This Subscription License Agreement is between the entity identified in the Quote (“You” or “Your”) and SiliconExpert Technologies, Inc. (“SiliconExpert”). It consists of the terms below as well as the Terms of Use, Privacy Policy, and the Quote for Your Subscription or Renewal (all together referred as “Agreement”).  This Agreement is effective on the date You receive confirmation of Your Subscription or on the date of Renewal, as applicable.

1. Definitions

1. “Artificial Intelligence” (“AI”) means any computer systems or software capable of tasks and behaviors such as learning, prediction, problem-solving, perception, reasoning, planning, decision-making, communication, that would otherwise require human intelligence. Such systems may employ machine learning, natural language processing and/or neural networks to process and generate information autonomously.
2. “Base License” means the license to Tool(s) as set forth in the Quote.
3. “Confidential Information” has the meaning as set forth in Section 16.
4. “Quote” means SiliconExpert order form detailing the Tools and or Service purchased, including but not limited to, the term, payment, pricing, and renewal information.
5. “Resultant Data" means data and information related to Your use of the Tools or Services that is used by SiliconExpert in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services or Tools.
6. “Services” means the services performed by or on behalf of SiliconExpert and provided to You as set out in an Order.
7. “SiliconExpert Disabling Device" means any software, hardware, or other technology, device, or means (including any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by SiliconExpert or its designee to disable Your or any User's access to or use of the Services automatically with the passage of time or under the positive control of SiliconExpert or its designee.
8. "SiliconExpert Materials" means the Services, documentation, Tools, and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by SiliconExpert or any subcontractor in connection with the Services or Tools or otherwise comprise or relate to the Services or Tools. For the avoidance of doubt, SiliconExpert Materials include Resultant Data and any information, data, or other content derived from SiliconExpert's monitoring of Your access to or use of the Services, or Tools, but do not include Your Data.
9. “Software” means software tools, software code (in source and object forms), algorithms, user interface designs, architecture, toolkits, plug-ins, objects and documentation, network designs, processes, know-how, methodologies, trade secrets, and any related intellectual property rights throughout the world, as well as any of the modifications, or extensions of the above, owned, developed, or licensed by SiliconExpert used to support the Tools. Software specifically excludes SiliconExpert’s Parts Database and is only applicable to the actual software program that supports the Tools.
10. “Subscription” means Your agreement to access the Tools for a defined period as set forth in the Quote.
11. “Term” means the term of the Agreement or Base License as set forth in Section 7 below.
12. “Tool” or"Tools" means the technology and database services hosted by or on behalf of SiliconExpert and provided to You as set out in an Quote, including the BOM Manager Tool, Part Search Tool, Open Market Tool, SCRM Tool, API or any other technology or database services as detailed in the Quote.
13. “User” means an individual (either an Your employee or temporary worker) who may use or access the Tools.
14. “Your Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from You or a User by or through the Services or Tools or that incorporates or is derived from the processing of such information, data, or content by or through the Services or Tools. Your Data does not include Resultant Data or any other information reflecting the access or use of the Services or Tools by or on behalf of You or any User.

2. License Grant and Restrictions

1. License Grant to Tool(s). Subject to the terms and conditions of this License, and to the extent applicable in the Quote, SiliconExpert hereby grants to You during the Term of the applicable Base License a non-transferable, non-exclusive license to access the Tool(s) via a secure website for its internal business purposes. You will be provisioned a unique URL link with a specific username and password for each user to enable authorized Users to access the Tool. You will be permitted to provide enough information to Your customers to address a reasonable number of business-related issues, but in no event will You be permitted to repackage, resell, or otherwise redistribute reports, printouts or information generated by the Tools to any third party. Use of the Base License and any additional license(s) is limited to Users at the location identified in the Order only (if applicable). SiliconExpert reserves all other rights not expressly granted in this License.
2. License Restrictions. As a condition of the license granted, You agree that the Tools will be used solely for Your internal, lawful use. You shall not, directly or indirectly:
   • allow any third party to use any Tool;
   • provide any reports, printouts or information generated by a Tool to any third party, except as limited in Section 1 above;
   • remove, obscure, or alter any proprietary notices associated with the Tool;
   • reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Tools or Software; modify, translate, or create derivative works based on the Tools or Software (except to the extent expressly permitted by SiliconExpert or applicable law);
   • use the Tool in violation of any applicable law or regulation or in a manner that would cause a risk to the security or operations of SiliconExpert or any of its customers.
   • use any AI technology, including  but not limited to, machine learning models, natural language processing systems, computer vision systems, automated BOTs and data scraping or other AI technologies now existing or to be developed in the future, to access, analyze, or interpret any data or content from the Tools, website or any deliverable(s), including SiliconExpert email notifications.  This includes third-party AI services or proprietary models developed by You.
   • using the Tools, or allowing Users to access or use the Tools, in any country or location where access or usage is restricted by laws or regulation.
   • If you use any third-party data, products, services and/or platforms in conjunction with SiliconExpert Tools or Services, you are further responsible for complying with any applicable terms and conditions of such third-party.

