Legal

READ THESE TERMS CAREFULLY BEFORE USING THE TECHBROKER OF AMERICA, INC. INTERNET WEB SITE AND THE SERVICES PROVIDED THEREON (the “TechBroker of America, Inc. Site”). IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE SUCH SERVICES. YOUR CLICKING ON THE BUTTON MARKED “I ACCEPT” AND YOUR CONTINUED USE OF THE SERVICES INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS.

THIS MEMBER AGREEMENT (the “Agreement”) is between you and TechBroker of America, Inc., with a mailing address at P. O. Box 5166, Saratoga Springs, New York 12866. You and TechBroker of America, Inc. are each sometimes referred to in this Agreement as a “party”, and collectively as the “parties”. You and TechBroker of America, Inc. hereby agree as follows:

1. Acceptance.

The TechBroker of America, Inc. Site is not open to the public and may only be accessed by those approved members who agree to be bound by the terms of this Agreement and pay a membership fee. You acknowledge that you have read these terms and conditions of use and that you accept the terms hereof. YOU AGREE TO READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS TECHBROKER OF AMERICA, INC. WEB SITE. If you do not agree to these terms and conditions of use, you may not access or otherwise use this TechBroker of America, Inc. Site. Upon your review and acceptance of these terms and conditions, TechBroker of America, Inc. will review your application for membership, and if approved, will forward to you by email a user name and password authorizing you to use the TechBroker of America, Inc. Site.  By logging in to the TechBroker of America, Inc. Site, you agree to be bound by the Agreement.  If you are using the TechBroker of America, Inc. Site on behalf of a company entity, such as, but not limited to, a corporation, partnership or limited liability company, you also represent and warrant to TechBroker of America, Inc. that that you are authorized by that entity to bind the entity to the terms of the Agreement and to use the entity’s user name and password to access and use the TechBroker of America, Inc. Site.  You further agree that if you or any entity employee, with or without such entity’s consent, use or permit others to use your user name and password to create other users, including Authorized Employees (as defined in paragraph 6), you and such other users shall be bound by the terms of the Agreement and shall be jointly and severally liable for the conduct of such users on the TechBroker of America, Inc. Site and any actions taken by you or them as a result of the use of the TechBroker of America, Inc. Site.  If any Authorized Employee’s employment relationship with the company upon which his or her authority to use the TechBroker of America, Inc. Site is conditioned under this section terminates, such person’s authorization to access and use the TechBroker of America, Inc. Site shall be automatically revoked without any further action by TechBroker of America, Inc.  In the event of a termination described in the previous sentence, you shall promptly deactivate such person’s user account or contact TechBroker of America, Inc. so that such person’s log-in credentials can be disabled.

2. Use of Materials Collected.

TechBroker of America, Inc. may monitor your use of this TechBroker of America, Inc. Site, and, subject to the limitations in paragraph 6, may freely use and disclose any information and materials received from you or collected through your use of the TechBroker of America, Inc. Site for any lawful reason or purpose.

3. Export Control

The TechBroker of America, Inc. site has been established as a marketplace for buyers and sellers of electronics components to communicate with each other. TechBroker of America, Inc. does not participate either as a buyer or seller in any sales transactions that may occur as a result of this communication, and is not responsible for and does not warrant the accuracy of technical information (such as specifications, performance characteristics, composition, etc.) regarding hardware or technical data available for sale on the TechBroker of America, Inc. site. BY ACCEPTANCE OF THIS AGREEMENT, YOU HEREBY CERTIFY AND GUARANTEE THAT YOU WILL NOT SELL, TRANSFER, EXPORT, OR RE-EXPORT HARDWARE OR TECHNICAL DATA (INCLUDING, BUT NOT LIMITED TO, INFORMATION IN THE FORM OF BLUEPRINTS, DRAWINGS, PHOTOGRAPHS, INSTRUCTIONS AND DOCUMENTATION) OBTAINED THROUGH THE USE OF THE TECHBROKER OF AMERICA, INC. SITE IN VIOLATION OF THE EXPORT LAWS OF THE UNITED STATES. For purposes of this clause the term “export” includes any transfer of technical data as defined herein to a person who is not a citizen or permanent resident alien of the United States. Specifically, you understand that such sale, transfer, export or re-export may require a license from the U.S. Government and that transfers to certain countries or entities are prohibited under U.S. law. Under no circumstances may any hardware or technical data available for sale on the TechBroker of America, Inc. site be exported, re-exported, or otherwise transferred to (or to a national resident of) countries under U.S. economic embargo including the following: Cuba, Iran, Sudan and Syria. Moreover, under no circumstances may any hardware or technical data available for sale on the TechBroker of America, Inc. site be exported, re-exported, or otherwise transferred to persons or entities listed on the U.S. Department of Commerce Denied Persons List, Unverified List, or Entity List, the U.S. Department of State Debarred List, or the U.S. Department of Treasury Specially Designated Nationals List. Links to these lists may be found at http://2016.export.gov/ecr/eg_main_023148.asp.

