NxSemi - OEM Semiconductor Parts

Please read these Terms of Use ("Terms") carefully. They contain the legal terms and conditions that govern your use of and access to the NxSemi.com Web Site (the "Site"). This Site is operated by NxEdge Secondary Market Group ("NxEdge SMG"). We reserve the right to alter or discontinue the Site, in whole or in part, at any time in our sole discretion.

By visiting this Site, you are signifying your assent to these Terms and the terms and conditions of the NxEdge SMG Privacy Policy, which is incorporated herein by reference. Your use of this NxSemi.com Site and its entire contents, including but not limited to, the text, data, information, materials, software, and graphics contained or provided through it in any form or media and all services that may be provided in conjunction with it (all such information and services, collectively, the "web site") is subject to the terms and conditions of this user agreement ("agreement"). By using the Site or creating a member registration on NxSemi.com, you agree that you: (1) have read and understand, and have the capacity and authority to enter into, this agreement; and (2) are bound by all of its terms and conditions.

The Site, as well as the websites of our affiliates and subsidiaries, are currently being provided free-of-charge to you. The terms "you", "your", and "yours" refer to the customer/purchaser utilizing our Site(s). The terms "NxSemi.com", "we", "us", and "our" refer to NxEdge SMG, its affiliates, and subsidiaries. We reserve the right to change the nature of this relationship at any time and to revise these Terms from time to time as we see fit. If you violate the terms of this Agreement you will have your access canceled and you may be permanently banned from using the Site and any interactive services. You should check these terms and conditions periodically. By using the Site after any such changes take place, you signify your acceptance of the change(s) and your agreement to be bound by them, whether or not you actually reviewed them. 
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE CLICKING ON THE "ACCEPT" BUTTON. BY CLICKING ON THE "ACCEPT" BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND AGREE TO BE BOUND THEREBY. IF YOU DO NOT ACCEPT THESE TERMS OF USE, YOU CANNOT BECOME A REGISTERED MEMBER OF NXSEMI.COM.

Use of the Site

You may access and use the site solely for your personal and business use. Except as expressly authorized hereunder, the Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purposes without prior written authorization. We reserve the right to alter or discontinue this Site, in whole or in part, at any time at our sole discretion. 

Compliance with laws

You must comply with all applicable laws and regulations governing your access to and your use of the Site, your ordering of or purchase of products and services, if applicable, and the retrieval of information. 

Site access 

NxEdge SMG does not guarantee continuous uninterrupted or secure access to this Site. Operation of the Site may be subject to interference from numerous factors outside our control. Further, scheduled and preventative maintenance, as well as required and emergency maintenance, may temporarily interrupt access to the Site.
Rights of NxEdge SMG

NxEdge SMG reserves the right to verify the identity and authority of any prospective user. We have the right, at any time without notice, to: (i) revoke or limit your license to use the Site (or any portion of it); and (ii) change or discontinue providing the Site (or any portion thereof). NxEdge SMG has no obligation to update the Site or to correct any errors or omissions that might be contained in it.

Copyright Policy

The Site, its content, look-and-feel and functionality, and all intellectual property rights embodied therein, including but not limited to patent rights, copyrights, software, and service marks (collectively, the "NxEdge SMG Intellectual Property"), are the property of NxEdge SMG or its content suppliers and are protected by United States and international copyright laws. You agree not to circumvent, disable or otherwise interfere with security related features that prevent or restrict use or copying of the Site. 

You may not download (other than page caching) or modify the Site or any portion of it, without our express, written consent. This includes: a prohibition on any resale of the Site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the Site or its contents; any downloading or copying of account information for the benefit of another merchant; and any use of data mining, robots, or similar data gathering and extraction tools. You may not reproduce, republish, sublicense, distribute, transfer, reverse engineer, decompile, disassemble, modify, create derivative works from, or exploit for any commercial purpose any of the NxEdge SMG Intellectual Property without our express, written consent. 

You further acknowledge and agree that the Site contains certain proprietary data and information of NxEdge SMG and its Content Providers, that you will not use these data or information for any unlawful or unauthorized purpose, and that you will use reasonable efforts to protect them from illicit distribution or use. Each Content Provider is a third party beneficiary of this Agreement to the extent necessary to enable it to enforce its proprietary rights in the data and the applicable use restrictions contained in this Agreement. NxEdge SMG hereby grants you a revocable, nontransferable, nonexclusive, limited right to use the Site solely for your business purposes. 