3. Intellectual Property

1. SiliconExpert Materials.You agree that SiliconExpert is the owner or licensee of all intellectual property rights in and to SiliconExpert Materials, and that no right, title, or interest in any intellectual property rights in SiliconExpert Materials is transferred to You, whether express or implied. SiliconExpert reserves all other rights not expressly granted in this License. SiliconExpert retains the right, at its sole discretion and without any liability, to modify, update, or otherwise alter its intellectual property, including the Tools, Software, and any associated intellectual property rights, at any time.
2. Your Data.As between You and SiliconExpert, You is and will remain the sole and exclusive owner of all right, title, and interest in and to all Your Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in this Section 3.
3. Consent to Use Your Data. You irrevocably grant permission to SiliconExpert to use Your Data to fulfill this Agreement.
4. Resultant Data Usage. SiliconExpert will use Resultant Data to gather and analyze information from Your use of the Tools, as long as SiliconExpert does so in an aggregated and anonymized manner. This Resultant Data, may be used by SiliconExpert to create and/or improve its Software, Tools, services, products, derivative works, and procedures. SiliconExpert may also use any suggestions, ideas or feedback You or any Users provide, and incorporate it into the Software or Tools, without compensation to You or any User.

4. Loyalty Package

Loyalty Package is a value-added professional service which is bundled with Your subscription. Except as otherwise specified in this License, You agree to the value-added Loyalty Package being included as referenced in Your Order. The Loyalty Package contains customized data which is solely generated for You and shall not be repackaged, resold or otherwise redistributed. If You wish to decline this promotion, please send an email to ordermanagement@siliconexpert.com to request this change.

5. Payment Terms

Invoices will be paid in accordance with the associated Order form.  All payments shall be made in U.S. Dollars (USD). Unless otherwise specified in the Order, upon extension of the then current Term pursuant to Section 7.2, fees may increase by five (5%) percent from the previous Term. Unless required by Your state or country, prices do not include any taxes, duty, tariffs, or other similar charges, payment of which will be Your sole responsibility. Any invoice dispute must be received by SiliconExpert within 15 days of Your receipt of the invoice.  SiliconExpert shall determine within 30 days of receipt of the dispute notice if the dispute is valid and if applicable, will send a revised corrected invoice of the disputed portion only.  Notwithstanding the foregoing, You shall be responsible for paying any portion of the invoice not in dispute within the agreed upon payment term set forth above.   Late paid invoices will be subject to a late payment fee of the greater of 1.5% per month or the highest amount allowed under applicable law.   No penalties will be assessed against You for non-payment of any disputed portion of the invoice that proves to valid. In no event will You be refunded any paid or payable amounts due pursuant to the Order. SiliconExpert may assign accounts receivable to a SiliconExpert affiliate or representative. SiliconExpert’s rights and remedies will be cumulative and not exclusive. You are responsible for all losses, costs, and expenses, including attorney’s fees, incurred by SiliconExpert in collecting any sums You owe.

6. SiliconExpert’s Terms of Use

SiliconExpert Terms of Use, can be found on the website Terms of Use | SiliconExpert.  The Terms of Use govern Your use of SiliconExpert’s website to the extent not inconsistent with this license.  SiliconExpert reserves the right to change the Terms of Use at any time and such change will be effective once posted on SiliconExpert’s website.

7. Term and Termination 

1. This License will become effective as of the Effective Date on the Order for a 12-month period or for the initial term as referenced in the Order.
2. Right to Terminate. Your license may be terminated at any time by either Party, effective immediately upon receipt of written notice, if the other Party: (a) becomes insolvent, (b) files a petition in bankruptcy, (c) makes an assignment for the benefit of its creditors, or (d) breaches any material provision of the License which is not remedied within ten (10) days from receipt of written notice of such breach. No refunds shall be issued to You if Your license is terminated prior to the expiration of the initial term.
3. Suspension or Termination of Services. SiliconExpert may, by use of an SE Disabling Device or any other lawful means, suspend, terminate, or otherwise deny Your or any User's access to or use of all or any part of the Services or SiliconExpert Materials, without liability, if: (a) SiliconExpert is required to do so by a court order, subpoena, or law enforcement request; or (b) SiliconExpert believes, in its good faith and reasonable discretion, that: (i) You or any User do not abide by or violate any terms of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) You or any User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iii) this Agreement expires or is terminated. This Section does not limit any of SiliconExpert's other rights or remedies, whether at law, in equity, or under this Agreement.

