ALTIUM API LICENSE TERMS OF USE

Thank you for licensing the Altium Inc. ("Altium") application programming interface (the "Nexar API"). For purposes of these Terms of Use “Altium shall include Altium and all Affiliates (including Nexar & Octopart), as defined herein, whether now existing or established by investment, merger or otherwise, including the successors and assigns of such entities. By using the Nexar API at any time, you agree to be legally bound by these license terms of use (the "Terms of Use"), either personally or on behalf of your company or other legal entity for which you are using the Nexar API. If you disagree with any of the terms below, Altium does not grant you a license to use the Nexar API and you must refrain from using it.

Altium reserves the right to update and change these Terms of Use and all documents incorporated by reference. You can always find the most recent version of these Terms of Use at https://www.nexar.com/api/legal. Altium may change these Terms of Use by posting a new version without notice to you. Use of the Nexar API after such change constitutes acceptance of such changes. These Terms of Use supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Nexar API.

You agree as follows:

1. License Grant.

1.1. License. Subject to and conditioned on Customer’s payment of fees and compliance with all other terms and conditions of this Agreement, Altium provides a collection of web services (collectively, the "Service") that enables you to search and retrieve electronic part data and other content from Altium (collectively, the "Content" and, together with the Service, the "Nexar API") for the purpose of incorporating Content into your web pages or applications (collectively, the "Applications"). Subject to the terms and conditions of these Terms of Use and any ordering documents setting forth your purchase of license rights, Altium grants you a non-exclusive, revocable, non-transferable, non-sublicensable, limited license to: (i) access and use the Service internally as provided by Altium solely for the purpose of incorporating Content into the Applications; and (ii) use, reproduce, distribute and publicly display Content on or through your Applications. There are no implied licenses under the Terms of Use, and any rights in or to the Nexar API not expressly granted to you under this Section 1.1 are reserved by Altium.

1.2. Restrictions. Except as this Agreement expressly permits, or is permitted by Section 1.1, you shall not, and shall not permit others, including your Authorized Users to: (i) sell, rent, sublicense, lease, loan, assign, commercially share or otherwise transfer or distribute the Nexar API (or any part thereof) without Altium's prior written consent; (ii) use, reproduce, distribute or publicly display any Content other than through Applications; (iii) remove, alter, or obscure any confidentiality or proprietary notices (including copyright and trademark notices) of Altium or its Suppliers (defined herein) or its Affiliates in the Content; (iv) use the Nexar API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right, or that violates any applicable law; (v) self-host any content including but not limited to datasheets and images; (vi) use the Nexar API to cache and/or store data for more than twenty-four (24) hours; (vii) use the Nexar API for purposes of: (a) benchmarking or competitive analysis of the Nexar API; (b) developing, using, or providing a competing software product or service; or (c) any other purpose that is to Altium’s detriment or commercial disadvantage; (viii) take actions that trespass upon or overly burden the Service network capacity; (ix) use the Service or attempt to use the Service to gather information or data related to any other user of the Service; (x) reverse engineer, disassemble, decompile, decode, or adapt the Nexar API, except as and only to the extent this restriction is prohibited by applicable law; (xi) use the Nexar API in any manner or for any purpose or application not expressly permitted by this Agreement; and (xii) post or publish your API key in any publicly accessible forum.

1.3. Restriction on Applications. You and your Authorized Users shall not use the Nexar API in connection with any Application unless such Application: (i) complies with all applicable laws, statutes, ordinances, and regulations; (ii) does not promote or use spyware, adware, or any other malicious program or code; and (iii) is not pornographic, hate-related, violent abusive, or otherwise offensive in content.

