DIGI-KEY TOOLBAR END USER LICENSE AGREEMENT
The Digi-Key downloadable toolbar, as updated from time to time (the "Toolbar") is intended to work with your internet browser to give you easy access to services offered by Digi-Key Corporation ("Digi-Key"), which owns and operates the digikey.com and related websites. All references in this Agreement to "we" or "us" shall mean Digi-Key. All references to "you" shall mean the owner or person in lawful possession of the computer on which the Toolbar is installed or any person who uses that computer, with or without permission from the owner. By downloading, installing or using the Toolbar, you agree to be bound by the terms of this End User License Agreement ("EULA").
1. TOOLBAR FEATURES. The Toolbar has interactive buttons that you can use to access various features and functionalities that are intended to enhance your use of the Digi-Key website (the "Toolbar Services"). We may change, add to or remove Toolbar Services from time to time, with or without notice to you. By downloading, installing, and using the Toolbar, you consent to any modifications to the Toolbar Services. The Toolbar works in conjunction with your internet browser and the Toolbar Services may change the functionality of your internet browser or other software. By downloading, installing or using the Toolbar, you consent to any changes to your system made by the Toolbar or as a result of its installation or use. The Toolbar is optimized to work in connection with the following internet browsers: Internet Explorer version 5.5 or higher and Firefox version 2.0 or higher.
2. USE OF TOOLBAR. The Toolbar is made available to you for your use in accessing the services and features of the Digi-Key website only and not for any other purpose. You may not use the Toolbar in any manner that might interfere with the operation or functionality of the Digi-Key website or any services offered through the Digi-Key website (including the Digi-Key Toolbar). You may not use the Toolbar in any manner that could interfere with any other party's use and enjoyment of the Digi-Key website or services. You agree not to use the Toolbar in an automated manner through bots, metaspiders, crawlers or any other automated means.
3. INTELLECTUAL PROPERTY. You acknowledge that Digi-Key or third parties own all rights, title and interest in and to the Toolbar, portions thereof, or software provided through or in conjunction with the Toolbar, including without limitation all Intellectual Property Rights. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree that you will not(i) decompile, reverse engineer, or disassemble the Toolbar or the Toolbar Services, or otherwise attempting to derive their source code, (ii) tamper or interfere with the functionality or operation of the Toolbar while using or installing it, (iii) sell, rent, or resell the Toolbar to any third party, (iv) duplicate, reproduce, copy (except for reasonable backup purposes), modify, or otherwise create derivative works of the Toolbar, or (v) export the Toolbar, directly or indirectly into any country prohibited by law. You may make copies of the Toolbar and distribute such copies to others within your employer's organization provided that any such recipient has had an opportunity to review and agree to be bound by these Terms and Conditions. If others within your organization do not have this opportunity to review and agree and you would still like to distribute copies to them, you may do so provided that you have the legal right to bind your organization (and others within your organization) to these Terms and Conditions. If you do not have this right and the recipients do not have an opportunity to review and agree to these Terms and Conditions, you may not distribute the Toolbar to them. You may refer anyone to the following site to download their own copy of the Toolbar: www.digikey.com/toolbar. You agree to not remove, obscure, or alter Digi-Key's or any third party's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Toolbar. You agree that nothing contained herein entitles you to own the Toolbar or any portion thereof and that the Toolbar is only being licensed to you and not sold to you.
4. PRIVACY STATEMENT AND TERMS & CONDITIONS. Use of the Toolbar and the Digi-Key website is governed by the Digi-Key Privacy Statement and the Digi-Key website Terms & Conditions which are accessible from the Digi-Key website. As a condition of downloading and using the Toolbar, you agree that Digi-Key may access and disclose any information we have collected from you based on your use of the Toolbar or the Digi-Key website if required to do so by law or in a good faith belief that such access or disclosure is reasonably necessary to: (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this EULA, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) protect the rights, property or safety of Digi-Key, users of Digi-Key's websites, our employees, and the public, or (e) as otherwise provided in the Digi-Key Terms & Conditions.
5. AUTOMATIC UPDATES. We may, but are not required to, issue updates to the Toolbar from time to time which may include patches bug fixes, new features, new versions, or enhanced functionality (collectively, "Updates"). All such Updates are governed by this EULA. If and when we issue Updates to the Toolbar, we may, but are not required to make such Updates available to you. By first downloading and installing the Toolbar onto your computer, you agree that we may automatically provide such Updates to you at our discretion without any requirement for further approval from you or notification to you.
6. UNINSTALLING THE TOOLBAR. Should you decide that you no longer wish to have the Toolbar on your computer, you can uninstall the Toolbar at any time. In addition, we shall have the right to terminate your access to and use of the Toolbar at any time if we determine, in our sole discretion, that you have violated this EULA, the Digi-Key Privacy Statement or the Digi-Key Terms & Conditions or if we decide to discontinue offering the Toolbar.
7. INDEMNITY. You agree to hold harmless and indemnify Digi-Key and any Third Party Licensors (collectively, the "indemnified parties") and each of their parents, subsidiaries, affiliates, officers, directors, employees and agents, from and against any claim, suit or action against any of the indemnified parties arising from or in any way related to your use of the Toolbar or your violation of this EULA, including any liability or expense arising from all claims, losses, damages, suits, judgments, litigation costs and attorneys' fees, of every kind and nature.
8. DISCLAIMER OF WARRANTIES. WE DISCLAIM ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR DOWNLOAD, INSTALLATION, USE OR UNINSTALLATION OF THE TOOLBAR, OR YOUR USE OF THE TOOLBAR SERVICES. THE TOOLBAR AND THE TOOLBAR SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE FULLY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE TOOLBAR OR THE TOOLBAR SERVICES WILL BE OPERABLE, OR THAT THEY WILL WORK AS INTENDED, OR THAT THE OPERATION WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THEY WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT, SOFTWARE OR HARDWARE, OR THAT THEY WILL NOT DAMAGE ANY OTHER PRODUCT, SOFTWARE, HARDWARE (INCLUDING, WITHOUT LIMITATION, ANY COMPUTER OR CAUSE ANY LOSS OR CORRUPTION OF DATA, OR THAT THEY WILL HAVE A MINIMUM SERVICE LIFE. THIS DISCLAIMER OF WARRANTIES MAY NOT BE ALLOWED IN CERTAIN JURISDICTIONS, SO THE PROVISIONS OF THIS SECTION MAY NOT APPLY TO YOU.
9. LIMITATION OF LIABILITY. IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR DOWNLOAD, INSTALLATION, USE OR MISUSE, UNINSTALLATION, OR RELIANCE UPON THE TOOLBAR OR THE TOOLBAR SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) PRODUCT LIABILITY, PERSONAL INJURY, TRESPASS TO CHATTEL OR OTHERWISE, AND WHETHER OR NOT THE PERSON CAUSING SUCH LOSS OR DAMAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. SOME JURISDICTIONS LIMIT THE AVAILABILITY OF SUCH LIMITATION OF LIABILITY, IN WHICH CASE THE PROVISIONS OF THIS SECTION MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL OUR LIABILITY EXCEED $100.00.
10. GOVERNING LAW. The parties agree that any disputes arising under this EULA will be adjudicated separately, and will not be combined, and that all disputes will be governed by, and will be interpreted in accordance with, the laws of the State of Minnesota, without regard to any conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any Dispute will be venued in a state or federal court situated in Minneapolis, Minnesota, and you hereby irrevocably submit to the personal jurisdiction of such courts for that purpose.
11. MISCELLANEOUS PROVISIONS. This EULA, the Digi-Key Privacy Statement and the Digi-Key Terms & Conditions constitute the entire agreement between you and Digi-Key relating to the Toolbar and supersedes any prior or contemporaneous agreement between the parties regarding the Toolbar, whether written or oral. Any changes that we make to the EULA will be posted on the Digi-Key website. Your use of the Toolbar will always be governed by the EULA in effect at the time of use. The failure of Digi-Key to exercise or enforce any right or provision of this EULA shall not constitute a waiver of such right or provision. If any provision of this EULA is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this EULA shall remain in full force and effect.
May 29, 2008