8. Acceptance of Terms

Except as stated in Section 5 and 7 above, the terms of this Agreement, including the Terms of Use - Terms of Use | SiliconExpert , and Privacy Policy - Privacy Policy | SiliconExpert are deemed an offer and a rejection of any other terms or conditions contained, in any of Your documents (which, if construed to be an offer, is hereby rejected). You, by (i) using the Tools, (ii) indicating your acceptance by clicking the “Accept” button at account activation or signing an Order, (iii) making any payments, or (iv) ordering the Tools, will be deemed to have assented to these terms and conditions, notwithstanding any terms contained in any prior or later communication from You and whether or not SiliconExpert will specifically or expressly object to any of Your terms.

9. No Warranty

Tools are licensed “AS IS”. THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, IN ADVERTISING MATERIALS, BROCHURES, OR OTHER DESCRIPTIVE LITERATURE) BY SILICONEXPERT OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AS TO THE CONDITION OR PERFORMANCE OF ANY TOOLS, THEIR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF THE DATA OR OTHERWISE.

10. Government Contracts

If Your order is placed under a contract with the United States Government, SiliconExpert agrees to comply only with those contract provisions and regulations with which, pursuant to law, it must comply and of which You have, at the time of order placement, placed SiliconExpert on written notice. In no event will United States Government Cost Accounting Standards apply.  All rights in technical data and software owned or licensed by SiliconExpert or the manufacturer are hereby reserved and deemed restricted or limited.

11. Equal Employment

To the extent not exempt, You shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). 

12. Business Partner Code of Conduct

The parties warrant and represent that they have implemented and abide by a code of conduct that is commercially reasonable in light of the standards in the community and the industry in which the parties each operate and that each party shall provide a copy of such code of conduct to the other party for review upon such party’s request.

See http://www.arrow.com/about_arrow/BusinessPartnerCodeofConduct.pdf

13. Compliance with Laws and Regulations

The Tools or their output may be subject to export or resale restriction or regulation, and You acknowledge that You will comply with such restrictions and regulations. Each of us certify that we comply with all applicable laws, including the labor laws and regulations (including fair labor standard laws) and anti-bribery regulations (including the FCPA and UK Bribery Act) in the jurisdictions where it operates.

14. Limitation of Liability

EXCEPT WITH RESPECT TO THE PARTIES’ OBLIGATIONS AND COVENANTS UNDER SECTION 2 AND 16, SILICONEXPERT WILL NOT HAVE ANY LIABILITY OR OBLIGATION TO YOU OR ANY OTHER PERSON FOR ANY CLAIM, LOSS, DAMAGE, OR EXPENSE CAUSED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY THE INADEQUACY OF ANY TOOL OR ITS OUTPUTS FOR ANY PURPOSE, BY ANY DEFICIENCY OR DEFECT IN ANY TOOL (WHETHER OR NOT COVERED BY ANY WARRANTY), BY THE USE OR PERFORMANCE OF ANY TOOL OR BY ANY FAILURE OR DELAY IN SILICONEXPERT'S PERFORMANCE HEREUNDER, OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, COST OR REPLACEMENT GOODS OR SERVICES (COVER), CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR LOSS OF BUSINESS OR PROFIT, WHETHER OR NOT YOU WILL HAVE INFORMED SILICONEXPERT OF THE POSSIBILITY OR LIKELIHOOD OF ANY SUCH DAMAGES.  IN NO EVENT WILL SILICONEXPERT’S LIABILITY, REGARDLESS OF BASIS (INCLUDING TORT, CONTRACT, INDEMNIFICATION OR OTHERWISE), EXCEED THE PRICE PAID IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE ABOVE LIMITATIONS OF LIABILITY SHALL NOT APPLY TO YOUR PAYMENT OBLIGATIONS ARISING UNDER THIS LICENSE AND/OR ANY ADDENDUMS AND/OR OTHER DOCUMENTS THERETO.

