General Terms and Conditions

Effective Date: January 12, 2016

Ciiva is wholly owned by Altium Ltd. These General Terms and Conditions (the “Terms”) govern the use of the Ciiva™ hosting services (the “Services”) and any use of the Ciiva or Altium client software (the “Software”). By using the Services or the Software you (“You” or the “Customer”) agree to be bound by these Terms. Use of the Services or the Software extends to any form of access or usage including downloading and uploading of data. If You are agreeing to these Terms on behalf of a company or organization, You are agreeing for that company or organization and affirm that You have the authority to do so.

1.

Services

The Customer may use the Services made available by Ciiva UK. (“Ciiva”) under these Terms. By using the Services, the Customer agrees to the transfer, processing and storage of Customer data (cf. Privacy Policy at www.ciiva.com). Use of the Services implies and the Customer consents to Ciiva’s processing and sharing with its business partners search queries on the Internet using anonymized data, accessing third-party services and transferring data and third-party content to the Customer’s computer. The Customer has to pay the subscription fees (if any) as published on the Ciiva website (www.ciiva.com) before accessing and using the Services. The subscription ends without further notice at the expiry date indicated on the Ciiva account. Ciiva may update or change the Services from time to time without notification. Legal notices that are displayed in connection with the Services or as part of the content may not be removed or changed by the Customer.

2.

Software

Use of the Services in some cases may be enhanced and improved by the downloading and installation of the Software. Upon Your use of the Services, Ciiva hereby grants You a nonexclusive, nontransferable, revocable license to use the Software. The Software may only be used so long as the Customer has a valid Ciiva Account and only for use with the Services. All other rights in the Software are reserved. Ciiva may release updates or changes to the Software from time to time without prior notification, which updates or changes may be automatically downloaded to Your computer or device. The Customer shall inform Ciiva in case of critical software errors which can cause damages to the Customer’s or third parties’ software or computer system. All hyperlinks to third-party websites are clearly displayed in the Software. Ciiva does not host and is neither responsible nor liable for the content of these third-party websites. The Customer is solely responsible for installation and maintenance of security software for protection against malware and unauthorized system infiltration. The Customer may be liable for any damages sustained by Ciiva or other customers due to malware or system infiltration originating from its system. If You receive Software from Ciiva, its use is governed in one of two ways: If You are presented with license terms that you must accept in order to use the Software, those terms apply; if no license is presented to you, these Terms apply. We reserve all other rights to the Software. We may automatically check Your version of the Software. Any Software is licensed, not sold. Unless we notify You otherwise, the Software license ends when Your Service ends. You must then promptly uninstall the Software, or Ciiva may disable it. You must not work around any technical limitations in the Software. The Software is subject to applicable U.S. export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users, and end use. Without limitation, you may not transfer the Software or Services without U.S. government permission to anyone on U.S. government exclusion lists (see Commerce Dept.'s compliance list at www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern). You represent and warrant that You are not on any of those lists or under the control of or an agent for anyone on those lists.

3.

Accounts

To access and use the Services, the Customer must create a Ciiva account (the “Account”) associated with a valid email address. The Customer may only create one account per email address, unless permitted otherwise by Ciiva. The Customer is responsible for maintaining correct and up to date data associated with its Account(s). Ciiva may verify the information on the Account and the Customer will give reasonable support in any verification process. The Customer will prevent any unauthorized use of or access to its Account or the Services and the Software. The Customer shall take all reasonable steps to terminate any unauthorized use and inform Ciiva immediately of such unauthorized use. The Customer is responsible for safeguarding any passwords and agrees not to disclose the passwords or other relevant information to any third party. It is the Customer’s sole responsibility to maintain the integrity and confidentiality of such access and identification codes. The Customer agrees to promptly update any of its Account information in the event it changes during the period it is using the Services. You further agree that Ciiva may store and use the personal identifying information the Customer provides in setting up and using the Account. In all events Ciiva shall protect any personal identifying information provided by the Customer in accordance with the Ciiva Privacy Policy at www.ciiva.com. Ciiva reserves the right to immediately delete the Account in cases of infringements or violations against the law or these Terms, without prior notice. You acknowledge and agree that as a normal course of business, it may be necessary for Altium to migrate or change its servers. As a result, even if the Customer has a dedicated IP address, it may be assigned a different IP number. Customer acknowledges and agrees that upon expiration or termination of its Services, it must discontinue use of the Services and relinquish use of the IP addresses and server names assigned to it in connection with Services, including pointing the domain name system (“DNS”) for the Customer domain name(s) away from the Ciiva servers. Prior to termination of the Services, Customer is responsible for moving its website or server content off the Ciiva servers. Ciiva will not transfer or FTP the Customer website or server content to another provider. If Customer fails to move its website or server content off the Ciiva servers prior to cancellation, then all such content will be deleted and Ciiva may not be able to provide a copy of such content.