Additionally, by acceptance of the Agreement, you hereby certify and guarantee that hardware or technical data available for sale on the TechBroker of America, Inc. site will not be used by you or any party to a sale in terrorist or nuclear activities, or in the design, development, or production of military or defense articles controlled on the U.S. Munitions List (22 CFR Part 121), or for the manufacture of devices that are used in any manner in the design, development or production of missiles, weapons of mass destruction, chemical or biological weapons, satellites, rocket systems, unmanned air vehicles, foreign vessels or aircraft. You hereby agree that the following destination control statement will appear on the invoice and on the bill of lading, air waybill, or other export control document that accompanies the shipment from its point of origin in the United States to any ultimate consignee or end-user abroad:

“These commodities, technology or software were exported from the United States in accordance with the Export Administration Regulations. Diversion contrary to U.S. law is prohibited.”

At its sole discretion, TechBroker of America, Inc. may provide its members with a suggested commodity classification (either a specific Export Control Classification Number (“ECCN”) from the Bureau of Industry & Security’s (“BIS”) Commerce Control List, or “EAR99”, that TechBroker of America, Inc. believes may apply to hardware or technical data available on the TechBroker of America, Inc. Site. However, in the absence of an official commodity classification opinion from BIS, any commodity classification provided by TechBroker of America, Inc. in this manner (including an opinion, whether express or implied, that a particular item is classified as “EAR99”) is understood by you to be a nonbinding opinion provided for informational purposes only - you retain sole legal responsibility for ensuring compliance with all applicable U.S. laws governing the export transaction. By acceptance of the Agreement, therefore, you agree to hold TechBroker of America, Inc. harmless against any claim, demand, action, proceeding, judgment, penalty, fine, loss, liability, cost, or expense (including reasonable attorney’s fees) arising out of or relating to your use of any commodity classification (including “EAR99”) provided by TechBroker of America, Inc. in the transfer, export, or re-export of hardware or technical data obtained through the use of the TechBroker of America, Inc. Site.

As TechBroker of America, Inc. will rely on your understanding and acceptance of sole responsibility for ensuring compliance with all applicable U.S. laws governing the export of any hardware or technical data provided or obtained through the use of the TechBroker of America, Inc. Site, you agree to indemnify TechBroker of America, Inc. against any claim, demand, action, proceeding, judgment, penalty, fine, loss, liability, cost or expense (including reasonable attorney’s fees) suffered or incurred by TechBroker of America, Inc. arising out of or relating to representations made and obligations assumed by you pursuant to this certification.

4. Changes to this Member Agreement.

TechBroker of America, Inc. reserves the right, at its sole discretion, to change, modify, add or remove any portion of this Agreement, in whole or in part, at any time. TechBroker of America, Inc. will notify you by email at the address you provide on your COMPANY PROFILE of the occurrence of any changes in the Agreement. You agree that it shall be your responsibility to log on to the TechBroker of America, Inc. Site at least once every thirty (30) days, review any email you may receive from TechBroker of America, Inc. and notify TechBroker of America, Inc. at support@techbroker.com promptly if you change email accounts or if you would prefer to receive notices from us at a different account from the one you are presently using. Otherwise, it will be your responsibility and obligation to check the legal section of the TechBroker of America, Inc. Site whenever you access it to determine if there have been any changes to this Agreement. You may notify us at support@techbroker.com at any time before, or within thirty (30) days after, any modification takes effect, to advise us that you do not accept the proposed modification. If we do not receive such a communication from you in the time prescribed, the modification will be deemed to have been accepted by you. You agree and understand that we reserve the right to unilaterally terminate your access privileges or otherwise deny you access to the TechBroker of America, Inc. Site if you decline to be bound by any proposed modifications to this Agreement, subject to your rights under paragraph 6 of this Agreement.

5. Copyright.

The TechBroker of America, Inc. Site is protected by copyright pursuant to U.S. copyright laws, international conventions and other copyright laws. Materials contained on the TechBroker of America, Inc. Site are protected by copyright, and are owned or controlled by TechBroker of America, Inc. or the party credited as the provider of the content. You will abide by any and all additional copyright notices, information or restrictions contained in any content on the TechBroker of America, Inc. Site.

