Thank you for licensing the Octopart, Inc. ("Octopart") application programming interface (the "Octopart API"). By using the Octopart 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 Octopart API. If you disagree with any of the terms below, Octopart does not grant you a license to use the Octopart API and you must refrain from using it.
Octopart 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 http://octopart.com/api/legal. Octopart may change these Terms of Use by posting a new version without notice to you. Use of the Octopart API after such change constitutes acceptance of such changes.
You agree as follows:
1.1. License. Octopart provides a collection of web services (collectively, the "Service") that enables you to search and retrieve electronic part data and other content from Octopart (collectively, the "Content" and, together with the Service, the "Octopart 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 Octopart grants you a non-exclusive, revocable, non-transferable, non-sublicensable, limited license to: (i) access and use the Service as provided by Octopart 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 Octopart API not expressly granted to you under this Section 1.1 are reserved by Octopart.
1.2. Restrictions. You shall not, directly or indirectly, in whole or in part: (i) sell, rent, sublicense, lease, loan, assign, commercially share or otherwise transfer or distribute the Octopart API (or any part thereof) without Octopart'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 Octopart or its suppliers in the Content; (iv) use the Octopart API in violation of U.S. or other applicable laws, statutes, ordinances; (v) permit any action that would adversely affect Octopart's right, title or interest in or to the Octopart API; (vi) use the Octopart API to develop a competing service; or
1.3. Restriction on Applications. You shall not use the Octopart 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 Octopart 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 Octopart API you hereby grant to Octopart 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 Octopart API.
1.5. Distributors and the Octopart API. Octopart prohibits anyone involved in the distribution of electronic components or any products listed on the Octopart API (including sales, brokerage, or software developers providing applications and services for electronic component distribution), are prohibited from utilizing the Octopart API for pricing and availability. Any user in this category can email api@octopart.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 Octopart API. Utilizing the Octopart API for historical trends in pricing and inventory is prohibited. Furthermore any mass aggregation of Octopart data for predictive analytics of any kind is prohibited without explicit written consent from Octopart. To seek consent you can provide a detailed description of your project via email to api@octopart.com for approval.
1.7. Caching of Data. Caching data from the Octopart API for more than 24 hours is prohibited. By using the Octopart API you agree not to cache any data from the API for more than 24 hours including but not limited to images and datasheets.
2.1 License Fees. Subject to the Terms of Use, the Octopart 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 send an email to api@octopart.com.
2.2 Invoices. In connection with your license herein, 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%) 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
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.
3.1. Ownership. You expressly acknowledge that Octopart and its licensors own all right, title and interest, including without limitation all intellectual property rights, in and to the Octopart API, as well as to all updates, enhancements and modifications thereto. As between the parties, Octopart shall have the exclusive right to institute infringement or other appropriate legal action against any alleged, prospective or actual infringement of Octopart's intellectual proprietary rights in the Octopart API, and shall retain all money received from any such action.
3.2. Third-Party Content. You acknowledge that the Content may incorporate content supplied to Octopart by third parties ("Third-Party Content"), and that Octopart's access to such Third-Party Content may be terminated at any time. You further acknowledge that in the event of any such termination, Octopart may immediately remove the applicable Third-Party Content from the Content without notice to you.
3.3. Trademarks. Subject to the terms and conditions of the Terms of Use, Octopart also hereby grants to you a non-exclusive, revocable, non-transferable, non-sublicensable, limited license to use, display and reproduce Octopart's trademarks (collectively, "Marks") solely for the purposes of identifying the use of the Octopart API in the Applications. You will use the Marks in conformance with Octopart's trademark usage policies as communicated to you from time to time. You will not use the Marks in a manner that Octopart 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 Octopart in this Section 3.3. 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 Octopart's ownership and exclusive right to use the Marks and agrees that all goodwill arising as a result of your use of the Marks will inure solely to the benefit of Octopart.
YOU ACKNOWLEDGE THAT THE OCTOPART API IS PROVIDED TO YOU "AS IS," AND THAT OCTOPART 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, OCTOPART 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 OCTOPART API FOR YOUR USE.
Support. Octopart may elect to provide you with support or modifications for the Octopart API (collectively, "Support"), in its sole discretion, and may terminate such Support at any time. Octopart may change, suspend, or discontinue any aspect of the Octopart API at any time, including the availability of any Octopart API. Octopart may also impose limits on certain features and services or restrict your access to parts or all of the Octopart API or the Octopart Web site without notice or liability. These Terms of Use do not entitle you to any support for the Octopart API, unless you make separate arrangements with Octopart and pay all fees associated with any such support.
Release and Waiver. To the maximum extent permitted by applicable law, you hereby release and waive all claims against Octopart, 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 Octopart 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 may be found to be other than now believed to be true 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.
Indemnity. To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify Octopart and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from and against any third party claim arising from or in any way related to your use of Octopart API, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. Octopart shall use good faith efforts to provide you with written notice of such claim, suit or action.
8.1. Term and Termination. Your license to the Octopart 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 Octopart API. Octopart 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 Octopart is not aware of such violation at the time it occurs), (ii) Octopart publicly posts a written notice of termination on Octopart's Web site, (iii) Octopart sends a written notice of termination to you, or (iv) Octopart ceases providing access to the Octopart API to you.
8.2 Survival. Any termination of license (however occasioned) shall not affect Sections 2, 3, 4, 6, 7, 8.2, 9, 12 and 13, each of which shall continue in full force and effect.
OCTOPART 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 OCTOPART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL OCTOPART BE LIABLE TO YOU FOR ANY AMOUNT.
Publicity. Any public announcement by you concerning the Terms of Use or the matters contained herein shall only be made upon Octopart's prior written consent, which consent shall not be unreasonably withheld. **Already covered in 1.4 above as now modified.
Notices. You agree that Octopart may provide you with notices, including those regarding changes to the Terms of Use, by email, regular mail, or postings on the Octopart API. By providing Octopart 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 Octopart must be sent to Octopart, Inc., 43 West 24th St, Suite 11B, New York NY 10010 via first class or air mail or overnight courier and are deemed given upon receipt.
13.1. Disputes. The Terms of Use, and your relationship with Octopart under the Terms, shall be governed by the laws of New York without regard to its conflict of laws provisions. You and Octopart agree to submit to the exclusive jurisdiction of the courts located within the state of New York to resolve any legal matter arising from the Terms of Use. 13.2. 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.
13.3 U.S. Government Restricted Rights. Any software and related documentation provided by Octopart 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.
13.4. No Waiver of Rights by Octopart. Octopart'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.
13.5. 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.
13.6. Assignment. Neither party may assign or transfer the Terms of Use, or any of its rights or obligations hereunder, without the prior written consent of the other party hereto. Notwithstanding the foregoing, either party (the "Assigning Party") may assign the Terms of Use in its entirety to a subsidiary or affiliate of such party, or to the purchaser all or substantially all of the business or assets of such party to which the Terms of Use relates upon providing written notice to the other party hereto reasonably in advance of such assignment and providing such information concerning the transaction as the other party may reasonably require. 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.
13.7. Entire Agreement. The Terms of Use constitute the whole legal agreement between you and Octopart and govern your use of the Octopart API (but excluding any support or services which Octopart may provide to you under a separate written agreement), and completely replace any prior agreements between you and Octopart in relation to the Octopart API. These Terms of Use may be modified only by Octopart.
Last Updated: July 10, 2020