TERMS AND CONDITIONS

Xmethod Network Terms of Use and Conditions of Order

DATE OF LAST MODIFICATION

November 04, 2018

Xmethod Network, together with its subsidiaries and affiliates, (collectively, "Xmethod Network"), operates www.xmethod-network.com and a portfolio of other websites, including without limitation the Xmethod Network website and project sites provided by Xmethod Network and webstores that may be branded using the names of other entities and embedded in the websites of those other entities (collectively the "Site"). That provides online access to information about products, including without limitation, available from Xmethod Network (the "Product(s)"); facilitates project sharing and management; provides access to applications engineering services about Products; and facilitates transactions for the purchase of Products by itself and in conjunction with third party applications using proprietary Xmethod Network web services ("Web Services Applications"), and in conjunction with third parties and their websites through Xmethod Network provided webstores (collectively the "Services").

By accessing, visiting, browsing, using or interacting or attempting to interact with any part of the Site or any Software, program or Services on the Site you agree on your behalf personally, and on behalf of any entity for which you are an agent or you appear to represent, (collectively and individually "you," "your," or "user") to each of the terms and conditions set forth herein (collectively the "Terms of Use"). For a disclosure regarding information collected and shared by Xmethod Network from your access and use of the Site, visit Xmethod Network's Privacy Statement. By ordering Products through the Site or by mail, e-mail, phone, fax, or any other method, you agree on your behalf personally and on behalf of any entity for which you are an agent or you appear to represent to the Terms of Use and the Conditions of Order.

I. Website Terms of Use

1. Access to the Site. Registration is not required to place an order or to use the Site. Xmethod Network offers expanded Services via the Web through a name/password protected system, including without limitation, the Web Services Applications and the Services available through Project Sites.

Your username and password are referred to as your "Identification." Your Identification must be accurate, current, and complete, and you may not provide false information to Xmethod Network or impersonate another individual or entity. You are solely responsible for keeping your Identification confidential. You agree that you and your authorized representatives will be the only users of your Identification, and that you will be solely responsible for all activities on the Site using your Identification. We strongly recommend that you log out of the Site and close your browser window when your session is completed to help prevent unauthorized persons from accessing your Identification. Xmethod Network will be entitled to monitor your Identification and, at its discretion, require you to change it. Please contact Xmethod Network immediately at admin@xmethod-network.com if you believe that your Identification has been lost or stolen, or that someone may attempt to use your Identification without your consent. Please keep in mind that no Internet site is 100% secure. Thus, while Xmethod Network strives to protect the personal information and privacy of its users, your use of the Site to transmit or store personally identifiable information or other confidential or sensitive information is at your own risk.

2. Intellectual Property. The Services, the Site, and all information, Web Services Applications, Software, data, the Xmethod Network product database, printed and electronic documentation, content that you see, hear or otherwise experience on the Site, and all compilations thereof (the "Content") are protected by U.S. and international copyright, trademark and other laws, and belong to Digi-Key or its partners, affiliates, licensors, suppliers, contributors, or third parties.

Subject to these Terms of Use, and with the exception of Software and Web Services Applications, Xmethod Network grants you a personal, revocable, non-exclusive, non-transferable license to use the Site, the Services and the Content and to download, print and store portions of the Content. No right, title or interest in any accessed or downloaded Content or materials is transferred to you as a result of this license. Xmethod Network reserves all of its intellectual property rights in any Content you access or download from the Site, subject to this limited license as set forth herein.

Software that is made available to download from the Site, excluding software that may be made available by end-users through a Communication Service ("Software"), and the Web Services Applications are the copyrighted work of Xmethod Network and/or its suppliers or third parties, and may be further protected by patent, trademark, trade secret or other proprietary rights. Your use of the Software and Web Services Applications is governed by the terms of their respective end user license agreements, if any, which accompanies or is included with the Software and Web Services Applications ("License Agreement"). You may not install, access or use any Software, or access or use Web Services Applications that are accompanied by or includes a License Agreement unless you first agree to the License Agreement terms. For any Software or Web Services Applications that are not accompanied by a License Agreement, Xmethod Network hereby grants, to the extent Xmethod Network is authorized and legally able, to you, the user, a revocable, personal, non-transferable license to use the Software or the Web Services Application for viewing and otherwise using the Site in accordance with these Terms of Use, and for no other purpose. Any third party notices accompanying any Software or Web Services Applications are provided for informational purposes only.