6. Confidential Information; Data Use.

Information, data, methods, displays, user names, passwords and software provided to you by TechBroker of America, Inc. or available to you on the TechBroker of America, Inc. Site (collectively, “Confidential Information”) include trade secrets and proprietary information belonging to TechBroker of America, Inc.. You may not disclose to any person or entity any portion of any Confidential Information, except to an employee of yours who needs to know such information to fulfill his or her duties to you within the scope of such employee’s employment (“Authorized Employees”). You may only use Confidential Information in the conduct of your ordinary business activities and in accordance with this Agreement. All user names and passwords supplied to you are non-transferable and may be used only by your Authorized Employees. Confidential Information shall not apply to any information that you can establish is in the public domain (and did not fall into the public domain as a result of your violation of law, or breach of this Agreement or any other confidentiality agreement), or was in your possession before you gained access to it at the TechBroker of America, Inc. Site, or was received from a third party who was in lawful possession of it without any confidentiality restrictions. Nothing in this Agreement shall prevent you from disclosing information obtained at the TechBroker of America, Inc. Site if compelled to do so by a court of law or government agency, on condition that you provide advance notice to TechBroker of America, Inc. and allow TechBroker of America, Inc. a reasonable opportunity to intervene in the proceeding to protect the confidentiality of the Confidential Information.

            You acknowledge and agree that TechBroker of America, Inc. may sell to third parties de-identified aggregate data concerning parts that you and other members offer for sale through use of the TechBroker of America, Inc. Site and/or TechBroker of America, Inc. services, which data may include lists of unique part numbers.  As part of such de-identified aggregate data, TechBroker of America, Inc. agrees, subject to its rights reserved at paragraph 13, that TechBroker of America, Inc. will not (a) identify you as the supplier of any parts listed in such de-identified aggregate data, (b) include among such data a discrete list of all or substantially all of your parts inventory offered through the TechBroker of America, Inc. Site, or (c) permit any user to download a discrete list of all or substantially all of your inventory.

7. Continuity of Service; Termination.

TechBroker of America, Inc. may change, suspend or discontinue any aspect of the TechBroker of America, Inc. Site at any time, including the availability of any TechBroker of America, Inc. Site feature, database or content. TechBroker of America, Inc. may also impose limits on certain features and services or restrict your access to parts or all of the TechBroker of America, Inc. Site without notice or liability. We may, in our sole discretion and without any prior notice, close the TechBroker of America, Inc. Site or deny you access to it and delete any files that you may maintain at the TechBroker of America, Inc. Site and any information that you may choose to post here. You should keep a copy of any material that you post to the TechBroker of America, Inc. Site because we will not undertake to retain copies of any material that we or others may delete from the TechBroker of America, Inc. Site. This Agreement shall continue in force until TechBroker of America, Inc. discontinues providing services on the TechBroker of America, Inc. Site or until either TechBroker of America, Inc. or you terminates your membership. Upon termination of your membership, all your rights to use the TechBroker of America, Inc. Site will terminate. Either you or TechBroker of America, Inc. may terminate your membership for convenience at any time for any reason or for no reason. Upon such termination by TechBroker of America, Inc., TechBroker of America, Inc. shall refund to you a pro rata portion of the membership fee you paid for your current membership term, based on the number of months remaining in the term following the month during which the termination occurs. Upon such termination by you, TechBroker of America, Inc. shall refund to you a pro rata portion of the membership fee you paid for your current membership term, based on the number of months remaining in the term following the month during which the termination occurs, less a cancellation fee of One Hundred Twenty Five United States Dollars ($125 US). If this Agreement terminates or your access to the TechBroker of America, Inc. Site is suspended, you shall continue to be bound by all obligations set forth in this Agreement for a period of five (5) years or until the expiration of all applicable statute of limitations periods, whichever is longer. You will not be bound by any modifications to this Agreement that may take effect after you or TechBroker of America, Inc. terminate our contractual relationship.

8. Your Representations and Warranties.

You represent, warrant and covenant that: (a) you shall not upload, post or transmit to or distribute or otherwise publish through the TechBroker of America, Inc. Site any materials that (i) restrict or inhibit any other user from using and enjoying the TechBroker of America, Inc. Site, (ii) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law, (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right, (v) contain a virus or other harmful component, (vi) constitute or contain false or misleading indications of origin or statements of fact; and (b) you are at least eighteen (18) years old.

9. Representations, Warranties and Covenants of Sellers.

In addition to your representations, warranties and covenants in paragraphs1 and 8 above, if you post goods for sale on the TechBroker of America, Inc. Site, you hereby represent and warrant to TechBroker of America, Inc. that (a) you have all necessary rights to advertise the goods on the TechBroker of America, Inc. