ALTIUM LTD.

END USER LICENSE AGREEMENT

THIS ALTIUM LTD. 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 LTD. (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 Ltd. 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 the Altium computer software application that accompanies 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 additional Altium software provided to User as an addition to the existing
Altium software application User already has licensed or is licensing hereunder. All Bonus Technology is
deemed to become part of the original Software Products, 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 Altium software application is not licensed.

1
Developer Edition means an Altium Software Product that is accompanied by the Developer Kit or other
Bonus Technology to permit User to create add-on products for Altium Software Products.

Developer Kit means Bonus Technology 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 provided to User hereunder,
including but not limited to all Cores and Libraries provided 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.
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, 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:
2
(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
The Licensed Materials are licensed only to User. Except as to Licensed Materials that in their entirety
contain no Cores or computer source code (whether in firmware or software format) 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 without the prior written consent of Altium,
whether; 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. 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. 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.
In the event that User has previously purchased a license to an earlier version Licensed Materials 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 the Licensed Materials as part of a Bundle, then all
parts of the Bundle must be transferred; provided, however, that if any part of the Bundle contains Cores or
computer source code, no such transfer may take place. In the event that User has received the Licensed
Materials as Bonus Technology then such Bonus Technology must be transferred along with the original
licensed Licensed Materials. Under no circumstances can Licensed Materials supplied as Bonus
Technology be transferred separately. User understands and agrees that in no event shall he 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
3
System with which they have been supplied. 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. If the Licensed Materials have been
licensed as part of a Bundle, User understands and agrees that in no event may the Licensed Materials be
transferred separately from the other materials in the Bundle, and then only with the written permission of
Altium.
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 ANE EXPERTS FEES, ASSOCIATED IN ANY MANNER WITH USERS FAILURE
TO OBTAIN OR PROPERLY MAINTAIN ANY SUCH REQUIRED LICENSES.
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, weapon 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.
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.
4
6. Term; 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, (i) 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.
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.
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 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
5
HAS BEEN MADE BY ALTIUM TO ANY PERSON ON USERS BEHALF AS TO THE
PROFITABILITYOR 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 jurisdiction 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.
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.
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
(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.
6
7
(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.