No other rights or licenses whether express or implied, including, without limitation, any implied patent licenses, are granted by Xmethod Network. Any unauthorized reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators may be prosecuted to the maximum extent permitted by law. All licenses granted herein are subject to the following restrictions: (1) you may only use these copies of the Content for your own internal business purposes or your personal, non-commercial use; (2) you may not copy or post the Content on any network computer or transmit, distribute, publish, display, or broadcast the Content in any media; and (3) you may not modify, translate, decompile, disassemble, reverse engineer, or alter the Site or the Content in any way, or delete or change any copyright, trademark, or other proprietary notice. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE OR WEB SERVICES APPLICATIONS TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. You acknowledge that the Software, Web Services Applications and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the United States of America. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to Taiwan export restrictions.

You may not use any of the marks or logos appearing throughout the Site without express written consent from the trademark owner, except as permitted by applicable law.

Xmethod Network may prohibit or limit your use of the Site including without limitation the Services at any time at its discretion.

You may not use any robot, scraper, spider, or other automated means to access or gather the Content from the Site, or mirror, co-brand, or frame the home page or any other pages of the Site on any other website or web page. For purposes of these Terms of Use, "co-branding" means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute the Site or its Content. Competitors and third party aggregators may not connect "deep links" to the Site, i.e., create links to this site that bypass the home page or other parts of the Site without the written permission of Xmethod Network. This prohibition is not intended to restrict the non-commercial activities of individuals.

3. Disclaimer of Warranties. Xmethod Network MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SITE, THE SERVICES OR THE CONTENT, AND Xmethod Network AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH REGARD TO THE SITE, THE SERVICES, AND THE CONTENT. THE SOFTWARE AND WEB SERVICES APPLICATIONS ARE WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THEIR RESPECTIVE LICENSE AGREEMENTS, IF ANY, AND ARE OTHERWISE SUBJECT TO THESE TERMS OF USE WARRANTY DISCLAIMER. DIGI-KEY AND ITS SUPPLIERS DO NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SITE OR THE SERVICES WILL BE CORRECTED. DIGI-KEY AND ITS SUPPLIERS DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT, OR THAT ANY ERRORS IN THE CONTENT WILL BE CORRECTED. THE SITE, THE SERVICES AND THE CONTENT ARE PROVIDED "AS-IS" AND ON AN "AS-AVAILABLE" BASIS. DIGI-KEY AND ITS SUPPLIERS ARE NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE. DIGI-KEY AND ITS SUPPLIERS ARE NOT RESPONSIBLE FOR ANY CONTENT SENT USING AND/OR INCLUDED IN THE SITE BY ANY THIRD PARTY. ADVICE RECEIVED VIA THE SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN TYPES OF WARRANTIES INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES. AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

4. Additional Disclaimers. Without limiting the disclaimers set forth in Section 3 above:

a. Applications Engineering. Xmethod Network offers its applications engineering solely as a convenience to Xmethod Network customers. Xmethod Network applications engineering personnel strive to provide useful information regarding the Products. Xmethod Network does not guarantee that any information or recommendation provided is accurate, complete, or correct, and Xmethod Network shall have no responsibility or liability whatsoever in connection with any information or recommendation provided, or your reliance on such information or recommendation. You are solely responsible for analyzing and determining the appropriateness of any information or recommendation provided by Xmethod Network applications engineering personnel, and any reliance on such information or recommendation is at your sole risk and discretion. You acknowledge and agree that Xmethod Network may discuss the same or similar topics discussed with you with other Xmethod Network customers and provide the same or similar information or recommendations to other Xmethod Network customers. Without limiting the generality of the foregoing, any recommended substitutes or cross-references with respect to parts are simply recommendations, and Xmethod Network does not guarantee that such information or recommendations are accurate, complete or correct.

b. Correction of Errors and Inaccuracies. The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. Xmethod Network therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. Xmethod Network does not, however, guarantee that any errors, inaccuracies or omissions will be corrected and is not obligated to make such corrections.

c. Third Party Links and Promotions. Hypertext links to third party websites or information do not constitute or imply an endorsement, sponsorship, or recommendation by Xmethod Network of the third party, the third-party website, or the information contained therein, unless expressly stated on the Site. You acknowledge and agree that Xmethod Network is not responsible for the availability of any such websites and that Xmethod Network does not endorse or warrant, and is not responsible or liable for, any such website or the content thereon. You are solely responsible for making your own decisions regarding your interactions or communications with any other website.

