Terms & conditions

Introduction

Please read these terms and conditions carefully before using this site or obtaining any materials, information, products or services through this site (collectively, “Products”). By accessing, using, opening an account or obtaining any Product through the Octopart website, available at octopart.com ("Our Website") or by clicking to accept or agree to the Terms, you agree to be bound by these terms and conditions ("Terms"). If you do not accept all of these Terms, then you may not use Our Website. The Terms may be modified by us in the future and will apply thereafter to any and all future use of Our Website by you.

These Terms are between you (acting in your capacity as an employee or other representative of your company or other entity, if applicable) (“you”) and Octopart Incorporated (“we”, “us”, or “Octopart”). We recommend that you print a copy of these Terms for your future reference.

Our goal is to make Octopart.com the most trusted site in online parts search. To do this, we need your help, so any suggestions for improvement can be sent to us directly via email at contact@octopart.com or any feedback form on Our Website.

1. Using Our Website

This Website is intended for personal and commercial use. If you join us and become a member, you are responsible for maintaining the secrecy of your passwords, login and account information. You will be responsible for all use of Our Website by you and anyone using your password and login information (with or without your permission). You agree not to use Our Website for any purpose that is unlawful, illegal or forbidden by these Terms. We operate Our Website in the United States. You will comply with laws that apply to the United States and your own country, including laws that apply to exporting technical data.

In addition, you agree not to do any of the following without prior express written permission of Octopart:

(i) access Our Website or Our Content with any manual or automated process for any purpose other than your internal use or for inclusion of Octopart pages in a search index;

(ii) violate the restrictions in any robot exclusion headers on Our
Website or bypass or circumvent other measures employed to prevent or limit access to Our Website;

(iii) use Our Website in any manner that could disable, overburden,
damage, or impair Our Website, or introduce any viruses or other harmful code into Our Website or our systems;

(iv) sell or commercialize any content obtained from Our Website on a standalone basis, except as set forth under “Intellectual Property”; or

(v) upload any content to Our Website that infringes upon the intellectual property or proprietary rights of any third party.

We may, at our sole discretion, at any time and without advance notice or liability, suspend, terminate or restrict your access to all or any component of Our Website. We may withdraw or amend Our Website, and any service or material we provide on Our Website, in our sole discretion without notice.

2. Your Content

Certain functionality and interactive features on Our Website may allow you to provide materials, content, or information to Our Website (collectively, “User Submissions”). You acknowledge, represent and agree that any User Submission is submitted voluntarily and is not confidential or proprietary, and that your User Submission does not establish a relationship between you and us. You hereby grant Octopart and its affiliates a worldwide, royalty-free, non-exclusive, transferable, perpetual and irrevocable license to use, distribute, transmit, reproduce, modify, publish, translate, publicly perform and display and create derivative works of your User Submissions, except as otherwise prohibited by applicable law or these Terms. You waive any right to compensation of any type for your User Submissions. You represent and warrant that you have all the rights necessary to grant the rights in this section and that use of User Submissions by us does not violate any law. You will not upload to, distribute, or otherwise publish through Our Website any content that is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable, or that may constitute or encourage a criminal offense, violate the rights of any party or that may otherwise give rise to liability or violate any law.

3. APIs

Our Website may include certain application programming interfaces (“APIs”). You represent that any information you provide to us in connection with obtaining access to APIs is complete and accurate, and you will inform us of any updates to this information. Your use of the APIs will comply with terms applicable to Our Website in general, including that you will use the APIs in compliance with all applicable laws, and that you will only use the APIs for their intended purpose and not to overburden or disable our systems. We may disable your access to any APIs at any time in our sole discretion.

4. Intellectual Property

We own Our Website and, along with the listed distributors, manufacturers, and other suppliers (the "Suppliers"), own all of the text, images, software, trademarks, CAD models (schematic symbols, PCB footprints, and 3D models), service marks and other materials contained on Our Website ("Our Content"). Except for the CAD models on Our Website, you will not copy, share, publish, distribute or transmit any of Our Content for any purpose.

All copyright, trademark and other proprietary rights notices included in Our Content as presented on Our Website must appear on all copies you print. "Octopart", "Octopart.com", "PartList", and "The most exciting development in electronic parts search since Shockley was found doping silicon" are trademarks or registered trademarks of Octopart, Inc. Other product, service, or company designations on Our Website may belong to Suppliers and may be mentioned in Our Website for identification purposes only. You should contact the appropriate Suppliers for more complete information regarding such designations and their registration status. Your use of and access to Our Website do not grant you any license or right to use any of the marks included on Our Website.

You may design, manufacture, use and distribute circuit board designs and circuit boards formed by combining parts obtained from Our Website with other circuit elements of your choosing. You may convey or commercialize those combinations under terms and conditions of your choice without attributing Octopart as the source.

You may copy and modify the CAD models made available on Our Website for inclusion in circuit board designs and circuit boards that are to be distributed to your customers. We own any modifications of the CAD models, and you hereby assign all right, title, and interest in the modifications to us. You will not share, publish, distribute or transmit any such CAD models or any related modifications on a standalone basis.

5. DMCA

Further, as an Altium company, Octopart adheres to the Digital Millennium Copyright Act (DMCA). If you have any complaints under the DMCA about any content hosted on this website, please contact legal@altium.com.

6. Privacy

Your use of Our Website, including information you submit to us through Our Website, is also governed by our Privacy Policy available here.

Octopart is a search engine that helps you find electronic parts. We search the web for information about parts, components and devices; and then you go directly to a part distributor's website to make your purchase. This means we do not take your credit card information or your money.

Registration on Our Website is strictly voluntary. Registration allows you to access certain information and features, but membership is not necessary to use our search functions.