Trademarks

All product names, company names, marks, logos, and symbols that appear on the NxSemi.com Site are the trademarks or trade dress of NxEdge SMG. NxEdge�s trademarks and trade dress may not be used in connection with any product or service that is not NxEdge�s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits NxEdge Inc., NxEdge SMG, or the Site. All other trademarks not owned by us that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by NxEdge SMG. The copyrights are never transferred on the Site. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of NxEdge SMG, the Site, or its affiliates without our express, written consent. You may not use any meta tags or any other "hidden text" utilizing our name or trademarks without our express, written consent. 

Export 

The U.S. export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. You agree to abide by these laws and their regulations. 

Your Member Account

In order to access certain areas of the Site or to receive additional content/materials, NxEdge SMG may require you to become a registered member and/or comply with other terms and conditions. Each registered member is obligated to provide corporate or personal information in accordance with the format required by NxEdge SMG on the Site and update the information as required. Registered members shall permit NxEdge SMG to use the member information to run the site and fulfill purchase orders. NxEdge SMG will not sell member information to any third party. In all such cases, this Agreement shall continue to govern your use of the Site. 

Registration Eligibility

To qualify for an account on the Site, you must have the legal authority to do business in the United States as a sole proprietor or as an individual that belongs to a corporate body. Further, each individual acting on behalf of a business must be more than 18 years old and authorized to enter into binding agreements on behalf of that business. 

Use of ID and Password 

You may create a member account with NxEdge SMG by registering your name, email, and selecting a password, which you may then modify at any time as often as you like. You may not select any password that violates any third party's rights or is offensive, improper, or inappropriate. If NxEdge SMG determines in its sole discretion that any password you select is inappropriate for any reason, NxEdge SMG may delete that password and/or limit or terminate your access to the Site. 

It is your responsibility to safeguard the confidentiality and security of your user ID and password and neither should be shared, disclosed or distributed to any third party. You agree to accept responsibility for all activities that occur under your account or password. You must promptly notify NxEdge if you must change or discontinue your user ID and password and/or if you have any reason to believe that the security or confidentiality thereof has been compromised. NxEdge reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders at their sole discretion. Please review our Privacy Policy, which is deemed part of the Terms of 

Electronic Communications

By registering on the Site, you consent to receive communications from NxEdge SMG electronically. To request that you no longer receive electronic communications on behalf of NxEdge SMG, you must email support@nxsemi.com. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. 

Account Cancellation

You may cancel your member account on the Site at anytime by calling the telephone number listed below under �Customer Service� to notify NxEdge SMG. NxEdge SMG will not process account cancellations submitted via email. Cancelled accounts are subject to the following conditions: 

�	Item orders on temporary reserve and awaiting payment confirmation will be canceled. 
�	For an item for which a payment transaction is already in progress, the transaction will continue to completion. 
Termination of Use

If you breach any terms of this Agreement, or if we are unable to verify or authenticate any information you provide to us, we may terminate your access or suspend your right to access to all or part of the Site, without notice, for any conduct that we, in our sole discretion, believe is in violation of any applicable law or is harmful to the interests of another user, Associates, or NxEdge SMG. In addition, we reserve the right to refuse an order from any customer at our sole discretion. 

Disclaimer of Warranties 

Your use of the Site is at your sole discretion and risk. The Site and all materials, information, products and services included therein, are provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind. NXEDGE SMG AND NXEDGE INC. EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SITE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. Without limiting the foregoing, NxEdge SMG and NxEdge, Inc. disclaims any warranties: (a) regarding the security, accuracy, reliability, timeliness and performance of the Site; (b) regarding the goods, services, advice, information or links provided by any third parties; (d) that the Site will meet your requirements; or (d) that the Site will be error-free or that any errors will be corrected. No advice or information, whether oral or written, obtained by you from NxEdge SMG, will create any warranty not expressly stated in this Agreement. 

