The Designer’s Community Terms of Use Agreement (the "Agreement") between You (either an individual or the authorized representative of a company or other entity) and Avnet EMG GmbH, division Silica ("Avnet") regarding the Designer’s Community Web Portal (the “Service”) and related content of Avnet and its licensors (the “Avnet Content”), available through this site (the “Site”).  The Service and the Avnet Content are collectively referred to as “Designer’s Community” for purposes of this Agreement.  If You are agreeing on behalf of a company or other entity to be bound by the terms and conditions of this Agreement, You are representing and warranting that You have the authority to act on behalf of, and otherwise bind, the company or other entity.  In all such cases, each reference to "You" or "Your" in this Agreement shall refer to You or to the company or other entity You represent, as applicable.

TERMS AND CONDITIONS FOR USE

License. Conditioned upon Your acceptance of all of the terms and conditions in the Agreement, and otherwise provided to You, You are granted a limited, nonexclusive, nontransferable, non-assignable license to use Designer’s Community via the Site for Your internal business purposes only.  You may not provide the Service or Avnet Content to any third party or otherwise make use of the Designer’s Community outside the limited scope of this license.

Password and Security. A user account is required to access certain portions of the Designer’s Community and may be accessed and used only by those authorized individuals who are registered with Avnet.  To open a user account, You must complete the registration process by providing Avnet with current, complete, and accurate information as prompted by the applicable registration form/fields.  In registering for Designer’s Community, You agree to submit accurate, current, and complete information about You and Your organization and promptly update such information, if applicable, or when requested by Avnet.  Should Avnet suspect that such information is untrue, inaccurate, not current, or incomplete, Avnet reserves the right, but does not undertake any obligation, to suspend or terminate Your access to Designer’s Community or seek updated information from You.

You are solely responsible for any and all activities that occur under Your account and for ensuring that You exit or log-off from Your account at the end of each session of use.  If You are conducting this session on a public computer or are otherwise using a computer to which multiple people have potential access, be sure to follow all relevant instructions to ensure You are sufficiently disconnected and logged off Designer’s Community and the computer system to prevent unauthorized access to your account with Avnet.  You agree to notify Avnet immediately of any unauthorized use of Your password or account or any other breach of security that is known or suspected by you.

Proprietary Rights: Designer’s Community is proprietary and is protected via various domestic and international laws, including, without limitation, United States Trademark and Copyright Law and International Treaty provisions:

a) All material on Designer’s Community, including, without limitation, all informational text, design and "look and feel," layout, photographs, graphics, audio, video, messages, interactive and instant messaging design and functions, files, documents, images or other materials (collectively, the "Materials"), whether publicly posted or privately transmitted, as well as all derivative works, are owned by Avnet or other parties that have licensed their material to Avnet, and are protected by copyright, trademark, trade dress and other foreign and domestic intellectual property laws.  Avnet disclaims any proprietary interest in copyrights, trademarks, trade dress, service marks, logos, slogans, domain names and trade names other than its own.  Trademarks, logos, images, graphics, audio, and service marks displayed on Designer’s Community are the property of either Avnet or other third parties; You agree not to display or use such property without Avnet’s prior written permission.
b) Except for Your posted Materials, all other Materials on Designer’s Community may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means, without the prior written consent of Avnet.  Except for your posted Materials, any modification of the Materials, use of the Materials on any networked computer environment, or use of the Materials for any purpose without the prior consent of Avnet, may be a violation of the copyright, trademark, and other proprietary rights in the Materials and is expressly prohibited.

Submissions: Subject to the terms and conditions of this Agreement, You grant Avnet a non-exclusive, unlimited, non transferable, royalty-free right and license to use, display, copy, distribute, and create derivative works of Your posted Materials for the purposes of developing, operating, hosting and maintaining the Website provided by You through Designer’s Community (“Submissions”).  If such Submissions are received, You acknowledge that (a) they will not be considered confidential or proprietary, (b) Avnet and its affiliates are under no obligation to keep such information confidential; and (c) Avnet may use or not use such Submissions as it deems appropriate in its sole discretion.

Restrictions: You agree not to:

                 
a) upload, transmit, post, e-mail or otherwise make available to the Site, or the Service, any content or other material in any format that: (i) is false, inaccurate, misleading, fraudulent, unlawful (including, but not limited to, laws governing consumer protection, unfair competition, antidiscrimination, or false advertising), harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another's privacy, libelous or otherwise objectionable; (ii) infringes any third party's intellectual property, whether a copyright, patent, trademark, trade secret, or other proprietary right or rights of publicity or privacy; or (iii) contains viruses, worms, Trojan horses, time bombs, cancelbots, easter eggs, corrupted files, or any other similar software or programs designed to interrupt, interfere, intercept, expropriate, destroy or limit the functionality of any data, personal information, computer software or hardware or telecommunications equipment
b) alter, remove, or falsify any attributions or other proprietary designations of origin or source of any other content appearing on Designer’s Community;

c) impersonate any person or entity, including, but not limited to, any Avnet official, or falsely state or otherwise misrepresent your affiliation with a person or entity;

d) attempt, through any means, to gain unauthorized access to Designer’s Community, or another user's account on Designer’s Community;

e) use any robot, scraper, spider, other automatic device, or manual process to monitor or copy any information or content contained in or through Designer’s Community without Avnet’s prior express written permission.  Systematic retrieval of data or other content from the Site or Designer’s Community to create or compile, directly or indirectly, a collection, compilation, database or directory without Avnet’s prior written permission is prohibited;

f) take any action that imposes an unreasonable or disproportionately large load on the Site’s or Designer’s Community’s infrastructure; or

g) create liability for Avnet or cause Avnet to lose (in whole or in part) the services of its information technology partners or other suppliers.