1.4. Attribution and Logo Use. On any web page that is accessible by a major search engine (e.g. Google, Baidu, Bing, Yahoo), (i) if the web page displays Content, you shall include a visible, functional and followable (i.e., without the rel="nofollow" or any similar attribute) hyperlink to http://www.octopart.com, or (ii) if the web page displays Content related to individual electronic parts, you shall include a visible, functional and followable (i.e., without the rel="nofollow" or any similar attribute) hyperlink to the web page where the Content is hosted on Octopart's website (i.e., the Octopart part detail page URL (octopart_url)). If you display images retrieved using the Nexar API, you will display the attributed domain ("credit_domain") visibly with the corresponding hyperlink (the "credit_url"). In addition, during the time that you are licensing the Nexar API you hereby grant to Altium a non-exclusive, worldwide royalty-free license to identify you as a licensee and/or display your company logo as part of promotions or marketing for the Nexar API.

1.5. Distributors and the Nexar API. Altium prohibits anyone involved in the distribution of electronic components or any products listed on the Nexar API (including sales, brokerage, or software developers providing applications and services for electronic component distribution), from utilizing the Nexar API for pricing and availability. Any user in this category can email support@nexar.com to receive an API key with these features turned off. Any user found to violate these terms is subject to have their key terminated with no prior notice or right to refund.

1.6. Analytics and the Nexar API. Utilizing the Nexar API for historical trends in pricing and inventory is prohibited. Furthermore any mass aggregation of Altium data for predictive analytics of any kind is prohibited without explicit written consent from Altium. To seek consent you can provide a detailed description of your project via email to email support@nexar.com for approval.

1.7. Supplier Products. Altium’s display on or through the Nexar API of products offered by Suppliers (defined below) does not in any way imply, suggest, or constitute any sponsorship or approval of Altium by any such Supplier or any affiliation between any such Supplier and Altium. Nexar API’s display of specific options is not a recommendation by Altium of the Suppliers or their products and Altium is not offering knowledge or data for the purpose of influencing any purchasing decisions. You agree that Altium is not aware of your individual financial circumstances or your economic objectives for using the Nexar API. You agree that Altium is in no way responsible for the accuracy, timeliness or completeness of information it may obtain from these Suppliers. Your interaction with any Supplier accessed through the Nexar API at your own risk, and Altium will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such Suppliers or for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with the Supplier. “Suppliers” are defined as the listed distributors, manufacturers, and other suppliers provided on or through the Nexar API.

[4] 2. Fees.

2.1 License Fees. Subject to the Terms of Use, the Nexar API is provided to you in accordance with the fees set forth in ordering documents through which you purchased your license. For pricing of additional resources and services you may send an email to email support@nexar.com. All amounts payable to Octopart under this Agreement shall be paid by you to Octopart in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law). Subject to Section 7.3, you shall not be entitled to a refund of any fees for any reason.

2.2 Invoices. In connection with your license herein, when applicable Octopart will send a monthly invoice to you detailing the fees payment owed to Octopart for such month (or partial month). Such invoice is due upon receipt by you. A service charge of one percent (1.5%) per month (or, if lower, the highest rate permitted by law) will be applied to all late payments. You shall pay for all reasonable costs (including reasonable attorneys' fees) incurred by Octopart in collecting past due amounts under the Terms of Use. You understand and agree that Octopart may, in its sole discretion and without liability to you, suspend your access to the Nexar API upon your failure pay the fees, which may continue until you pay all associated service charges, and reasonable costs described herein.

2.3 Fees and Taxes. You will be responsible for payment of all taxes (other than taxes based on Octopart’s income), fees (including but not limited to any bank, wire, Paypal or other fees), duties, and other governmental charges, and any related penalties and interest, arising from the payment of fees to Octopart under the Terms of Use. You will make all payments of fees to Octopart free and clear of, and without reduction for, any withholding taxes.

3. Intellectual Property.

3.1. Ownership. You acknowledge and agree that: (a) the Nexar API is licensed, not sold, to you by Altium and you do not have under or in connection with this Agreement any ownership interest in the Nexar API, or in any related Intellectual Property Rights; (b) as between Altium and you, Altium is the sole and exclusive owner of all right, title, and interest in and to the Nexar API, including all Intellectual Property Rights relating thereto, subject only to the limited license granted to you under this Agreement; and (c) you hereby unconditionally and irrevocably assign to Altium, your entire right, title, and interest in and to any Intellectual Property Rights that you may now or hereafter have in or relating to the Nexar API (including any rights in derivative works or patent improvements relating to either of them), whether held or acquired by operation of law, contract, assignment or otherwise.

Except to the extent they incorporate or include the Nexar API, you shall own all right, title and interest, including without limitation all Intellectual Property Rights, in and to the Applications.

3.2. Cooperation and Notice of Infringement. You shall, during the term of the Agreement: (a) safeguard the Nexar API (including all copies thereof) from misappropriation, theft, misuse, or unauthorized access; (b) at Altium’s expense, take all such steps as Altium may reasonably require to assist Altium in maintaining the validity and enforceability of Altium's ownership of the Intellectual Property Rights in the Nexar API; (c) promptly notify Altium in writing if you become aware of: (i) any actual or suspected infringement, misappropriation or other violation of Altium’s Intellectual Property Rights in or relating to the Nexar API; or (ii) any claim that the Nexar API, including any production, use, marketing, sale or other disposition of the Nexar API, in whole or in part, infringes, misappropriates or otherwise violates the Intellectual Property Rights or other rights of any person; and (d) fully cooperate with and assist Altium in all reasonable ways in the conduct of any action by Altium to prevent or abate any actual or threatened infringement, misappropriation or violation of Altium’s rights in, and to attempt to resolve any actions relating to, the Nexar API, including having your employees testify when requested and making available for discovery or trial relevant records, papers, information, samples, specimens and the like.

3.3. No Implied Rights. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to you or any third party any Intellectual Property Rights or other right, title, or interest in or to any of the Nexar API.

3.4. Third-Party Content. You acknowledge that the Content may incorporate content supplied to Altium by third parties (“Third-Party Content”), and that Altium's access to such Third-Party Content may be terminated at any time. You further acknowledge that in the event of any such termination, Altium may immediately remove the applicable Third-Party Content from the Content without notice to you.

3.5. Trademarks. Subject to the terms and conditions of the Terms of Use, Altium also hereby grants to you a non-exclusive, revocable, non-transferable, non-sublicensable, limited license to use, display and reproduce Altium's trademarks (collectively, “Marks”) solely for the purposes of identifying the use of the Nexar API in the Applications. You will use the Marks in conformance with Altium's trademark usage policies as communicated to you from time to time. You will not use the Marks in a manner that Altium reasonably believes dilutes, tarnishes or blurs the value of the Marks. You acknowledge that your use of the Marks will not create in you, nor will you represent you have, any right, title or interest in or to the Marks other than the license granted by Altium in this Section 3.5. You will not challenge the validity of or attempt to register any of the Marks, nor will you adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the Marks. You acknowledge Altium's ownership and exclusive right to use the Marks and agree that all goodwill arising as a result of your use of the Marks will inure solely to the benefit of Altium.

3.6.Rights in Open Source Components. Ownership of all Intellectual Property Rights in open source components remains with the respective owners thereof, subject to Altium’s rights under the applicable open source licenses.