15. Non-Cancellation

No order or obligation may be cancelled, rescheduled, reconfigured, or assigned without SiliconExpert's prior written authorization and, in such event, You will be liable to SiliconExpert for any additional costs and expenses incurred by SiliconExpert. Prices are subject to change by SiliconExpert upon Your rescheduling or reconfiguration of orders.  In order to defray the cost of Your account administration, any credit balance or other sum owed to You which remains unclaimed by You for a period of twelve months will become the property of SiliconExpert

16. Confidentiality

Confidential Information means: (i) the Tools, SiliconExpert’s Parts Database, and prices, the terms in any Quote; and (ii) any non-public information, data or know-how that has been disclosed by a Party to these terms and conditions to the other Party in writing, orally or by access to the disclosing Party’s premises and identified by the disclosing Party as confidential or proprietary. With respect to Confidential Information, the receiving Party shall: (i) use it solely for the purposes specifically provided in these terms and conditions; and (ii) not disclose it to a third party, other than its employees on a need to know basis or consultants, affiliates, agents or subcontractors (Third Parties) under nondisclosure agreements at least as strict as these terms and conditions, provided that such Third Parties are not competitors of the disclosing Party (in which case, there shall be no disclosure for the longest period allowed by law), for a period of five (5) years from the date of disclosure or in perpetuity if the Confidential Information constitutes a trade secret under applicable law. The receiving Party is liable for any misuse of Confidential Information by Third Parties who obtain the Confidential Information from such receiving Party. The foregoing obligations do not apply to information that: (a) was rightfully in the possession of, or was known by, the receiving Party prior to its receipt from the disclosing Party, free of any obligation of confidence; (b) is or becomes generally known to the public without violation of these terms and conditions; (c) is obtained by the receiving Party from a third party, without an obligation to keep such information confidential; or (d) is independently developed by the receiving Party without use of the Confidential Information. In the event the receiving Party is required to disclose Confidential Information pursuant to a judicial or governmental order, or valid subpoena, such Party will promptly notify the other Party to allow intervention in response to such order

17. SiliconExpert’s Infringement Indemnification Obligation to You.

Subject to Section 14 above, SiliconExpert will defend and hold harmless You, Your officers, directors, and employees (the “Indemnified Parties”) for costs and damages finally awarded, including reasonable attorney’s fees and expenses, arising from a claim by a third party (who is not a party to this License) that the Tools furnished and used within the scope of this License infringes a copyright, patent right, trademark or other proprietary right, or misappropriation of a trade secret of a third party provided that: (i) You notify SiliconExpert promptly in writing of the claim; (ii) SiliconExpert has sole control of the defense and all related settlement negotiations, and (iii) You provide SiliconExpert with assistance, information and authority necessary to perform the above. SiliconExpert shall have no liability for any claim of infringement based on alterations or modifications of the Tools, unless authorized and under the direction of SiliconExpert, or the combination, operation, or use of any Tools or software furnished under this License with programs or data or hardware not furnished or authorized in writing by SiliconExpert, if such infringement would have been avoided by the use of the Tools without such programs or data or hardware (“Excluded Uses”). In the event the Tools are held to infringe or Your use of them is enjoined, SiliconExpert shall have at its option and expense the right to: (a) modify the Tools to be non-infringing while retaining all original features, functions and quality; (b) obtain for the Indemnified Parties a license to continue using the Tools; (c) substitute the Tools with non-infringing software which is equivalent in features, functions, and quality suitable to You; or (d) if none of the foregoing remedies are commercially feasible, terminate the license for the infringing Tools, refund a pro-rata portion of all amounts paid by You for the infringing Tools over a five (5) year period from the Effective Date of the applicable license purchased hereunder. The foregoing sets forth SiliconExpert’s entire liability for the subject matter hereof.

18. Your Infringement Indemnification to SiliconExpert

You will defend and hold harmless SiliconExpert, its officers, directors, and employees for all costs and damages finally awarded, including reasonable attorney’s fees and expenses, arising from a claim by a third party (who is not a party to this License) that arise out of the Excluded Uses or Your breach of this License provided that: (i) SiliconExpert notifies You promptly in writing of the claim; (ii) You have sole control of the defense and all related settlement negotiations provided that such settlement shall not limit interfere with or otherwise adversely affect SiliconExpert’s rights or Your obligations under this License or impose any liability on SiliconExpert or adversely affect SiliconExpert’s business, and (iii) SiliconExpert provides You with assistance, information and authority necessary to perform the above.

19. Security Breach

Your Obligations. You are responsible for, and will maintain, the security, completeness and accuracy of Your registration information, account, passwords, and billing information. You agree that You will use use the Base License only with public domain or properly licensed third party materials. If You become aware of any violation or use by a party that is not authorized to access the Base License, You will immediately terminate the offending party’s access to the Base License and notify SiliconExpert. You are responsible to SiliconExpert for its Users’ activity and any breach of the License.