Any dealings with third parties (including advertisers) included within or available via a link from the Site or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or other third party. Xmethod Network is not responsible or liable for any part of any such dealings or promotions.

d. Geographic Limitations on Taiwan. Like most Internet websites, this Site is accessible worldwide. However, not all Products or Services offered by Xmethod Network are available to all persons or in all geographic locations. Xmethod Network reserves the right to limit the provision of its Products and Services to any person, geographic area, or jurisdiction and to limit the quantities of any Products or Services that it provides. You agree to comply with all applicable laws and local rules regarding the transmission of technical data, acceptable content, and online conduct.

e. Color Display. Xmethod Network attempts to display as accurately as possible the colors of the Products shown on the Site. However, because the colors you see will depend on many factors, including your monitor or printer, Xmethod Network cannot guarantee that the color you see matches the Product color.

5. Limitation of Liability. IN NO EVENT SHALL Xmethod Network OR ITS SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO: (II) THE SITE, THE SERVICES, OR THE CONTENT, OR YOUR USE OF OR INABILITY TO USE THE SITE, THE SERVICES, OR THE CONTENT, (II) ANY TRANSACTION OR COMMUNICATIONS CONDUCTED THROUGH OR FACILITATED BY THE SITE; (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE, THE SERVICES OR THE CONTENT, (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR THE SERVICES, OR (VI) ANY OTHER MATTER RELATING TO THE SITE, THE SERVICES, OR THE CONTENT; EVEN IF DIGI-KEY OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN NO EVENT SHALL THE LIABILITY OF DIGI-KEY AND ITS SUPPLIERS RELATING IN ANY WAY TO THE SITE, THE SERVICES, OR THE CONTENT EXCEED $100 OR THE MINIMUM AMOUNT ALLOWABLE UNDER APPLICABLE LAW, WHICHEVER IS GREATER, REGARDLESS OF THE LEGAL THEORY ASSERTED FOR SUCH LIABILITY, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE.

IF YOU ARE DISSATISFIED WITH THE SITE, THE SERVICES, THE CONTENT, OR WITH THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE, THE SERVICES, AND/OR THE CONTENT.

Any cause of action against Xmethod Network or its suppliers with respect to the Site, the Services, or the Content must be instituted within three months from the date on which the claim arose.

6. Indemnification. You understand and agree that you are personally responsible for your reliance upon any information or recommendation provided on this Site, its Content, by Xmethod Network applications engineering personnel, your behavior on the Site, and your Submissions. You agree to indemnify, defend and hold harmless Xmethod Network and Xmethod Network joint venturers, business partners, licensors, employees, agents, officers, directors, owners, and any third-party information, Software, Content, and Web Services Application providers to the Site and Services from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, special, consequential, punitive, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse, or inability to use the Site, the Services, or the Content, your reliance upon any information or recommendation provided by Xmethod Network applications engineering personnel, your submissions, or any violation by you of these Terms of Use.

7. Additional Prohibited User Conduct. You are prohibited from compromising the security or tampering with system resources and/or accounts related to the Site. The use or distribution of tools designed for compromising security (e.g., password guessing manually or through programs, cracking tools, or network probing tools) is strictly prohibited. Xmethod Network may monitor your use of the Site including without limitation the Services, to ensure your compliance with these Terms of Use. If you become involved, or are suspected to have become involved, in any violation of these Terms of Use, Xmethod Network reserves the right to investigate your activities for its own purposes and release the details of your violations to others in Xmethod Network sole discretion, including without limitation to governmental authorities, private investigators, or other users of the Site in order to assist them in resolving security incidents.

You agree not to use the Site or any Services in any manner that violates any laws or infringes or misappropriates the intellectual property of, or interferes with the rights of, third parties. You may not take any action that imposes, or may impose in Xmethod Network sole discretion, an unreasonable or disproportionately large load on the Site's infrastructure or interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site, or bypass any robot exclusion headers or other measures Xmethod Network may use to prevent or restrict access to the Site.

Xmethod Network reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Xmethod Network to disclose the identity of anyone violating the security of the Site or these Terms of Use.