THE DISCLAIMERS OF WARRANTY AND LIMITATIONS OF LIABILITY APPLY, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY CAUSED BY THE FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORTIOUS BEHAVIOUR, NEGLIGENCE OR ANY OTHER COURSE OF ACTION BY NXEDGE SMG. 
Limitation of Liability

IN NO EVENT WILL NXEDGE SMG, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR CONTENT PROVIDERS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, RESULTING ARISING OUT OF OR IN CONNECTION WITH THE SITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT TINY PRINTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
NXEDGE SMG WILL HAVE NO LIABILITY, WHATSOEVER, FOR THE UNAVAILABILITY OR INOPERABILITY OF THE SITE CAUSED BY ANY VENDOR'S OR SUPPLIER'S PERFORMANCE OR THE ACTS OR OMISSIONS OF ANY PARTY. NXEDGE SHALL NOT BE LIABLE IN ANY WAY WHATSOEVER FOR ANY LOSS OF DATA OR TRANSACTIONS INCURRED OR SUFFERED BY ANY PARTY, WHETHER RESULTING FROM DELAYS, NON-DELIVERIES, MIS-DELIVERIES OR SERVICE INTERRUPTIONS CAUSED BY US, ANY THIRD PARTY, INCLUDING ANY INTERNET SERVICE PROVIDER OR HOST, OR THE INTERNET INFRASTRUCTURE AND NETWORK EXTERNAL TO THE SITE.

THE AGGREGATE LIABILITY OF NXEDGE SMG AND ITS CONTENT PROVIDERS ARISING FROM OR RELATING TO THIS AGREEMENT, THE SITE, AND THE USE OF, OR RELIANCE ON, THIS SITE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES THAT CAN BE FINALLY PROVED IN A COURT OF COMPETENT JURISDICTION IN AN AMOUNT NOT TO EXCEED $1,000. 
Indemnification

You agree to indemnify, defend, and hold harmless NxEdge SMG, its affiliates and its Content Providers from and against any and all claims, liabilities, losses, costs (including, but not limited to, reasonable attorneys' fees), and/or damages of any kind arising from or relating to: (i) your use of the Site; (ii) your breach of this Agreement; and (iii) any messages, information, or materials uploaded, posted, published, or transmitted by you in connection with the Site. You agree that NxEdge SMG may at any time, and without notice, suspend or terminate your access to the Site if you fail to comply with the Terms or applicable law.

Site policies, modification and severability 

Please review our other policies, such as our Privacy and Security Policy, posted on the Site. These policies also govern your visit to the Site. We reserve the right to make changes to the Site, policies, and these Terms and Conditions at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition. 

Pricing and Availability

Item pricing and inventory availability listed on the Site is subject to change until all transactions for purchase have been completed. Inventory will be placed on temporary hold for up to 48 hours upon receipt of a Purchase Order until payment is received. Based on the buyer�s credit and record of performance, NxEdge SMG may extend special payment conditions at their sole discretion. NxEdge SMG accepts Visa, Mastercard, American Express, wire transfers, and preferred customer account billing as forms of payment. All credit card purchases must be made over the phone to the �Customer Service� number listed below.

FMV Evaluation 

NxEdge SMG evaluates the fair market value (FMV) based on the accumulated database, empirical values, and coefficients of market analysis. The intellectual property rights of the information belong to NxEdge SMG. Accordingly, any person who requests price evaluation cannot release the results of evaluation to other companies without permission from NxEdge SMG. In addition, only the consignor of an item or agent for the consignor can request evaluation. The results of evaluation are reference values on which the market conditions at the time of evaluation are reflected. NxEdge SMG does not guarantee the amount.
 
Charges and Billing Practices

NxEdge SMG reserves the right to change the fees it charges for products, services or features (collectively, "Products") offered in connection with the NxSemi.com Web Site at any time. These potential changes include, but are not limited to, adding fees for new/optional Products and/or modifying fees for existing Products. By using any of the Products, with which there are associated fees, you agree to pay those fees. If you do not want to pay these associated fees, you must cancel your member account with NxEdge SMG.

