Terms and Conditions of Use

Digi-Key Corporation Web Services User Agreement February 27, 2018 This User Agreement (“Agreement”) applies to your access and use of the application programming interface that is made available by Digi-Key Corporation (the "API"), and any and all data, images, text, or other information or content transmitted through the API (the "Digi-Key Corporation Data"). “We” “us” and “our” means Digi-Key Corporation or any of its subsidiary companies, as applicable. “You” or “your” means the user of the API and Digi-Key Corporation Data. BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THIS AGREEMENT, OR BY ACCESSING OR USING THE API OR DIGI-KEY CORPORATION DATA, YOU (A) AGREE TO BE BOUND BY THIS AGREEMENT AND THE TERMS & CONDITIONS OF EACH APPLICABLE DIGI-KEY CORPORATION SITE; AND (B) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR). IN ADDITION, IF THE TERMS ARE BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THE TERMS ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THE TERMS. 1. Purpose The API is made available by Digi-Key Corporation to enable you to access commercially valuable Digi-Key Corporation Data and present it to your end users within your web sites and software applications approved by Digi-Key Corporation (“Application”) in ways that complement and enhance Digi-Key Corporation’s own products and services (“Permitted Purposes”). Any use of the API that is competitive to or inconsistent with Digi-Key Corporation’s own products and services, aggregates, in any way, any Digi-Key Corporation Content with third party content (without distinction) or fails to attribute the Digi-Key Corporation Data appropriately to Digi-Key Corporation is expressly not permitted. Digi-Key Corporation reserves the right to continually review and evaluate all uses of the API, and will determine whether specific uses of the API are Permitted Purposes or not permitted in its sole discretion. Digi-Key Corporation’s failure to immediately terminate any user of the Digi-Key Corporation API for a non-permitted purpose shall in no way be construed as a waiver of its ability to terminate such user later or any other user. Digi-Key Corporation reserves the right to request information related to your use of any Digi-Key Corporation API and your compliance with these Terms. Failure to timely and completely respond to such request may result in termination. In addition, Digi-Key may provide a library of code samples or other software ("Software") to assist you in connecting to and using the API. Your use of Software also is subject to the terms and conditions of this Agreement. 2. Access Requests To begin the enrollment process, you must submit a complete and accurate access request form. In your access request form, you must describe the Application you intend to develop and use with the API or on which you intend to display Digi-Key Corporation Data. We will evaluate your access request form and notify you by email of its acceptance or rejection. We reserve the right to reject your request form for any reason, in our sole discretion, in the event we determine that your Application is unsuitable. Unsuitable applications include, but are not limited to those applications that: a. do not have as their principal purpose advertising and marketing the Digi-Key Corporation Content and driving sales of Digi-Key Corporation products and services ; b. promote or contain sexually explicit materials; c. contain hate/violent/offensive content or any other material deemed unsuitable or harmful to the reputation of Digi-Key Corporation; d. promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age; e. promote or undertake illegal activities or otherwise violate applicable laws, ordinances, rules, regulations, orders, and other requirements of any governmental authority that has jurisdiction over you, including, but not limited to, laws that govern marketing email; f. include "Digi-Key", “Digi-Key Corporation”, “Digi-Key Electronics” or any other trademark of Digi-Key Corporation or its affiliates, or variations or misspellings of any of them, in their URLs to the left of the top-level domain name (e.g., ".com," ".net," ".org"); or g. infringe on our or any other person’s or entity’s intellectual property, privacy, data protection or other rights. If we reject your request form, you are welcome to reapply at any time. However, if we accept your access request form and we later determine that your Application is unsuitable, we may terminate this Agreement in our sole discretion. You will ensure that the information included in your access request form, including your contact information and the description of your Application, is at all times complete, accurate, and up-to-date. If we accept your request form and you are granted access to the API, you will be issued a unique personal, entity, or corporate identifier (“Identifier(s)”). You are responsible for maintaining the integrity of the Identifier(s) and each Identifier’s specific association with you and your Application. You may not sell, transfer, or sublicense the use of any Identifier(s) to any other party. You are fully responsible for all activities that occur under your Identifier(s), regardless of whether such activities are undertaken by you or a third party. Therefore, you must contact us immediately if you believe a third party may be using your Identifier(s) . 3. Limited License and Attribution Subject to the terms and conditions of and compliance with this Agreement, and as long as you have a current and valid Identifier(s), Digi-Key Corporation grants to you a limited, non-exclusive, personal, non-transferable, non-sublicenseable, royalty-free, terminable license to access and use the API solely with your Application to display Digi-Key Corporation Data in your Application solely for Permitted Purposes for the Term and to access and use any developer tools, sample source code, documentation, specifications, and other materials, digital or otherwise, related to the API and Digi-Key Corporation Data necessary for your use of the Digi-Key Corporation Data (all such materials referred to as “Documentation”) as permitted by Digi-Key. Subject to the terms and conditions of and compliance with this Agreement, Digi-Key Corporation further grants to you a limited, non-exclusive, personal, non-transferable, non-sublicensable, royalty-free, terminable, license during the term of this Agreement to use the DIGI-KEY trademark in connection with the display of Digi-Key Corporation Data in the Application for the Term, subject to Digi-Key Corporation’s approval. You may not use the API, Digi-Key Corporation Data, Software, or Documentation for any other purpose without Digi-Key Corporation’s prior written consent. Other than the limited license expressly set forth in this Section 3, we reserve all right, title and interest in and to the API, the Digi-Key Corporation Data, Software, the Documentation, and our and our affiliates’ trademarks and logos and any other intellectual property and technology that we provide or use in connection with the API or the Digi-Key Corporation Data. You must clearly and conspicuously attribute the source of all Digi-Key Corporation Data as received from Digi-Key Corporation. You may not (i) modify Digi-Key Corporation Data or Documentation, (ii) modify, obscure or otherwise disable the functioning of links to Digi-Key Corporation or third-party applications or websites provided within the Digi-Key Corporation Data, or (iii) omit, modify, or obscure text, images, artwork, logos, copyright or similar notices of any Digi-Key Corporation Data that you receive from the API, provided however, that with graphic images, you may re-size such images while maintaining the same relative proportions of the image. You acknowledge and agree that Digi-Key Corporation may monitor your Application in order to confirm compliance with this Agreement and may request information at any time to support your compliance with this Agreement. Should you fail to provide responsive information, or if Digi-Key Corporation, in its sole discretion, determines that you are not complying with this Agreement, Digi-Key Corporation may terminate your license and invalidate your Identifiers(s) with or without notice to you. Upon such termination for any reason, you shall immediately cease using the API and Digi-Key Corporation Data and promptly remove from your Application and delete or otherwise destroy any portion of all Digi-Key Corporation Data, as requested by us. Solely to the extent that it is necessary for Digi-Key Corporation to allow you to use the API and provide you with the Digi-Key Corporation Data, you grant to Digi-Key Corporation a limited, non-exclusive, non-sublicensable, worldwide, royalty free license to copy and use the Application. 4. Restrictions By making calls to the API or accessing Digi-Key Corporation Data, you agree that you will not, and will not assist or enable others to: a. cache, record, pre-fetch, or otherwise store any portion of the Digi-Key Corporation Data, or attempt or provide a means to execute any “bulk download” operations; b. modify the Digi-Key Corporation Data (except modifications to the Digi-Key Corporation landing page URL as required to facilitate tracking requested by Digi-Key Corporation), or use the API, Digi-Key Corporation Data, or Documentation to update or create your own database of information; c. display Digi-Key Corporation Data in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and Digi-Key Corporation, other than your permitted use of the API under the Terms; d. distribute, rent, lease, sell, transfer, assign, sublicense, dissemble, reverse engineer or decompile (except to the limited extent expressly authorized under applicable statutory law), modify or alter any part of the API, Documentation, or Digi-Key Corporation Data; e. use the API in a manner that impacts or otherwise interfere with the functionality or proper working of the API or Digi-Key Corporation’s servers or impacts the behavior of other applications using the API; f. use the API, Documentation, or Digi-Key Corporation Data in any manner or for any purpose that may violate any law or regulation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or data protection, or which otherwise may be harmful (in Digi-Key Corporation’s sole discretion) to Digi-Key Corporation, its providers, its suppliers, end users of its websites, or your end users; g. use the API for the benefit of Digi-Key’s competitors or for the purpose of providing those competitors with access to the API, Documentation, or Digi-Key Corporation Data; h. hack or break any security mechanism on the API, Documentation, or the Digi-Key Corporation Data or pose a security to risk to Digi-Key or any users of its services; or i. store Digi-Key Corporation Data without Digi-Key Corporation’s written consent for longer than one day. 5. Service Level Objectives, Downtime, and Throttling You understand and agree that from time to time the API may be inaccessible, unavailable or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic updates, maintenance procedures or repairs; or (iii) causes beyond the control of Digi-Key Corporation or which are not reasonably foreseeable by Digi-Key Corporation, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures. You acknowledge and agree that Digi-Key Corporation has no control over the availability of the services on a continuous or uninterrupted basis. The API allows a limited number of requests per second. The threshold will be set based on usability and business requirements, as determined by Digi-Key Corporation in its sole discretion. Exceeding this threshold will result in a ten minute suspension of your account. During this suspension, you will receive a “403 Forbidden” error message with each attempted call to the API. 6. Obligations and Representations Regarding Your Application a. You are responsible for ensuring that your Application and calls to the API are compatible with the API. You will provide Digi-Key with information and materials related to the Application reasonably requested by Digi-Key to verify your compliance with this Agreement. b. You agree that you will not: (i) send or initiate any email or other electronic messages that in any way suggest or imply or mislead or are likely to mislead a recipient into believing that we were the sender or sponsor of such email or electronic message or procured you or induced you to send such email or electronic message; (ii) forward, redistribute or otherwise repurpose any email or other electronic messages that we send our customers or (iii) send or initiate any email in violation of any applicable laws, rules or regulations and other requirements of any governmental authority that has jurisdiction over you. c. When promoting Your application containing data from the Digi-Key Corporation API the following guidelines must be followed: (i) you must not give the impression that you are, or represent, Digi-Key Corporation through use of phrases such as ‘Official Site’; (ii) you must not engage in any pay per click, keyword or ad word campaigns unless you receive the prior written approval from Digi-Key Corporation, which approval may be withheld at our sole discretion; (iii) you must not target the brand names of Digi-Key Corporation or any entities that are direct competitors of Digi-Key Corporation, or otherwise engage in marketing practices that are illegal or violate the rights of any third party; and (iv) you must ensure that all copy used for search and keyword purposes is appropriate and 100% accurate and does not contain any claims that could be construed to be false or misleading. You agree that, following notice from Digi-Key Corporation, you will promptly remove any search listing containing copy and/or creative components that Digi-Key Corporation, in its sole discretion, deems inappropriate for any reason. d. You represent and warrant: (i) that you are solely responsible for the development, operation, and maintenance of the Application, including without limitation, the accuracy, appropriateness and completeness of all content thereof and all Application-related materials and descriptions to the exclusion of the Digi-Key Corporation Data; (ii) that you have the necessary rights and licenses, consents, permissions, waivers and releases to use and display the Application; (iii) that the Application does not, in whole or in part, violate, misappropriate or infringe any rights of Digi-Key Corporation or any third party, including intellectual property rights; (iv) that the Application and its use shall not constitute or result in defamation, invasion of privacy or publicity, or any violation of any rights of any third party; (v) that the Application is not designed for use in any illegal activity and does not and will not promote illegal activities; (vi) that the Application will not be used in a manner that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or that is discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age; and (vii) that the Application does not intentionally contain any viruses or malicious, deleterious, or harmful code; and (viii) that you will conduct yourself business in a professional manner and in a way that does not reflect unfavorably on the goodwill and reputation of Digi-Key Corporation. 