4. Disclaimer of Warranty. YOU ACKNOWLEDGE THAT THE NEXAR API IS PROVIDED TO YOU "AS IS," AND THAT ALTIUM MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE SERVICE OR CONTENT, AND SPECIFICALLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN ADDITION, ALTIUM DOES NOT WARRANT THAT THE SERVICE OR CONTENT WILL MEET YOUR (OR ANY OF YOUR END USER'S) REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE, OR INCORPORATE OR CONTINUE TO INCORPORATE ANY PARTICULAR THIRD-PARTY CONTENT. YOU WILL BEAR ALL RISKS RELATING TO THE QUALITY AND PERFORMANCE OF THE SERVICE OR CONTENT, AND ASSUME THE ENTIRE COST OF ALL NECESSARY SUPPORT, REPAIR, AND CORRECTION. YOU ACKNOWLEDGE THAT YOU HAVE RELIED ON NO REPRESENTATIONS OR WARRANTIES (INCLUDING ANY REPRESENTATIONS, WARRANTIES, OR OTHER STATEMENTS THAT MAY HAVE BEEN MADE ORALLY OR IN WRITING), AND ARE RELYING SOLELY UPON YOUR OWN JUDGMENT AND EXPERTISE, AS TO THE SUITABILITY OF THE NEXAR API FOR YOUR USE.

5. Support. Altium may elect to provide you with support or modifications for the Nexar API (collectively, "Support"), in its sole discretion, and may terminate such Support at any time. Altium may change, suspend, or discontinue any aspect of the Nexar API at any time, including the availability of any Nexar API. Altium may also impose limits on certain features and services or restrict your access to parts or all of the Nexar API or the Altium website without notice or liability. These Terms of Use do not entitle you to any support for the Nexar API, unless you make separate arrangements with Altium and pay all fees associated with any such support.

6. Release and Waiver. To the maximum extent permitted by applicable law, you hereby release and waive all claims against Altium, and its subsidiaries, Affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising from or in any way related to your use of Nexar API. If you are a California resident, you waive your rights under California Civil Code § 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." You understand that any fact relating to any matter covered by this release that was believed to be true may now be untrue and you accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights and benefits which you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.

7. Indemnity.

7.1. Indemnification. You shall indemnify, defend, and hold harmless Altium, its Affiliates, and each of its and their respective officers, directors, employees, agents, permitted successors and permitted assigns (each, an “Altium Indemnitee”) from and against any and all Losses incurred by an Altium Indemnitee resulting from any Claim arising out of your: (a) use of the Nexar API or combination of the Nexar API with any hardware, software, system, network, service, or other matter whatsoever, that infringes on any Intellectual Property Right of a third-party; (b) your use of the Nexar API that is outside the purpose, scope or manner of use authorized by this Agreement, or in any manner contrary to Altium’s instructions; (c) your gross negligence or willful misconduct; or (d) your breach of your confidentiality obligations.

7.2 Indemnification Procedure. The Altium Indemnitee shall promptly notify you in writing of any Claim for which the Altium Indemnitee believes they are entitled to be indemnified pursuant to Section 7.1 and shall cooperate with you at your sole cost and expense. You shall promptly assume control of the defense and investigation of such Claim and shall employ counsel of your choice to handle and defend the same, at your sole cost and expense. Altium may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. You shall not settle any Claim without Altium’s prior written consent. Your failure to perform any obligations under this Section 7.2 will not relieve you of your obligations under this Section 7 except to the extent that you can demonstrate that you have been materially prejudiced as a result of such failure.

7.3 Mitigation. If the Nexar API, or any part of the Nexar API, is, or in Altium’s opinion is likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if your use of the Nexar API is enjoined or threatened to be enjoined, Altium may, at its option and sole cost and expense: (a) obtain the right for you to continue to use the Nexar API materially as contemplated by this Agreement; (b) modify or replace the Nexar API, in whole or in part, to seek to make the Nexar API non-infringing, while providing materially equivalent features and functionality, and such modified or replacement software will constitute Nexar API under this Agreement; or (c) terminate this Agreement, in its entirety or with respect to the affected part or feature of the Nexar API, effective immediately on written notice to you, in which event: (i) you shall cease all use of the Nexar API immediately on receipt of your notice; and (ii) provided that you fully comply with your post-termination obligations set forth in Section 9.2, Altium shall promptly refund to you on a pro rata basis, the share of any license fees prepaid by you for the future portion of the term that would have remained but for such termination.