8. Use of Communication and Project Management Services. The Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, a project management platform, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others including without limitation engaging in activity that incites discrimination, hate or violence towards one person or a group because of their belonging to a race, ethnicity, gender, sexual orientation, physical ability, age, religion or nationality or that insults the victims of crimes against humanity by contesting the existence of those crimes.
Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, material, or information.
Upload, display, or otherwise make available files that contain images, photos, software, object code, source code, markup language, libraries, schematics, designs, PCB design files, PCB fabrication files, or other material that infringes any copyright, trademark, patent, trade secret, privacy right, publicity right, confidentiality obligation or other proprietary right of any party.
Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
Use any material or information, including images, software, object codes, source code, markup language, libraries, schematics, designs, PCB design files, PCB fabrication files, or photographs, which is made available through the Site in any manner that infringes any copyright, trademark, patent, trade secret, privacy right, publicity right, confidentiality obligation or other proprietary right of any party.
Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
Conduct or forward surveys, contests, pyramid schemes or chain letters.
Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
Restrict or inhibit any other user from using and enjoying the Communication Services.
Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
Violate any applicable laws or regulations.
Create a false identity for the purpose of misleading others.

Xmethod Network has no obligation to monitor the Communication Services. However, Xmethod Network reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Xmethod Network reserves the right to terminate your access to the Site, Services, Content, and any or all of the Communication Services at any time without notice for any reason whatsoever. Xmethod Network reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Xmethod Network sole discretion. Always use caution when giving out any personally identifying information about yourself in any Communication Service. Without limiting Sections 3 or 5 of these Terms of Use, Xmethod Network does not control or endorse the content, messages, submissions, or information found in any Communication Service and Xmethod Network specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service, including, without limitation, your use of any Submissions and collaborations with other users of Communication Services.

9. User Supplied Information. Xmethod Network does not claim ownership of the materials, including without limitation, text, images, photos, software, object code, source code, markup language, libraries, schematics, designs, PCB design files, PCB fabrication files, or other material you or other users of Communication Services provide to Xmethod Network (including feedback and suggestions) or post, upload, input, or submit to the Site or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Xmethod Network, its affiliated companies and sublicensees (including without limitation any supplier of and service provider used in connection with the Xmethod Network, Tech-Xchange, Project Sites, or eewiki.net websites) a royalty-free, irrevocable, perpetual, worldwide license to your Submission including, without limitation, the rights to use, copy, distribute, transmit, publicize, publicly perform, reproduce, translate, reformat or otherwise edit or modify, display and create derivative works from this material, in any and all media whether known now or later developed, in any manner, in whole or in part, without any restriction or responsibilities to you, and to publish your name, likeness, pseudonym, or other identifier in connection with your Submission. Notwithstanding the foregoing, Xmethod Network will not use your projects submitted to Project Sites website to commercialize a product without your permission.

Submissions may be subject to posted limitations on use, reproduction, display, adaptation, and/or dissemination, and you are responsible for adhering to any such limitations. You also are solely responsible for posting any limitations on the use of or license terms pertaining to your Submissions, which may not in any event contradict or limit these Terms of Use.

No compensation will be paid with respect to the use of your Submission, as provided herein. Xmethod Network is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Digi-Key's sole discretion. By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights in and to your Submission including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions and grant the license you provide in these Terms of Use, and that the Submission, and the use thereof in accordance with these Terms of Use, does not and will not violate any law or the rights, including without limitation the intellectual property rights, of any person or entity.

10. Confidentiality. You shall not disclose Xmethod Network Confidential Information for so long as the information retains its confidential nature. As used in this Agreement, "Xmethod Network Confidential Information" means all nonpublic information disclosed by Xmethod Network through the Web Services Applications, the Site, or Software that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. You shall not use, or allow the use of, Xmethod Network Confidential Information except as expressly permitted hereunder. Xmethod Network Confidential Information includes, without limitation, nonpublic information relating to Xmethod Network or Xmethod Network's business partners' sales, margin percentage, margin numbers, technology, customers, business plans, promotional and marketing activities, finances and other business affairs (including, but not limited to, any information about or involving one of Xmethod Network's so-called beta tests or a beta test product that you obtain as a result of your participation in such beta test) and third-party information that Xmethod Network is obligated to keep confidential. Notwithstanding any other provision in this Section, you shall not have any confidentiality obligation to Xmethod Network under this Section above with respect to any information that is or becomes publicly available without breach of these Terms of Use, can be shown by documentation to have been known by you at the time of its receipt from Xmethod Network, is received from a third party who did not acquire or disclose the same by a wrongful or tortious act, or can be shown by documentation to have been independently developed by you.

