Scheme-it Canvas

Scheme-it License Agreement and Terms of Use

This License Agreement and Terms of Use (the "Agreement") is a legally-binding agreement between you and Digi-Key Corporation ("Digi-Key"), the owner of the schematic design software application, Scheme-it (the "Application"). As used in this Agreement, the capitalized term "the Application" means the Application and any authorized website on which the Application is found.

BY CLICKING THE "Get Started" BUTTON, YOU AGREE ON BEHALF OF YOURSELF, YOUR EMPLOYER, AND ANY OTHER PERSON OR ENTITY THAT YOU REPRESENT OR FOR WHICH YOU ARE THE AGENT (COLLECTIVELY REFERRED TO HEREIN AS “YOU” OR “YOUR”) THAT YOU ARE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT OR ARE DISSATISFIED WITH THE APPLICATION FOR ANY REASON, YOUR SOLE AND EXCLUSIVE REMEDY IS TO NOT USE THE APPLICATION.

This Agreement is in addition to and supplements DigiKey’s Website Terms of Use and Conditions of Order. By agreeing to this Agreement you reaffirm your agreement to DigiKey’s Website Terms of Use and Conditions of Order. To the extent there is a conflict between this Agreement and DigiKey’s Website Terms of Use and Conditions of Order, this Agreement will control with respect to the applicable terms and the Application. For the avoidance of doubt and without limiting the preceding, DigiKey’s Conditions of Order shall apply to any purchase of products by you from DigiKey.

1. Right to Access and Use the Application. Your right to access and use the Application is personal to you and is not transferable to any other person or entity. You represent that you as an individual are at least eighteen (18) years of age and that you as an individual are able to bind your employer and any other person or entity that you represent or for which you are the agent to the terms of this Agreement.

2. Passwords. If there is a password associated with your access to and use of the Application, you are responsible for protecting the confidentiality of your password(s) that allow access to the Application. You are responsible for use of the Application by any other person you permit to access or use the Application. You agree to notify Digi-Key in the event of any unauthorized use of your account associated with the Application.

3. End User Conduct and Representations and Warranties. You are responsible for your actions in connection with your access and use of the Application and for all content and data posted, uploaded, or transmitted on or through the Application or created using the Application (“End User Content”). You agree that you will use the Application solely for the purposes for which it was intended and that you will not use the Application for any unintended or unlawful purpose. You represent, warrant, and agree that:

a. End User Content, and your use of the Application, will not be unlawful, defamatory, libelous, tortious, obscene, or similarly-objectionable;

b. End User Content does not and will not infringe, misappropriate, or otherwise violate the intellectual property rights or other rights of any third party;

c. You will not upload, post, or transmit any software viruses or other harmful or deleterious computer code, files, or programs in or to the Application;

d. End User Content does not constitute a "defense article", “technical data”, or "defense service" as such terms are defined in the International Traffic in Arms Regulations (the "ITAR"), 22 CFR Parts 120-130, administered by the Directorate of Defense Trade Controls, U.S. Department of State ("DDTC"), and are not otherwise (i) subject to the ITAR, (ii) any item on the U.S. Munitions List (as such term is defined in the ITAR), or (iii) under the jurisdiction of DDTC;

e. The End User Content (including any technology contained therein) and/or any part, product, prototype, or materials based thereon are classified as EAR99 under the Export Administration Regulations, 15 CFR Parts 730 et seq. administered by the Bureau of Industry and Security, U.S. Department of Commerce;

f. You, or any person or entity that has a 50% or greater ownership interest in you, are not on any restricted or prohibited party list for purposes of export compliance or for any other purpose.

4. Further Restrictions. You agree not to attempt to access the source code or object code of the Application or attempt to decompile, reverse engineer, or dissemble the Application. You agree not to interfere with or disable the Application or the servers or networks used in connection with the Application in any way, and you will not access or attempt to access any portion of the Application or any website on which it is accessed or displayed that is not expressly provided to you for your use. Except as otherwise expressly permitted under the "fair use" doctrine of copyright law, you agree not to reproduce, distribute, transmit, publish, create derivative works based on, or otherwise exploit the Application.

5. License. You grant to DigiKey a fully-paid, royalty-free, perpetual, irrevocable, transferrable, sublicensable, non-exclusive, worldwide license to maintain a copy of the End User Content (in whole or in part) solely for the purpose of operating the Application and storing End User Content for use with the Application.

6. Monitoring. DigiKey may monitor and track your use of the Application and any End User Content for the purposes of monitoring your compliance with this Agreement, for monitoring how the Application is used so that DigiKey can modify or improve the Application, to gather information for use by DigiKey in marketing and market research, to provide information to manufacturers and suppliers of components on how their products are being used in designs, to register designs pursuant to manufacturer programs, and for any other lawful purpose.

7. Rights of DigiKey to Delete End User Content. DigiKey has no obligation to monitor, review, screen, or edit End User Content; however, without limiting any other rights or remedies of DigiKey, DigiKey may remove from the Application, delete, and/or destroy any End User Content for any or no reason.