Shipping 

Except for customers with approved credit with NxEdge SMG, payment must be received in full prior to shipping. The term �shipping� or �ship� includes the commencement of shipping items in an order for multiple purchases or where the item purchased consists of components that must be shipped separately. For example, your order may consist of (1) several different items, (2) a quantity of the same item, or, (3) a single item with several component parts the size of which might require them to be shipped in separate packages. In all such orders, we endeavor to ship out individual packages together so that they arrive at the same time; however, when that is not possible, we commence shipping by shipping individual packages in the order the soonest they are available and conditions permit. In these instances, our notification to you that your order has �shipped,� marks the time when shipping has commenced; it does not mean that all items in the order have shipped at that time. All packages sent have a separate tracking number and may be followed from our Order Status page. You agree that credit cards are to be charged on the date of inventory reservation for the order, not the date of shipping. Shipping cost calculation listed on the Site is not an official estimation and does not guarantee the estimated amount.

Risk of Loss

All items purchased from NxEdge SMG are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon tender of the item to the carrier.

Third Party Web Sites, Links, and Information

At NxEdge SMG�s sole option, we may provide content, products, or links to third-party Web Sites or resources from this Site. You expressly acknowledge and agree that NxEdge SMG has no control over any such sites. Links to other sites are provided solely as a convenience; NxEdge SMG neither endorses nor bears any responsibility for or control over any linked site or any other link contained therein. You acknowledge and agree that NxEdge SMG is not responsible or liable for the availability or accuracy of third party content. Inclusion of any of the foregoing in this Site does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with NxEdge SMG with respect to any third party, any third party's Web Site or its content, or any information, products, or services provided by a third party. You assume all risks arising from your use of any such Web Sites or resources. 

Except as otherwise agreed in writing, you may only provide a hypertext link to the NxSemi.com Site from another site if you comply with all of the following: (a) the link must be a text-only link clearly marked NxSemi.com or www.nxsemi.com; (b) the link must point to the URL "http://www.nxsemi.com" and not to other pages within the NxSemi.com Site; (c) the link, when activated by a user, must display the NxSemi.com Site full-screen and not within a "frame" on the linking site; and (d) the appearance, position and other aspects of the link must not be such as to damage or dilute the goodwill associated with our name and trademarks or create the false appearance that we are associated with or sponsor any linked site. NxEdge SMG may revoke its consent to or otherwise delete or terminate any link at any time in its sole discretion

Privacy

NxSemi.com is operated as an Anonymous site. Certain information on the Site designated by NxEdge SMG in its sole and absolute discretion, including information concerning inventory listings and all member profiles, is deemed confidential by NxEdge SMG and maintained in confidence in accordance with our posted Privacy Policy. NxEdge SMG shall not provide any information disclosing your identity as a buyer, consignor or user of the site to any other user of the site. All other information posted by NxEdge SMG or any other party to the Site will be publicly available and non-confidential. 
If the User provides unique identifying information, such as name, address and other information on forms stored on this Site, such information will be used only for statistical purposes and will not be published for general access. NxEdge SMG assumes no responsibility for the security of this information.

Notices

Except as otherwise required by law, you shall provide any notices to NxEdge SMG by email to support@nxsemi.com or by certified mail to 3714 Bluestein Drive, Building 6, Austin, Texas 78721. We shall provide notices to you via the email address provided during member registration or by certified mail, postage prepaid and return receipt requested, to the street address provided during registration. Notices shall be deemed received 24 hours after an email is sent (unless the sending party is notified that the email address is invalid) or five days after the date of mailing. 

Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the laws of the State of Texas, U.S.A., without giving effect to any choice-of-law or conflict-of-law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than that of the State of Texas. You hereby consent to, and agree to bring any and all claims in, the exclusive jurisdiction of the state and federal courts located in Travis County, Texas, U.S.A., for any action or proceeding arising under or relating to this Agreement, the Site, or the use of, or reliance on this Site, whether based in contract or tort or otherwise. 

Entire Agreement

These Terms shall constitute the entire agreement between you and NxEdge SMG regarding the subject matter hereof and shall supersede any and all prior negotiations, representations, warranties, undertakings, or agreements, written or oral, between the parties regarding such subject matter. NxEdge SMG�s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision. If a court finds that one or more provisions contained in these Terms is invalid, you agree that the remainder of the Terms shall be enforceable. NxEdge SMG shall have the right to assign its rights and/or delegate its obligations under these Terms, in whole or in part, without restriction. These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflicts of laws principles. Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the state and federal courts of the State of Texas. 

Customer Service and Product Support

For customer service related to your member account, including information regarding registration and billing, please feel free to contact us at any time at support@nxsemi.com or (512) 933-1100.