11. General Provisions. Additional terms and conditions that may be presented to you on the Site as a part of additional Services or in relation to additional Content and those additional terms and conditions shall apply as to the specific Services or Content to which they state they apply except when in conflict with these Terms of Use, then these Terms of Use shall supersede and control. These Terms of Use constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by Xmethod Network of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Terms of Use are determined by a court of competent jurisdiction or arbitrator with jurisdiction over a Dispute to be invalid or unenforceable, it will not impact any other provision of these Terms of Use, all of which will remain in full force and effect, and such court or arbitrator shall have the authority, if possible, to revise any invalid or unenforceable provision to most accurately reflect the intent of the parties as shown by the original wording of that provision while rendering it valid and enforceable. 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 Xmethod Network. These Terms of Use and the subject matter that they cover, including without limitation the Site, Services, and Content, do not create any joint venture, partnership, employment, or agency relationship between you and Xmethod Network or its suppliers. The obligations, rights, terms and conditions hereof will be binding upon and inure solely to the benefit of the parties hereto and their permitted respective successors and assigns.

12. Changes to the Terms of Use. Xmethod Network reserves the right to change the terms of these Terms of Use without notice. Such changes may include, but are not limited to, the charges, if any, associated with the access and use of the Site or any portion of, including without limitation to the www.xmethod-network.com website, Project Sites, or eewiki.net website. You are responsible for reviewing these Terms of Use prior to accessing, visiting, browsing, using, or interacting or attempting to interact with any part of the Site or any software, program or Services on the Site, and your continued use of the Site, its Services, or its Content after any modification to these Terms of Use acknowledges your agreement to the then current Terms of Use. In the event that a change or update is made to these Terms of Use, the "Date of Last Modification" will be updated accordingly. As part of the registration process to become a registered user of certain functionality on the Site, as a default, you elect to receive e-mails that Xmethod Network may in its discretion send notifying you of changes to these Terms of Use and/or other Xmethod Network policies. You may elect not to receive these e-mails by opting out of this default. Notwithstanding any provision of these Terms of Use to the contrary, Xmethod Network may make changes to these Terms of Use in its sole discretion and such changes shall be binding on you and Xmethod Network.

Governing Version
The Chinese version of these Terms and Conditions shall prevail wherever there is a discrepancy between the Chineseh version and any other language version.

QUESTIONS OR ADDITIONAL INFORMATION. If you have questions regarding this Terms of Use or wish to obtain additional information, please send an e-mail to admin@xmethod-network.com

II. Conditions of Order

All orders placed with Xmethod Network, including those for Chip Outpost Products and through any webstore that may be branded using the names of other entities and embedded in the websites of those other entities, are subject to the terms of these Conditions of Order. Any purported change submitted by a purchaser in any additional documentation is hereby expressly rejected. Orders placed on forms deviating from these terms and conditions may be accepted, but solely on the basis that the terms of these Conditions of Order will prevail and such terms will be the sole terms governing the order.

1. Order Validation and Acceptance. When you place an order, we may verify your method of payment, shipping address and/or tax exempt identification number, if any, before processing your order. You agree that your order is an offer to buy, under these Conditions of Order, the Products listed in your order. Xmethod Network, at its discretion, may choose to accept your order by processing your payment and shipping the Product, or may, for any reason, decline to accept your order or any part of your order in Xmethod Network's sole discretion. If we decline to accept your order, we will attempt to notify you using the email address or other contact information you have provided with your order. Delivery and/or shipment dates provided in connection with any order are estimates only and do not represent fixed or guaranteed delivery dates.

2. Quantity Limitations. Xmethod Network may limit or cancel quantities available for purchase on any order on any basis, and to alter the availability or duration of any special offers at any time. Xmethod Network may reject any order, or any part of an order.

3. Electronic Communication. When you place an order via the Site, you are required to provide a valid email address, which we may use to communicate with you regarding the status of your order, advise you regarding shipment of backordered products, and to provide you with any other notices, disclosures or other communications relating to your order. You agree that Xmethod Network will not be responsible for any damage you incur, or information you do not receive, as a result of your failure to provide and maintain a valid email address or as a result of any failure of your email system, spam filters, or other impediments to your receipt of our communications.

