROPERTY IN THE EVENT THAT USER DEVELOPS AND WISHES TO DISTRIBUTE COMMERCIAL PRODUCTS THAT INCORPORATE OR ARE BASED UPON SUCH THIRD-PARTY COMPUTER SOFTWARE AND INTELLECTUAL PROPERTY. USER AGREES TO INDEMNIFY, DEFEND AND HOLD ALTIUM AND ALL THOSE ASSOCIATED WITH ALTIUM COMPLETELY HARMLESS FROM ANY AND ALL LIABILITY, INCLUDING BUT NOT LIMITED TO ATTORNEYS AND EXPERTS FEES, ASSOCIATED IN ANY MANNER WITH USERS FAILURE TO OBTAIN OR PROPERLY MAINTAIN ANY SUCH REQUIRED LICENSES. 3.9. The Licensed Materials are not designed, intended, or authorized for use in components of systems intended for, or in relation to the operation of, weapons, weapons systems, nuclear installations, means of mass transportation, aviation, life-support computers or equipment (including resuscitation equipment and surgical implants), pollution control, hazardous substances management, or for any other application in which the failure of the Licensed User Products could create a situation where personal injury or death may occur. Should User provide any Licensed User Products for any such unintended or unauthorized application, User shall indemnify and hold Altium and its officers, employees, subsidiaries, affiliates, and distributors harmless against all claims, costs, damages, expenses, and reasonable attorney fees arising out of, directly or indirectly, any claim of personal injury, death, or other damages associated with such unintended or unauthorized use, even if such claim alleges that Altium was negligent regarding the design of the Licensed Materials.

free, or that defects in the Licensed Materials will be corrected. Furthermore, Altium does not warrant or make any representations regarding use or the results of the use of the Licensed Materials in terms of correctness, accuracy, reliability or otherwise.

9. LIMITATION OF LIABILITY
THE ENTIRE LIABILITY OF ALTIUM IN RESPECT OF ANY BREACH OF ITS CONTRACTUAL OBLIGATIONS ARISING UNDER THIS LICENSE AND ANY REPRESENTATION, STATEMENT OR TORTIOUS ACT OR OMISSION INCLUDING NEGLIGENCE ARISING UNDER OR IN CONNECTION WITH THIS LICENSE (TOGETHER AN "EVENT OF DEFAULT") SHALL BE LIMITED TO DAMAGES IN AN AMOUNT EQUAL TO ALL LICENSE FEES PAID BY USER TO ALTIUM IN THE PRECEDING 12 MONTHS FOR THE APPLICABLE LICENSED MATERIALS. NOTWITHSTANDING THE FOREGOING, ALTIUM WILL NOT BE LIABLE TO USER IN RESPECT OF ANY EVENT OF DEFAULT FOR LOSS OF DATA, PROFITS, GOODWILL OR ANY TYPE OF SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS (INCLUDING LOSS OR DAMAGE SUFFERED BY USER AS A RESULT OF ANY ACTION BROUGHT BY A THIRD PARTY) EVEN IF SUCH LOSS WAS REASONABLY FORESEEABLE OR ALTIUM HAD BEEN ADVISED OF THE POSSIBILITY OF USER INCURRING THE SAME. THIS LIMITATION SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES HEREIN. NOTHING IN THIS SECTION WILL CONFER ANY RIGHT OR REMEDY UPON USER TO WHICH IT WOULD NOT OTHERWISE BE LEGALLY ENTITLED. USER ACKNOWLEDGES THAT NO PROMISE, REPRESENTATION, WARRANTY OR UNDERTAKING HAS BEEN MADE BY ALTIUM TO ANY PERSON ON USERS BEHALF AS TO THE PROFITABILITY OR ANY OTHER CONSEQUENCES OR BENEFITS TO BE OBTAINED FROM DELIVERY TO USER OF THE LICENSED MATERIALS. USER HAS RELIED UPON ITS OWN SKILL AND JUDGMENT IN ACQUIRING THE LICENSED MATERIALS. Nothing in this EULA is meant to exclude, restrict or modify any liability of Altium under any law under any jurisidiction in which the Licensed Materials are licensed, which law prohibits, restricts or modifies any portion of the limitation of liability set forth herein, such as Part VA of the Australian Trade Practices Act of 1974, or any similar law.

10. EXPORT RESTRICTION

Depending upon the jurisdiction in which the Licensed Materials are licensed, this License may be subject to certain government export and other restrictions, and User shall comply with all applicable laws in connection therewith. User agrees that User will not export or re-export the Licensed Materials, reference images or accompanying documentation in any form without the appropriate governmental licenses. Failure to comply with this provision is a material breach of this License.