7. Term and Termination The term of this Agreement ("Term") will commence once you agree to this Agreement as set forth at the beginning of this Agreement. The Agreement will remain in effect until terminated by you or us in accordance with this section 7. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. In addition, we may suspend your account without notice upon 90 or more consecutive days of inactivity. We may terminate the Agreement if you have your account suspended three times in accordance with this section. Upon termination of this Agreement by either party the licenses granted in Section 3 above shall immediately terminate and you agree to cease all use of the API and Digi-Key Corporation Data and to return to Digi-Key or destroy or delete all copies of the Digi-Key Corporation Data and other related materials provided to you by Digi-Key Corporation within your possession or control. You agree to promptly provide Digi-Key with proof of satisfaction of your termination obligations upon request. The following Sections of this Agreement shall survive any termination of this Agreement: 4, 5, 6, 7, 8, 10, 11, 12, 13, 14, 15, 16, 17, and 20. Termination of the Agreement does not relieve either party of any liability for any breach of, or liability accruing under, the Agreement prior to termination. 8. Publicity You shall not create, publish, distribute or permit any written or verbal materials (e.g. press releases, marketing material or screen shots) that make reference to us without first submitting such material to us and receiving our prior written consent, which may be withheld in our sole discretion. 9. Modification You agree that we may modify this Agreement or any policy or other terms referenced in this Agreement (collectively, "Additional Policies") at any time by posting a revised version of the Agreement or such Additional Policies on the DigiKey.com (the “Website”). The revised terms shall be effective upon posting. By continuing to use the API and/or Digi-Key Corporation Data after the effective date of any revisions to this Agreement, you agree to be bound by the revised Agreement. It is your responsibility to check the Website regularly for changes to this Agreement. 10. Relationship of Parties Nothing in this Agreement creates any type of joint venture, partnership, employment relationship, franchise, sales relationship, or agency relationship between you and us and you shall make no representation to the contrary. 11. Indemnification You agree to indemnify, defend and hold us, our affiliates and licensors, each of our and their business partners (including third party sellers on websites operated by or on behalf of us) and each of our and their respective employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys’ fees), arising out of or in connection with any claim arising out of or relating to (i) your use of the API, Digi-Key Corporation Data, Documentation, a Digi-Key trademark in a manner not authorized by this Agreement, and/or in violation of the applicable restrictions, and/or applicable law, (ii) your Application, or the combination of your Application with other applications, content or processes, including but not limited to any claim involving infringement or misappropriation of third-party rights and/or the use, development, design, manufacture, production, advertising, promotion and/or marketing of your Application, (iii) your violation of any term or condition of this Agreement, including without limitation, your representations and warranties, or (iv) you or your employees' or personnel's negligence or willful misconduct. We agree to promptly notify you of any claim subject to indemnification; provided that our failure to promptly notify you shall not affect your obligations hereunder except to the extent that our failure to promptly notify you delays or prejudices your ability to defend the claim. At our option, you will have the right to defend against any such claim with counsel of your own choosing (subject to our written consent) and to settle such claim as you deem appropriate, provided that you shall not enter into any settlement without our prior written consent and provided that we may, at any time, elect to take over control of the defense and settlement of the claim. 12. Disclaimer of Warranties and Limitation of Liability THE API, DIGI-KEY CORPORATION DATA, SOFTWARE, DOCUMENTATION, DIGI-KEY TRADEMARKS, AND ANY AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, CONTENT, IMAGES, MATERIALS AND OTHER DATA OR INFORMATION PROVIDED BY US (INCLUDING, WITHOUT LIMITATION, DIGI-KEY CONFIDENTIAL INFORMATION) OR OUR LICENSORS IN CONNECTION THEREWITH (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED "AS IS". WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WE AND OUR LICENSORS DO NOT WARRANT THAT THE SERVICE OFFERINGS WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT THE DATA YOU STORE WITHIN OR IN CONNECTION WITH THE SERVICE OFFERINGS WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. WE AND OUR LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, SUSPENSIONS, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS, INCLUDING THOSE THAT AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY PAYMENT SERVICES. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY THIRD PARTY OR THROUGH THE API SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. 13. Limitation of Liability NEITHER WE NOR ANY OF OUR LICENSORS SHALL BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE API, SOFTWARE, DOCUMENTATION, OR DIGI-KEY CORPORATION DATA; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR APPLICATION; OR (iv)THE ACCURACY OF THE INFORMATION RETRIEVED VIA THE API. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO ONE THOUSAND DOLLARS ($1,000). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. 14. Disputes This Agreement is governed by the laws of the State of Minnesota without regard to any conflict of law provisions. The 1980 United Nations Convention on Contracts for the International Sale of Goods, the United Nations Convention on the Limitation Period in the International Sale of Goods, and the Uniform Computer Information Transactions Act, and any implementations thereof in various jurisdictions and any subsequent revisions thereto, shall not apply to this Agreement. Any controversy or claim arising out of or relating to this Agreement or your use of Digi-Key Corporation Data or the API (a "Dispute") shall be settled by arbitration under the rules provided by the American Arbitration Association (AAA), and you hereby waive any right you may otherwise have to a jury trial. A single arbitrator shall preside over any arbitration, and such arbitrator shall, in his or her sole discretion, determine the arbitrability of any alleged Dispute. Any arbitration shall be conducted in Minneapolis, Minnesota. To the fullest extent permitted by applicable law, no arbitration under this Agreement will be joined to an arbitration involving any other party subject to this Agreement or a similar agreement, whether through class arbitration proceedings or otherwise. Judgment on an award rendered by an arbitrator may be entered in any state or federal court within or without the State of Minnesota. Notwithstanding the foregoing, in lieu of or addition to any other remedies available to Digi-Key, Digi-Key may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of Digi-Key’s or any third party's intellectual property or proprietary rights. You hereby irrevocably consent to non-exclusive jurisdiction and venue of the State and Federal courts of the State of Minnesota with respect to any such injunctive or other relief. You further acknowledge that Digi-Key’s rights in its intellectual property are of a special, unique, extraordinary character, giving those rights peculiar value, the unauthorized use, disclosure, or loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages. 15. Entire Agreement This Agreement incorporates by reference the Terms & Conditions and all policies and guidelines posted on the Website, including all Additional Policies, and constitutes the entire agreement between you and us regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between you and us, whether written or oral, regarding such subject matter. Where any terms of any policies and guidelines posted on the Website, including all Additional Policies, conflict with the terms of this Agreement, the terms of this Agreement shall control and supersede those conflicting terms with respect to the subject matter of this Agreement. 16. Notice Except as otherwise set forth herein, both parties must send all notices relating to this Agreement to: (a) for Digi-Key Corporation, via registered mail, return receipt requested or via an internationally recognized express mail carrier to: Digi-Key Corporation, Digital Marketing Department, 701 Brooks Avenue South, Thief River Falls, MN 56701, USA; and (b) for You, notices will be communicated via the Website, the email address of record for you on file with Digi-Key, or other reasonable communication means. It is your responsibility to keep your email address current and periodically check the Website for new notices. For email, you will be deemed to have received any email sent to any such email address, upon our sending of the email, whether or not you actually receive the email. 17. Assignment You may not assign, delegate, or otherwise transfer (including, without limitation, by subcontract, merger, change of your ownership, or operation of law) this Agreement, in whole or in part, without the prior written consent of Digi-Key. Any assignment, delegation, or transfer in violation of the foregoing shall be void. Digi-Key may assign this Agreement and its rights and obligations under this Agreement. 18. Force Majeure Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God. 19. Waivers The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective. 20. Export Compliance and Restrictions You shall, in connection with your use of the API, Documentation, and Digi-Key Corporation Data, comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control in connection with your use of the API, Documentation, and Digi-Key Corporation Data.