No Warranties: DESIGNER`S COMMUNITY AND ALL RELATED CONTENT AND SERVICES ARE PROVIDED “AS-IS”.  AVNET MAKES NO REPRESENTATIONS OR WARRANTIES THAT DESIGNER`S COMMUNITY OR ANY CONTENT PROVIDED ON OR THROUGH DESIGNER`S COMMUNITY WILL MEET YOUR REQUIREMENTS, BE ACCURATE, COMPLETE, OR TIMELY, OR THAT DESIGNER`S COMMUNITY OR THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF DESIGNER`S COMMUNITY OR ANY CONTENT CONTAINED ON OR THROUGH DESIGNER`S COMMUNITY IS AT YOUR OWN DISCRETION AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.

AVNET SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED OR REFERENCED AT DESIGNER`S COMMUNITY OR THE SITE, OR ANY USE OF SAME BY YOU.

AVNET AND ITS LICENSORS MAKE NO REPRESENTATION THAT, OR WARRANTIES THAT, DESIGNER`S COMMUNITY OR ANY CONTENT ON OR THROUGH DESIGNER`S COMMUNITY IS APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS.  IF YOU USE DESIGNER`S COMMUNITY FROM OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING, WITHOUT LIMITATION, EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES. 

NEITHER AVNET, NOR ITS LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DISTRIBUTORS, MARKETING PARTNERS, AFFILIATES OR SUBSIDIARIES MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO YOU, YOUR COMPANY, OR ANY OTHER PARTY WITH RESPECT TO DESIGNER`S COMMUNITY OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, OR STATUTORY.  WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE IS EXPRESSLY EXCLUDED AND DISCLAIMED.

LIMITATION OF LIABILITY.  TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL AVNET OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE DESIGNER`S COMMUNITY, EVEN IF AVNET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  Some jurisdictions do not allow the exclusion of incidental or consequential damages, so some of the terms above may not be applicable to You.

Indemnification: You hereby acknowledge and agree to indemnify and hold harmless Avnet, its licensors, and their respective affiliates, subsidiaries, assigns, officers, directors and employees from all costs and expenses (including reasonable attorneys’ fees) in the event of any third-party claim relating to Your: (a) breach of any term or condition of this Agreement; or (b) Your use or misuse of Designer’s Community.

Failure to Abide by Agreement: Avnet may, in its sole discretion, remove Your information or Submissions or Materials from its database, warn Avnet’s community of Your actions, issue a warning, suspend or terminate Your access to and any current activities relating to Designer’s Community immediately, without notice to You, and refuse to provide Designer’s Community to You if You breach the Use Agreement, or if Avnet is unable to verify or authenticate any information that You provide, or if Avnet believes Your actions may cause financial loss or legal liability for You, Avnet’s other customers, affiliates or partners, or Avnet.  Avnet reserves the right, in its sole discretion, to refuse access to any user at any time to Designer’s Community, or any Designer’s Community portion.  You agree that Avnet will not be liable to You or any third party for any termination of Your access to Designer’s Community.

General.  As used herein, terms appearing in the singular shall include the plural and terms appearing in the plural shall include the singular.  Where there is a conflict between this Use Agreement and any written contract between You and Avnet, the terms of this Agreement as it pertains to your Submissions, Materials, or Use of the Designer’s Community Site will apply.  No rights, duties, agreements or obligations hereunder may be assigned or transferred by You, by operation of law, merger or otherwise, without the prior written consent of Avnet.  The obligations, rights, terms and conditions in the Agreement will be binding on the parties and their respective, permitted successors and assigns.  The waiver, breach, or default of any provision in the Agreement will not be deemed a waiver, breach, or default of any other provision of the Agreement.  Any provision which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions in the Agreement in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.  THIS AGREEMENT IS GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF GERMANY EXCLUDING ANY LAW OR PRINCIPLE WHICH WOULD APPLY THE LAW OF ANY OTHER JURISDICTION

Modifications: Avnet reserves the right to modify these terms and conditions at any time without prior notice.  Notice of modifications may be given by posting notice of such changes on Designer’s Community, by electronic mail, by facsimile or by conventional mail.  You agree that Your continued use of Designer’s Community constitutes acceptance of all of the terms and conditions, as modified.

Customer Service: Any questions or comments regarding Designer’s Community or the terms and conditions of this Agreement may be submitted to communitysilica.com.

Printing: You are encouraged to print a copy of the terms and conditions of this Agreement for Your records. Click here to print this Agreement.