Xmethod Network makes every effort to provide current and accurate information relating to the Products and prices, but does not guarantee the currency or accuracy of any such information. Further, Xmethod Network relies on the original manufacturer or reseller authorized by the manufacturer to provide any product warnings related to use of the products and/or chemicals that may be in the products, including, but not limited to safe harbor warnings under California's Safe Drinking Water and Toxic Enforcement Act (commonly known as Proposition 65). Information relating to Products is subject to change without notice. Prices are subject to change at any time prior to Xmethod Network's completion of your order. In the event Xmethod Network discovers a material error in the description or availability of a Product that affects your outstanding order with Xmethod Network, or an error in pricing, we will notify you of the corrected version, and you may choose to accept the corrected version, or cancel the order. If you choose to cancel the order, and your credit card has already been charged for a purchase, Xmethod Network will issue a credit to your credit card in the amount of the charge. All prices are in U.S. dollars. Xmethod Networkis not responsible for pricing, typographical, or other errors in any offer by Xmethod Network and Xmethod Network reserves the right to cancel any orders arising from such errors.

5. Payment. Xmethod Network offers the following payment methods:

For Taiwan customers: Xmethod Network offers PayPal and prepaid by wire transfer payment must be made in the currency in which the order was placed.

For Other International customers: Xmethod Network offers PayPal, prepaid by wire transfer. Xmethod Network cannot accept personal checks or certified personal checks. Use of Letters of Credit must be approved in advance by Xmethod Network's Accounting Department.

Account Application. To obtain an account application for open account credit, submit an account application. Please allow sufficient time for the account application process. To avoid delay on your initial order, you may elect an alternative payment method.

6. Shipping Charges. Except as otherwise provided on the Site, (1) shipping or freight charges and insurance will be paid by the customer*, (2) all sales are made FOB Xmethod Network's warehouse, and added to the invoice, billed collect or billed to a third party.

* When a check or money order accompanies your order, Xmethod Network pays all shipping and insurance (our choice for method of shipping) to all addresses in Taiwan.

Shipments of excessive weight or size may require additional charges. Xmethod Network will notify you prior to shipment if these conditions exist.

For International Shipments: Availability of ship methods is dependent on the destination country. Except as otherwise provided on the Site, (1) the shipping costs will be prepaid and added to your order, and (2) all import licenses, duties, tariffs, taxes and brokerage fees will be your responsibility.

7. Handling Charge. There is no minimum order or handling fee.

8. Taxes. Except as otherwise provided on the Site, prices shown do not include any federal, state or local taxes, or any other taxes or charges imposed by any government authority, including, without limitation, sales, use, excise, value-added or similar taxes. Where applicable, such taxes and charges shall be billed as a separate item and paid by you. Orders are accepted with the understanding that such taxes and charges shall be added, as required by law. Xmethod Network charges sales tax unless you have a valid sales tax exemption certificate on file with Xmethod Network. Xmethod Network will not refund tax amounts collected in the event a valid sales tax certificate is not provided. If you provide a certificate that is not accepted for any reason by any governmental or regulatory authority, and Xmethod Network is required to pay tax on your purchase, you will reimburse and indemnify Xmethod Network for the amount of such tax and any related penalties or other charges, and Xmethod Network's reasonable expenses incurred in connection with the payment and collection of such tax. Fax or e-mail your resale certificate and customer number to: sales@xmethod-network.com.

Access State Tax Forms

9. Late Payments; Dishonored Checks. You shall pay to Xmethod Network all costs incurred by Xmethod Network in collecting on any dishonored check or on any past due amount from you, including all court costs, collection costs, and attorney's fees.

10. Out of Stock. If a Product you order is out of stock at time of order placement, you may elect to have it shipped on a subsequent shipment date. Except as otherwise provided on the Site, additional shipping charges will apply to each shipment. Backorders will be held based on your request.

11. Export Compliance. In addition to Taiwan governmnt and its territories, Xmethod Network accepts international orders. Some Products may not be available for shipment outside the United States. All orders of international origin or destination are subject to export control laws, restrictions, regulations and orders of Taiwan government. You agree to comply with all applicable export control laws, restrictions, regulations and orders of Taiwan government or applicable foreign jurisdictions, agencies or authorities. You shall not, directly or indirectly, sell, export, transfer, transship, assign, use, or dispose of Products in a manner which may result in any non-compliance with applicable export control laws, restrictions, regulations, and orders of the United States or applicable foreign jurisdictions, agencies or authorities. You are responsible for obtaining any license or other official authorizations that may be required to export, re-export or import Products. These items are controlled by Taiwan Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from TaiwanGovernment or as otherwise authorized by Taiwan governemtn law and regulations.

12. Freight Damage. If you receive merchandise that has been damaged in transit, it is important to keep the shipping carton, packing material and parts intact. Please contact a admin@xmethod-network.com immediately to initiate a claim.

13. Return Policy. In most cases, Xmethod Network will accept merchandise returns subject to the terms outlined in this Section 13 and will replace the Product or refund your money at your option.

To facilitate processing of returned merchandise:

Please contact a Customer Service representative to obtain an RMA (Returned Merchandise Authorization) number prior to returning a Product(s).
For all returns not relating to manufacturers' warranties, returns must be made within 30 days of date of invoice, be accompanied by the original invoice number, include a brief explanation of the reason for the return, and be in the original packaging and in resalable condition.
All ESD sensitive devices will undergo incoming inspection, utilizing Digi-Key's ESD Work Instructions and the most recent version of the ANSI/ESD S20.20 standard. ESD product that has not been handled according to the standard will not be eligible for credit.
Return freight charge must be prepaid.
Products returned solely due to customer error may be subject to a restocking charge.
To the extent that Xmethod Network customized a Product for you, such Products may be Non-Cancelable/Non-Returnable.
A Mil-Spec Product purchased from Xmethod Network is non-cancelable and non-returnable.
"Not-In Catalogue Items" and parts specified as "Non-Cancelable/Non-Returnable" at time of quote or sale are not returnable.

By returning any product to Xmethod Network, you represent and warrant that the returned product was purchased from Xmethod Network, is not counterfeit or otherwise non-conforming, and does not violate the Xmethod Network Counterfeit Policy. You also agree that Xmethod Network may test any returned product to determine whether such product is counterfeit, non-conforming, or otherwise violates these Conditions of Order. In the event Xmethod Network determines, in its sole discretion, that any returned product is counterfeit, non-conforming, or otherwise violates these Conditions of Order, Xmethod Network may (i) report such problem to any applicable governmental or regulatory agency or any other applicable third party; (ii) quarantine such product for further testing or other analysis; and/or (iii) take such other actions as may be required or permitted under applicable law.

14. No Use as Critical Components or QPL Components. Products sold by Xmethod Network are not authorized for use in certain applications including, but not limited to, life safety, life support, life sustaining, surgical, human implant, nuclear, or aircraft applications or for any use or application in which the failure of a single component could create a situation in which property damage, personal injury, or death is likely to occur, unless an authorized officer of the manufacturer has signed an agreement specifically governing such use. In addition, you acknowledge that Xmethod Network is not on the Qualified Manufacturers List ("QML"), and does not sell Qualified Product List ("QPL") components for military applications. Any references to QPL or military specifications are for reference only, and any sales of such products by Xmethod Network are for non-military use only. You agree that all such purchases are for commercial or other applications that do not require QPL components. YOU AGREE TO INDEMNIFY AND DEFEND Xmethod Network AND THE PRODUCTS AGAINST ALL DAMAGES, COSTS, AND EXPENSES THAT MAY BE INCURRED, INCLUDING WITHOUT LIMITATION, ATTORNEY FEES AND COSTS RELATING TO ANY LAWSUIT OR THREATENED LAWSUIT ARISING OUT OF THE USE OF PRODUCTS IN UNAUTHORIZED APPLICATIONS.

15. Product Warranty.

a. General Product Limited Warranty. ALL PRODUCTS ARE SOLD ON AN "AS-IS," "WHERE IS," AND "AS-AVAILABLE" BASIS.

b. Disclaimer of all other Warranties. EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 15, (i) Xmethod Network MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY PRODUCT, AND (ii) Xmethod Network EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH REGARD TO THE PRODUCTS. The Products may be subject to patent, trademark, copyright, design and other rights of third parties. Xmethod Network shall in no event whatsoever be responsible or liable in the event of any claim of infringement of any such rights. If an order includes software or other intellectual property, such software or other intellectual property is provided by Xmethod Network to you subject to any and all applicable intellectual property rights of third-parties and user licenses. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement. Without in any way limiting the generality of the foregoing:

Applications Engineering. Xmethod Network offers its applications engineering solely as a convenience to Xmethod Network customers. Xmethod Network applications engineering personnel strive to provide useful information regarding Products. Xmethod Network does not guarantee that any information or recommendation provided is accurate, complete, or correct, and Xmethod Network shall have no responsibility or liability whatsoever in connection with any information or recommendation provided, or your reliance on such information or recommendation. You are solely responsible for analyzing and determining the appropriateness of any information or recommendation provided by Xmethod Network applications engineering personnel, and any reliance on such information or recommendation is at your sole risk and discretion. Without limiting the generality of the foregoing, any recommended substitutes or cross-references with respect to parts are simply recommendations, and Xmethod Network does not guarantee that such information or recommendations are accurate, complete or correct.
No Other Warranties. Except for a duly-authorized officer of Xmethod Network making an additional warranty in writing, no employee or agent of Xmethod Network or any other party is authorized to make any warranty in addition to those made in this Section 16.

c. Limitation of Liability. IN NO EVENT SHALL Xmethod Network BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO ANY PRODUCT, EVEN IF Xmethod Network HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN NO EVENT SHALL THE LIABILITY OF Xmethod Network RELATING IN ANY WAY TO ANY PRODUCT EXCEED THE PURCHASE PRICE FOR THE PRODUCT, REGARDLESS OF THE LEGAL THEORY ASSERTED FOR SUCH LIABILITY, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE. YOU ACKNOWLEDGE THAT THE AMOUNTS PAYABLE FOR THE PRODUCTS ARE BASED IN PART ON THESE LIMITATIONS, AND YOU FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Some States may not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you, but in any event shall apply to the maximum extent allowed by law.

16. Indemnification. You understand and agree that you are personally responsible for your use or inability to use the Products. You agree to indemnify, defend, and hold harmless Xmethod Network and Xmethod Network's joint venturers, business partners, licensors, employees, officers, directors, owners, and agents from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidential, special, consequential, punitive, exemplary, and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse, or inability to use the Products, or any violation by you of these Conditions of Order.

17. Force Majeure. Xmethod Network will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. Xmethod Network's time for delivery or performance will be extended by the period of such delay or Xmethod Network may, at its option, cancel any order or remaining part thereof, without liability, by giving notice to you.

18. General Provisions. These Conditions of Order constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by Xmethod Network of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of the Conditions of Order are determined by a court of competent jurisdiction or arbitrator with jurisdiction over a Dispute to be invalid or unenforceable, it will not impact any other provision of the Conditions of Order, all of which will remain in full force and effect, and such court or arbitrator shall have the authority, if possible, to revise any invalid or unenforceable provision to most accurately reflect the intent of the parties as shown by the original wording of that provision while rendering it valid and enforceable. 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 Xmethod Network. These Conditions of Order and the subject matter that they cover, including without limitation the purchase of Products, do not create any joint venture, partnership, employment, or agency relationship between you and Xmethod Network or its suppliers. The obligations, rights, terms and conditions hereof will be binding upon and inure solely to the benefit of the parties hereto and their permitted respective successors and assigns, and do not and are not indended to confer any rights or remedies upon third-parties.

19. Changes to the Conditions of Order. Xmethod Network reserves the right to change the terms of these Conditions of Order without notice. You are responsible for reviewing these Conditions of Order prior to your purchasing of Products, and your purchasing of Products after any changes to these Conditions of Order acknowledges your agreement to the then current Conditions of Order. In the event that a change or update is made to these Conditions of Order, the "Date of Last Modification" will be updated accordingly. As part of the registration process to become a registered user of certain functionality on the Site, as a default, you elect to receive e-mails that Xmethod Network may in its discretion send notifying you of changes to this Conditions of Order and/or other Xmethod Network policies. You may elect not to receive these e-mails by opting out of this default. Notwithstanding any provision of these Conditions of Order to the contrary, Xmethod Network may make changes to these Conditions of Order in its sole discretion and such changes shall be binding on you and Xmethod Network.

Governing Version
The Chinese version of these Conditions of Order shall prevail wherever there is a discrepancy between the Chinese version and any other language version.

QUESTIONS OR ADDITIONAL INFORMATION. If you have questions regarding Conditions of Order or wish to obtain additional information, please send an e-mail to admin@xmethod-network.com.

DATE OF LAST MODIFICATION

November 04, 2018

Revision 1.0