8. Confidentiality.

8.1 Confidential Information. In connection with this Agreement, Altium may disclose or make available Confidential Information to you. Subject to Section 8.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that you should reasonably know under the circumstances is confidential or proprietary, including information consisting of or relating to Altium’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which Altium has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential.” Without limiting the foregoing, the Nexar API and the financial terms and existence of this Agreement are the Confidential Information of Altium.

8.2 Exclusions. Confidential Information does not include information that: (a) was rightfully known to you without restriction on use or disclosure prior to such information’s being disclosed or made available to you in connection with this Agreement; (b) was or becomes generally known by the public other than by your non-compliance with this Agreement; (c) was or is received by you on a non-confidential basis from a third party that, to your knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by you without reference to or use of any Confidential Information.

8.3. Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, you shall for as long as the information remains confidential: (a) perform your obligations under and in accordance with this Agreement; (b ) except as may be permitted by and subject to your compliance with Section 8.4, not disclose or permit access to Confidential Information other than to your Representatives who: (i) need to know such Confidential Information for purposes of your exercise of your rights or performance of your obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and your obligations under this Section 8.3; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 8.3; (c) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care you use to protect your sensitive information and in no event less than a reasonable degree of care; and (d) ensure your Representatives’ compliance with, and be responsible and liable for any of its Representatives’ noncompliance with, the terms of this Section 8.

8.4. Compelled Disclosures. If you or any of your Representatives are compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, you shall: (a) promptly, and prior to such disclosure, notify Altium in writing of such requirement so that the Altium can seek a protective order or other remedy, or waive its rights under Section 8.3; and (b) provide reasonable assistance to Altium in opposing such disclosure or seeking a protective order or other limitations on disclosure. If Altium waives compliance or, after providing the notice and assistance required under this Section 8.4, you remain required by law to disclose any Confidential Information, you shall disclose only that portion of the Confidential Information that you are legally required to disclose and, upon Altium’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

9. Term.

9.1. Term and Termination. Your license to the Nexar API under these Terms of Use continues until it is terminated by either party. You may terminate the license by discontinuing use of all or any of the Nexar API. Altium may terminate the license by written notice at any time for any reason. These Terms of Use terminate automatically if (i) you violate any term of these Terms of Use (even if Altium is not aware of such violation at the time it occurs), (ii) Altium publicly posts a written notice of termination on Altium's website, (iii) Altium sends a written notice of termination to you, or (iv) Altium ceases providing access to the Nexar API to you.

9.2. Effect of Termination or Expiration. On the expiration or termination of this Agreement: (a) all rights, licenses and authorizations granted to you hereunder will immediately terminate and you will: (i) immediately cease all use of and other activities with respect to the Nexar API; (ii) destroy, and permanently erase from all devices and systems you directly or indirectly control, the Nexar API and Altium’s Confidential Information, including all documents, files, and tangible materials (and any partial and complete copies) containing, reflecting, incorporating, or based on any of the foregoing, whether or not modified or merged into other materials; and (iii) certify to Altium in a signed written instrument that it has complied with the requirements of this Section 9.2; and (b) all amounts payable by you to Altium of any kind are immediately payable and due no later than thirty (30) days after the effective date of the expiration or termination of this Agreement.

9.3 Survival. Any termination of license (however occasioned) shall not affect Sections 3, 4, 6, 7, 8, 9.2, 9.3, 10, 12, 13, and 14, each of which shall continue in full force and effect.

10. Limitations of Liability.

ALTIUM AND ITS AFFILIATES SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OR RELATING TO THE TERMS OF USE, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT ALTIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL ALTIUM BE LIABLE TO YOU FOR ANY AMOUNT. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF ALTIUM OR ITS AFFILIATES UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE AMOUNT PAID BY YOU TO ALTIUM IN THE TWELVE MONTHS PRIOR TO THE ACT OR OMISSION GIVING RISE TO THE CLAIM.