Our Website does not react to Do Not Track (DNT) signals.

7. Warranty Disclaimer

Octopart makes no warranty, and expressly disclaims any obligation, that: (a) Our Website will meet your requirements or will be available on an uninterrupted, timely, secure, or error-free basis; (b) Our Content will be up-to-date, complete, comprehensive, accurate or applicable to your circumstances; or (c) the results that may be obtained from the use of Our Website or any services offered through the site will be accurate or reliable.

Your product choices on or through Our Website are made by you alone. Octopart and the Suppliers make no warranty and have no responsibility for determining that the products, services, information, and other materials you obtain through Our Website will meet your expectations, needs, or objectives.

OUR WEBSITE AND ALL CONTENT AND SERVICES PROVIDED ON OUR WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. OCTOPART EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND SECURITY AND ACCURACY, AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.

8. Indemnification

You will indemnify, defend, and hold harmless Octopart, the Suppliers, and each of our officers, directors, employees and agents from and against any third-party claim, cause of action, liability, expense, loss or demand, including reasonable legal and accounting fees, arising out of, or in any way connected with (a) your breach of these Terms or the agreements made a part of these Terms by reference, (b) your use of or access to Our Website or Our Content, or (c) any User Submissions. If we become aware of any such third party claim, we will promptly notify you and reasonably cooperate with you in the defense of such third party claim at your sole expense.

9. Limitation of Liability

Octopart, its affiliates, and their respective licensors, service providers, employees, agents, officers, and directors, and the Suppliers, will not be responsible or liable for (a) any damage or loss related to your computer equipment or other property as the result of your access to Our Website or your downloading of any content from Our Website, including as a result of a virus or other malicious code, or (b) design mistakes or manufacturing failures that occur as a result of use of any of the CAD models or other information provided on Our Website.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL OCTOPART, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS, OR THE SUPPLIERS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RELATED TO (i) YOUR USE, OR INABILITY TO USE, OUR WEBSITE, ANY WEBSITES LINKED TO IT, ANY OF OUR CONTENT ON OUR WEBSITE OR SUCH OTHER WEBSITES, OR (ii) THE PERFORMANCE OR NONPERFORMANCE BY US OR ANY PROVIDER (COLLECTIVELY, THE “COVERAGE”), INCLUDING PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, AND LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE AGGREGATE LIABILITY OF OCTOPART AND ITS AFFILIATES TO YOU FOR ALL CLAIMS AND DAMAGES RELATED TO THE COVERAGE WILL NOT EXCEED $100 U.S. DOLLARS.

Nothing in this section will be interpreted as excluding liability that cannot under applicable law be excluded.

10. Suppliers

Octopart’s display on or through Our Website of products offered by Suppliers does not in any way imply, suggest, or constitute any sponsorship or approval of Octopart by any such Supplier or any affiliation between any such Supplier and Octopart. Octopart’s display of specific options does not suggest a recommendation by Octopart of the Suppliers or their products. You agree that Octopart 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 Our Website is at your own risk, and Octopart 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 Suppliers.

Furthermore, Our Website may contain links to other Websites that we do not operate or control and for which we are not responsible ("Other Websites"). We provide these links for your reference and convenience and do not endorse the contents of Other Websites. You should refer to the separate terms of use, privacy policies, and other rules posted on Other Websites before you use them.

You agree to abide by the terms and conditions of purchase imposed by any Supplier with whom you elect to deal, including terms and conditions set forth in an air carrier's fare rules or contract of carriage.

11. Other

Neither these Terms nor Our Website create a partnership, joint venture, employment, or other agency relationship between us. You may not assign, delegate or transfer your rights or obligations under these Terms. We may assign our rights and duties under these Terms without such assignment being considered a change to the Terms and without notice to you. Any assignment in violation of this section is void.

Any modification by us to these Terms shall be effective ten (10) days after posting. Your continued use of Our Website following the posting of notice of any modification will be subject to the Terms in effect at the time of your use. If you object to any provision of these Terms or any subsequent modifications to these Terms, your only recourse is to immediately terminate use of Our Website. Other terms and conditions may apply to search functions through Our Website, the Suppliers' websites, and to your use of other portions of Our Website. You will observe these other terms and conditions.

If we fail to act with respect to your breach or anyone else's breach on any occasion, we are not waiving our right to act with respect to future or similar breaches. If a court finds any of these Terms to be unenforceable or invalid, that Term will be enforced to the fullest extent permitted by applicable law and the other Terms will remain valid and enforceable. These Terms, together with those agreements made a part of these Terms by reference, make up the entire agreement between us relating to your use of Our Website, and replace any prior understandings or agreements (whether oral or written) regarding your use of Our Website.

The laws of the State of Delaware (USA), without regard to its conflict of laws rules, will govern these Terms, as well as your and our observance of them. If you take any legal action relating to your use of Our Website or these Terms, you agree to file such action only in the state and federal courts located in Dover, Delaware (USA). In any such action or any action we may initiate, the prevailing party will be entitled to recover all legal and expert expenses incurred in connection with the action, including but not limited to costs, both taxable and non-taxable, and reasonable attorney and expert fees. You acknowledge that you have read and understood these Terms, and that these Terms have the same force and effect as a signed agreement.

12. Contacting Us

We encourage you to share your comments and questions with us, but we may not be able to respond to all of them. Please note that we assume no responsibility for reviewing unsolicited ideas for our business (like product or advertising ideas) and will not incur any liability as a result of any similarities between those ideas and materials that may appear in future Octopart programs. Also, please remember that you are responsible for whatever material you submit, including its reliability, originality, and copyright. Please do not reveal trade secrets or other confidential information in your messages. Any and all rights to materials submitted to us become the exclusive property of Octopart.

Last updated: [May 5, 2022]