8. Intellectual Property in the Application. As between you and DigiKey, DigiKey owns all right, title, and interest in and to the Application. You acknowledge that you do not acquire any ownership rights to the Application by accessing or otherwise using the Application. Trademarks appearing on the Application are the property of DigiKey, its licensors, or their respective owners.

9. Changes to the Application. DigiKey has the right to change or discontinue any aspect or feature of the Application at any time.

10. Equipment. As between DigiKey and you, you are responsible for obtaining and maintaining, and all payments for, all telecommunications, computer hardware, and other equipment needed for access to and use of the Application.

11. Suggested Improvements to the Application. DigiKey alone shall own all right, title, and interest, including all related intellectual property rights, to any data that constitutes suggestions, ideas, feedback, recommendations, or other information provided by you relating to the Application ("Submissions") and you agree to and hereby assign all right, title, and interest in and to such Submissions, including any intellectual property rights in and to such Submissions, to DigiKey free of charge. DigiKey may use such Submissions as it deems appropriate.

12. Indemnification. You agree to indemnify, defend and hold DigiKey, and DigiKey's affiliates, joint ventures, business partners, suppliers, vendors, licensors, licensees, employees, agents, representatives, officers, directors, and owners (the “DigiKey Parties”) harmless from and against any and all claims, demands, liabilities, damages, judgments, awards, settlement amounts, costs and expenses, including without limitation expert and attorneys' fees, suffered or incurred by any of the DigiKey Parties resulting from or arising out of (i) any breach of this Agreement by you, (ii) End User Content, or (iii) your use of the Application.

13. Disclaimers and Limitations on Liability. The Application may periodically be inaccessible or inoperable for any reason including, but not limited to: (i) transmission interference, interruptions, congestion and/or outages; (ii) hardware or software malfunctions; (iii) periodic maintenance procedures or repairs made by or on behalf of DigiKey; or (iv) other causes beyond DigiKey's reasonable control. DigiKey is not responsible for loss of access to or use of the Application for any reason, whether the reason is among the aforementioned reasons or otherwise. DigiKey is not responsible for any (i) deletion, destruction, or loss of, (ii) damage to, or (iii) failure to save or store any End User Content. DigiKey may delete or destroy End User Content at any time, subject to any requirements of applicable law. DigiKey makes no representations or warranties regarding the accuracy, quality, integrity, legality, reliability, appropriateness, or timeliness with respect to the Application.

THE APPLICATION IS PROVIDED ON AN AS-IS, AS-AVAILABLE BASIS AND WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU ASSUME ALL RISK OF YOUR USE OF THE APPLICATION. DIGI-KEY EXPRESSLY DOES NOT WARRANT THAT THE APPLICATION, OR ACCESS TO OR USE OF THE APPLICATION, WILL BE UNINTERRUPTED OR ERROR FREE. UNDER NO CIRCUMSTANCES SHALL DIGI-KEY BE LIABLE FOR ANY DAMAGE CAUSED BY YOUR RELIANCE ON THE APPLICATION OR ITS CONTENTS.

IN NO EVENT SHALL DIGI-KEY BE LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES AS A RESULT OF LOST DATA OR LOSS OF ACCESS TO OR USE OF THE APPLICATION), REGARDLESS OF THE LEGAL THEORY ASSERTED (WHETHER IN TORT, CONTRACT, OR OTHERWISE) AND REGARDLESS OF WHETHER DIGI-KEY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN LIABILITIES OR WARRANTIES, SO SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, DIGI-KEY'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE LIMITATIONS ABOVE RELIEVE DIGI-KEY OF ANY LIABILITY ARISING OUT ACTS THAT CONSTITUTE INTENTIONAL TORTS AND/OR WILLFUL OR WANTON MISCONDUCT OF DIGI-KEY.

14. Termination. DigiKey may immediately terminate this Agreement or your access to the Application for any or no reason, with or without notice. The provisions of this Agreement relating to ownership of intellectual property, representations and warranties, disclaimers, limitations on liability, and indemnification, and any other provisions of this Agreement where context so indicates, shall survive termination of this Agreement.

15. Changes to this Agreement. Digi-Key may immediately terminate this Agreement or your access to the Application for any or no reason, with or without notice. The provisions of this Agreement relating to ownership of intellectual property, disclaimers, limitations on liability, and indemnification, and any other provisions of this Agreement where context so indicates, shall survive termination of this Agreement.

16. Miscellaneous. Other than as expressly set forth in this Agreement, this Agreement sets forth the entire agreement and understanding between the parties regarding its subject matter and supersedes any prior understanding or agreements, whether written or oral, regarding the same subject matter. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect. This Agreement shall in all respects be governed by and interpreted, construed, and enforced in accordance with the laws of the United States of America and the State of Minnesota, without regard to that State's conflict of law provisions. This Agreement shall not be governed by or interpreted in accordance with the Uniform Computer Information Transactions Act (UCITA), the application of which is expressly excluded. Any dispute arising out of this Agreement 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. The failure of DigiKey to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by DigiKey in writing.