4. INTELLECTUAL PROPERTY RIGHTS

User acknowledges that all Intellectual Property Rights in the Licensed Materials are and will remain the sole property of Altium or it licensors, if any. Nothing contained in this License will be construed as conferring by implication, estoppel or otherwise upon either party any license or other right except the licenses and rights expressly granted hereunder to a party hereto.

5. CONFIDENTIALITY
User acknowledges and agrees that the Licensed Materials and all other information provided therewith are to be held by User in confidence, and not to be disclosed except as permitted herein. User acknowledges and agrees that the Licensed Materials constitute the trade secrets and proprietary information of Altium. User shall make the Licensed Materials available only to its employees or to independent contractors who have entered into a confidentiality agreement with User sufficient to protect Altiums Intellectual Property Rights in the Licensed Materials. User shall use sufficient safeguards to ensure the confidentiality of Altiums Licensed Materials, and in no event less than the standard of protection used generally in the semiconductor industry.

11. THIRD-PARTY BENEFICIARY

User understands that portions of the Licensed Materials and related documentation may have been licensed to Altium from third parties and that such third parties are intended third-party beneficiaries of the provisions of this License.

12. NON-ASSIGNMENT
Without Altiums prior written consent, neither this License nor any interest herein or part hereof will be transferable or assignable by User, by operation of law or otherwise, without Altiums prior written consent, and including whether such transfer or assignment is by operation of law, agreement of merger, sale of assets or otherwise.

6. TERMINATION
This License will commence upon the Effective Date and will remain effective until terminated. User may terminate this License at any time by destroying the Licensed Materials and all copies thereof. This License will terminate immediately without notice from Altium if User breaches any provision of this License, provided that any payment obligations accruing prior to such termination will remain due and owing. Upon termination of this License, the licenses, rights and covenants granted hereunder and the obligations imposed hereunder will cease, except as otherwise expressly provided for herein, and User will destroy the Licensed Materials, including all copies and all relevant documentation. The provisions of all sections which by their nature would survive the termination of this License shall so survive.

13. GOVERNING LAW

This License shall be governed by the laws of the State of California, United States of America, without reference to conflict of laws principles, provided that if the Licensed Materials are acquired in the European Union (the "EU"), this License shall be governed by the laws of England. Nothing in this License will be interpreted or construed so as to limit or exclude the rights or obligations of either party (if any) which it is unlawful to limit or exclude under the relevant national laws and, where applicable, the laws of any Member State of the European Union which implement relevant European Communities Council Directives.

14. GENERAL 7. GOVERNMENTAL USE

The Licensed Materials are commercial computer software developed exclusively at Altiums 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 Licensed Materials by or for the United States Government is subject to the restrictions set forth in this License. The Manufacturer is Altium Limited, 12A Rodborough Rd, Frenchs Forest, NSW, Australia. (a) Unenforceability. If for any reason a court of competent jurisdiction finds any provision of this License, or portion thereof, to be illegal, prohibited, void or unenforceable for any reason, that provision of the License shall be replaced to the maximum extent permissible so as to effectuate the intent of the parties, and the remainder of this License shall continue in full force and effect. (b) Headings. Save as otherwise provided herein, references to sections are to those contained in this License. Headings are inserted for convenience only and do not affect the construction of this License. (c) Construction. Unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing the masculine include the feminine and words importing persons include corporations. (d) Waiver. No failure or delay on the part of either party in the exercise of any power, right or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such power, right or privilege preclude any other or further exercise thereof, or of any other right, power or privilege. (e) Entire Agreement. This License contains the entire agreement and understanding between the parties with respect of the subject matter hereof and supersedes all prior agreements, understandings and representations, whether oral or in writing. No addition or modification to this License is valid unless made in writing and signed by authorized personnel of Altium and User.

8. LIMITED REMEDY AND DISCLAIMER

Altium represents that for a period of ninety (90) days from shipment of the Licensed Materials to User the Licensed Materials will substantially conform to the Specifications. Altiums sole liability, and the Users exclusive remedy with respect to breach of the foregoing limited representation, will be limited to error correction or replacement, or if neither is in Altiums opinion commercially feasible, termination of this License and refund of any license fee received by Altium from the User in respect of the relevant item of Licensed Materials. EXCEPT AS SPECIFICALLY STATED ABOVE, THE LICENSED MATERIALS LICENSED HEREUNDER ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTY WITH RESPECT TO NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Altium does not warrant that the functions contained in any of the Licensed Materials will meet Users requirements, or that the operation of the Licensed Materials will be uninterrupted or error

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