20. Data Protection Laws

SiliconExpert complies with applicable data privacy legislation in the handling, processing, transfer, protection, or privacy of data. Applicable Data Protection Laws may include, without limitation: (a) the EU General Data Protection Regulation 2016/679 (GDPR) or the law of any such member country implementing the GDPR; (b) the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act of 2020, Cal. Civ. Code §§ 1798.100 et seq. (CPRA); (c) the Colorado Privacy Act, Colo. Rev. Stat. §§ 6-1-1301 et seq. (“CPA”); (d) the Connecticut Data Privacy Act, Public Act No. 22-15 (“CTDPA”); (e) the Utah Consumer Privacy Act, Utah Code Ann. §§ 13-61-101 et seq. (“UCPA”); (f) the Virginia Consumer Data Protection Act, Va. Code Ann. §§59.1-575 et seq. (“VCDPA”) (subsections (b)-(f) each and collectively, “U.S. Consumer Privacy Law(s)”); and the Canadian Personal Information Protection and Electronic Documents Act (PIPEDA).

21. Technical and Organizational Measures.

SiliconExpert has established and maintains a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that is designed to: (a) ensure the security and confidentiality of PII; (b) protect against any anticipated threats or hazards to the security or integrity of PII; (c) protect against unauthorized disclosure, access to, or use of PII; (d) ensure the proper disposal of PII; (e) ensure that all employees, agents of Company, if any, comply with all of the foregoing; and (f) ensure that processing of PII is compliant with the Data Protection Laws. In no case shall the safeguards of SiliconExpert’s data privacy and information security program be less stringent than as is commercially reasonable for the Services.

22. Breach Notification

SiliconExpert shall notify You without undue delay and no later than within seventy-two (72) hours after discovery, or sooner if required by applicable law, of any security incident experienced by SiliconExpert. SiliconExpert shall cooperate with You in its investigation of a security incident and provide You a detailed description of the Security Incident, the type of data that was the subject of the security incident, the identity of each affected person, and any other information You reasonably requests, as soon as such information can be collected or otherwise becomes available, provided that such information is not proprietary in nature. Unless prohibited by law, SiliconExpert shall provide You reasonable notice of, and the opportunity to comment on and approve, the content of any notice related to a security incident prior to publication or communication to any third party, except You shall not have the right to reject content in a security notice that must be included to comply with applicable law.

23. Force majeure

Neither party will be liable for any failure in performance due to causes beyond that party's reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Services). This Section will not, however, apply to your payment obligations under this agreement.

24. Assignment

You are not allowed to assign, delegate or transfer this License without SiliconExperts express written consent.

25. Governing Law

For any dispute or claim, You agree that the dispute will be governed by the laws of the State of California, USA without regard to its conflict of law provisions. The application of the UN Convention on Contracts for the International Sale of Goods dated January 1, 1988 (UNCISG) BGBl 96/1988 and all its relevant and valid amendments shall expressly be excluded.

26. Survival

In the event of the expiration or termination of this Agreement, provisions which by their nature contain continuing obligations shall survive and continue in full effect.

27. No Third-Party Beneficiaries

There are no third-party beneficiaries to this agreement.

28. Severability

If any part of this agreement is held unenforceable, the rest remains in full force and effect.

29. Relationship of the Parties

This Agreement does not create an agency, partnership, or joint venture.

30. Entire Agreement

This Agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications. In the case of a conflict between any documents in this Agreement that is not expressly resolved in those documents, their terms will control in the following order of descending priority: (1) this Online Subscription Agreement, (2) the Quote, (3) the Terms of Use, and (4) the Privacy Policy.

31. Interpretation

The plain usage of the English language will govern any interpretation of or dispute regarding the terms of the Agreement, unless otherwise defined in this Agreement. Section captions are for convenience of reference and do not alter or limit the terms of the Agreement.

32. Waiver

SiliconExpert’s failure to object to any document, communication or act of Yours will not be deemed a waiver of any of these terms and conditions. 

33. Amendment

Any addition or change to these terms and conditions must be specifically agreed to in writing by a duly authorized officer of SiliconExpert before becoming binding on SiliconExpert.

34. Notices

Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier confirmation of delivery.  Notices to SiliconExpert must be sent to the following address:

Legal Notices:

SiliconExpert Technologies, Inc.

C/O Legal Department

9151 E. Panorama Circle

Centennial, CO 80112

Email: ContractsNA@arrow.com

All other Notices including cancellation, customer service or technical issues

SiliconExpert Technologies, Inc.

Attn: Sales

9151 E. Panorama Circle

Centennial, CO 80112

Email: Sales@siliconexpert.com