4.

Hosting of Customer Content 4.

4.1

Location-based Services. If the Customer elects to purchase Services from Ciiva, the Customer understands and agrees that as part of such Services Ciiva may provide the Customer with the capability to upload data and content and to access its uploaded data and content (e.g. electronic component CAD models, ECAD design documents, bill of materials files) (the “Customer Content”) from the Customer’s current location, with or without installation of the Software. In order to provide such capability, Ciiva will be required to collect and use data related to the Customer’s location and Account. The Customer agrees and consents to Ciiva’s collection, use, transmission and processing of such location and Account data in connection with such Services. The Customer may withdraw such consent at any time by disabling the location features of its applicable device(s).

4.2

Service Availability. The Services or particular features or functionality therein may not be available in all territories and at all times. Ciiva makes no warranty or guarantee that the Services will operate on an error-free basis or in all locations such as to permit access to the Customer Content at all times. For any month in which the uptime for the Services falls within the ranges listed below, Customer shall be entitled upon written application submitted to Ciiva to a credit for the month in which such Services were rendered, which credit may be applied to payment for future Services: uptime 99.0 % or greater=no credit; greater than 98% but less than 99%=5% credit; less than 98%=10% credit. For purposes of this Agreement “uptime” shall not include a measurement of any time in which the Services are not available for reasons beyond Ciiva’s control, such as network or Internet disabilities or for routine maintenance of the equipment and Software used to provide the Services.

4.3

Prohibited Activities. The Customer agrees that in connection with any use of the Services to refrain from all of the following: a) uploading, posting, storing or transmitting any Customer Content that is unlawful, harassing, pornographic, violent, defamatory or invasive of others’ privacy; b) storing any Customer Content that infringes upon or misappropriates the intellectual property rights of any other person or entity; c) storing any Customer Content that contains the trade secrets of any third party that the Customer is not authorized to possess or has misappropriated; d) uploading or storing any Customer Content that contains viruses or any computer code that is designed to interfere with, corrupt or in any way harm the Software or Services or its normal operations; e) taking actions that trespass upon or overly burden the Services network capacity; f) using the Services for any purpose in violation of the law, including without limitation the development of any illegal weapons; or g) using the Services or attempting to use the Services to gather information or data related to any other user of the Services.

4.4

Backing up Customer Content. The Customer is solely responsible for backing up any and all of the Customer Content that it stores with Ciiva through the Services. While Ciiva shall make daily backup of Customer Content, Ciiva makes no warranty or guarantee that such Customer Content will not be subject to loss, inaccessibility, inadvertent damage or corruption.

4.5

Removal of Customer Content. The Customer understands and agrees that Ciiva is in no way responsible or liable for the Customer Content provided by the Customer or other users of the Services. Ciiva reserves the right, however, to determine whether any such Customer Content is in compliance with these Terms and to remove or modify the same in the event that Ciiva believes in its sole discretion such Customer Content is in violation of the Terms or any other person’s rights.

4.6

Copyright Infringement Notice—DMCA. If the Customer believes that any Customer Content in which the Customer claims copyright rights has been infringed by anyone using the Services for storage please contact Ciiva at www.ciiva.com. Ciiva may in its discretion suspend and/or terminate accounts, or bar certain Customer Content, in keeping with the Digital Millennium Copyright Act (DMCA).