11. Force Majeure. Neither party shall be liable for any failure to perform, or any delay in performing, its obligations under the Terms of Use that arises out of, is caused by or results from, an event beyond its reasonable control, including, without limitation, acts of God, acts of war, accidents, fires, floods, unusual weather conditions, strikes, labor disputes, governmental actions and telecommunications failures.

12. Publicity. Any public announcement concerning this Agreement or the matters contained herein shall be made by you only upon Altium’s prior written consent, which consent shall not be unreasonably withheld. Altium may make public announcements or distribute marketing material that reference your use of the Nexar API and you hereby grant Altium a limited license to use any of your trademarks or service marks in connection therewith.

13. Notices. You agree that Altium may provide you with notices, including those regarding changes to the Terms of Use, by email, regular mail, or postings on the Nexar API. By providing Altium your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail. Any notices to Altium must be sent to Altium, Inc., 4225 Executive Square, Suite 800, La Jolla, CA 92037 via first class or air mail or overnight courier and are deemed given upon receipt.

14. General Terms.

14.1. Disputes. The Terms of Use, and your relationship with Altium under the Terms, shall be governed by the laws of California without regard to its conflict of laws provisions. Except as covered by 14.2 below, you and Altium agree to submit to the exclusive jurisdiction of the courts located within the state of California to resolve any legal matter arising from the Terms of Use.

14.2. Arbitration. In connection with any dispute arising out of, connected to or in any way related to this Agreement, its performance, interpretation or breach, the parties agree to submit the dispute to binding arbitration before the American Arbitration Association (“AAA”). Said arbitration shall be held before a single arbitrator either agreed to in writing by the parties or selected by the AAA in accordance with its then-current Commercial Rules. The arbitrator shall issue a written, reasoned arbitration award deciding the dispute within thirty (30) days of the close of the hearings thereon. The award may be confirmed as a judgment in any court of competent jurisdiction.

14.3. Equitable Relief. You acknowledge and agree that a breach or threatened breach by you of any of your obligations under Section 1, Section 3, or Section 8 of this Agreement would cause Altium irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, Altium will be entitled to equitable relief, including in a restraining order, an injunction, specific performance, and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

14.4. Relationship of Parties. The parties hereto are independent contractors, and no agency, employment, partnership, fiduciary, or joint venture relationship is intended or created by the Terms of Use. Neither party (nor any agent or employee of that party) is the representative of the other party for any purpose and neither party has the power or authority as agent, employee, or in any other capacity to represent, act for, bind, or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever. No party will be deemed as a third-party beneficiary to the Terms of Use or any provision herein.

14.5 U.S. Government Restricted Rights. Any software and related documentation provided by Altium hereunder is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire such software and related documentation with only those rights set forth therein.

14.6. No Waiver of Rights by Altium. Altium's failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision.

14.7. Severability. If any provision of the Terms of Use is held invalid or unenforceable at law, such provision will be deemed stricken from the Terms of Use and the remainder of the Terms of Use this Agreement will continue in effect and be valid and enforceable to the fullest extent permitted by law.

14.8. Assignment. You may not assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of Altium hereto. Any attempted assignment or transfer in derogation of the foregoing shall be null and void. No permitted assignment shall relieve either party of responsibility for the performance of any obligations of such party accrued prior to said assignment.

14.9. Entire Agreement. The Terms of Use constitute the whole legal agreement between you and Altium and govern your use of the Nexar API (but excluding any support or services which Altium may provide to you under a separate written agreement), and completely replace any prior agreements between you and Altium in relation to the Nexar API. These Terms of Use may be modified only by Altium.

15. Definitions.

“Affiliate” means any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of an entity.

“Authorized User” means each of the individuals authorized to use the Nexar API.

“Claim” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Losses” means all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Representatives” means, with respect to a party, that party's and its affiliates’ employees, officers, directors, consultants, agents, independent contractors, sublicensees, subcontractors, and legal advisors.

Last Updated: August 1, 2022