4.7

Customer Content License. In agreeing to use the Services, You hereby grant to Ciiva a non-exclusive, worldwide royalty-free license during the term the Customer uses such Services (and for any latency period after discontinuation of the Services) to store use, distribute, reproduce, modify, adapt, publish, translate and publicly display such Content that is meant or designed to be available to other Services users pursuant to the terms of Your purchase. By uploading any Content that is meant for public access to other users of the Services You represent and warrant that such Content is owned by or licensed by You in a manner that allows and provides for such public access.

4.8

No Reverse Engineering. In no event shall the Customer reverse engineer, decompile or otherwise attempt to discover the source code for any Ciiva Software or in any way attempt to sell, lease, sublicense, assign or grant a security interest in any such Software.

4.9

Indemnity and Waiver. The Customer agrees to indemnify, defend and hold harmless Ciiva and its officers, directors, affiliates, employees and agents from any expense (including reasonable attorneys’ and experts’ fees), losses, claims or demands made by a third party relating to any Customer Content provided by the Customer for storage through the Services. The Customer understands and agrees that it is waiving any rights to sue or bring other legal action against Ciiva related to any decision by Ciiva to remove Customer Content from the Services, to bar the Customer’s access to the same based upon any decision by Ciiva that the Customer is in violation of its obligations in using the Services and/or to suspend or terminate the Customer’s Account or its access to the Services entirely during any investigation of a suspected violation of the terms hereof.

5.

Privacy and Personal Data

The Customer agrees that the personal data on the Account as well as local data from the Software may be transferred to and stored on third-party servers in the UK and in other countries in order to provide the Services. This data may be accessed by the Service Provider, its employees, third-party contractors and affiliates in order to provide, improve and adapt the Services and the Software. This data may also be used to provide the Customer with product recommendations and advertisements displayed with the Software. Ciiva will at no time give personal identifying data to third-parties not used in connection with the Services or the Software. The Customer agrees that, when using the Services or the Software, data about his product queries and product selections may be processed and analyzed in an anonymous form by the Service Provider. For more information see the Privacy Policy at www.ciiva.com.

6.

Security Policies

The network communication between the Ciiva servers and the Software as well as web queries using the Services will be performed through a secure protocol. Such protocol shall at a minimum be based upon industry standard technical and organizational security measures. Ciiva uses advanced technologies available for Internet security and employs rigorous internal controls to make sure the Customer’s Content remains secure. These measures are designed to protect the integrity of Customer Content and guard against the unauthorized or unlawful access to, use, and processing of Customer Content. Customer agrees that Ciiva may transfer, store, and process Customer Content in locations other than Customer's country. Customer Content is hosted in a secure environment that uses firewalls and other advanced technology to prevent interference or access by outside intruders. Each user in Customer’s organization is assigned a unique user name and password that must be entered every time that person logs in. When using the Services, Transport Layer Security (TLS, also known as Secure Sockets Layer or SSL) protects Your information on its way to and from the Ciiva servers, ensuring that the Customer data is safe and secure. The result: Customer Content is available to registered users and inaccessible to unauthorized viewing and/or use.

7.

Product Orders and Payment

The Customer may place orders for Services on third-party websites. The Customer is solely responsible for the visit, the information transferred and the order placements on third-party websites. Payment is directed via PayPal, Zuora or other e-commerce solutions. Ciiva does not store credit card details nor share specific customer data with any third parties. All amounts paid by the Customer for Services are non-refundable except as otherwise required by law. The Customer may, however, cancel such Services by contacting Ciiva within 15 days of its initial purchase. Applicable local laws may vary these policies and require partial refunds .

8.

Warranty Disclaimer

THE SERVICES AND THE SOFTWARE ARE PROVIDED “AS-IS”. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT WHERE EXPRESSLY STATED IN THESE TERMS, NO WARRANTY IS MADE BY THE SERVICE PROVIDER.

a)

Content

NO WARRANTY IS MADE AS TO THE COMPLETENESS, CORRECTNESS AND ACCURACY OF THE SOFTWARE OR THE SERVICES OR THIRD-PARTY DOCUMENTS, WEBSITES AND INFORMATION.

b)

Services Availability:

NO WARRANTY IS MADE AS TO THE AVAILABILITY OF THE SERVICES. Although we want to provide a quality service, we cannot guarantee that our Services are online and accessible for a specified amount of time, but are subject to the credit rights discussed above.

c)

Software:

THE SOFTWARE IS USED AT THE CUSTOMER’S OWN RISK. NO WARRANTY IS MADE AS TO THE STABILITY OF SUCH SOFTWARE. CIIVA DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE AS TO THE SOFTWARE. CIIVA SHALL NOT BE RESPONSIBLE FOR ANY DATA LOSS OR DATA CORRUPTION OR OTHER HARM THAT RESULTS FROM THE SOFTWARE OR THE SERVICES. Although we constantly work on and improve our Software, we cannot guarantee that it is bug-free.

9.

Limitation of Liability

ANY LIABILITY OF CIIVA, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS AND SUPPLIERS FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL, INCLUDING LOSS OF DATA, BUSINESS OR PROFITS, SHALL BE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. IN ANY EVENT, LIABILITY SHALL BE EXCLUDED FOR ORDINARY OR MEDIUM NEGLIGENCE. NO PARTY SHALL BE LIABLE FOR DAMAGES ARISING OUT OF ANY FORCE MAJEURE.

10.

Proprietary Rights and Intellectual Property (IP)

The Customer acknowledges and agrees that Ciiva owns all right, title and interest in the Software and the Services, including but not limited to its user interface, code, scripts and Software used in the operation thereof or provided to the Customer as part of the Services. The Customer agrees that it will not copy, reproduce or misappropriate any portion of the Software or Services for any reason, including but not limited to for purposes of competing with the Services in any way. By using the Services or the Software the Customer will not obtain any intellectual property rights to any content, Software or information. All rights are reserved.

11.

Subscription Period and Termination

The Customer acknowledges and agrees that Ciiva owns all right, title and interest in the Software and the Services, including but not limited to its user interface, code, scripts and Software used in the operation thereof or provided to the Customer as part of the Services. The Customer agrees that it will not copy, reproduce or misappropriate any portion of the Software or Services for any reason, including but not limited to for purposes of competing with the Services in any way. By using the Services or the Software the Customer will not obtain any intellectual property rights to any content, Software or information. All rights are reserved.

12.

Governing Law and Jurisdiction

a)

Governing Law:

THESE TERMS AND THE USE OF THE SERVICES AND THE SOFTWARE ARE EXCLUSIVELY GOVERNED BY CALIFORNIA, USA LAW.

b)

Jurisdiction:

THE STATE AND FEDERAL COURTS LOCATED IN SAN DIEGO COUNTY, CALIFORNIA, USA SHALL HAVE EXCLUSIVE JURISDICTION AND VENUE TO HEAR AND DECIDE ANY SUIT, ACTION OR PROCEEDINGS, WHICH MAY ARISE OUT OF OR IN CONNECTION WITH THESE TERMS AND THE USE OF THE SERVICES OR THE SOFTWARE AND CUSTOMER EXPRESSLY CONSENTS TO SUCH EXCLUSIVITY.

13.

Modifications

Ciiva may revise and modify these Terms at any time and from time to time. The latest version of the Terms is published on the Ciiva website www.ciiva.com. The Customer is responsible for regularly reviewing the Terms. By using the Services and the Software after the Terms become effective, the Customer agrees to be bound by the revised Terms.

14.

Severability

If any portion of these Terms is held invalid or unenforceable, the remaining portions shall remain unaffected. Invalid or unenforceable portions shall be modified to reflect the parties’ intention in these Terms.

15.

Assignment

If any portion of these Terms is held invalid or unenforceable, the remaining portions shall remain unaffected. Invalid or unenforceable portions shall be modified to reflect the parties’ intention in these Terms.

16.

Company Information

CIIVA UK
SUITE 307 LAKES INNOVATION CENTRE
LAKES INDUSTRIAL PARK
LOWER CHAPEL HILL
BRAINTREE
ESSEX
CM7 3AN
UNITED KINGDOM

ciiva.com
info@ciiva.com

Ciiva UK is a trading name of Fitch and Mason Ltd.
Registered in England and Wales (Companies House No. 08010046)

Thank you for using Ciiva services and software.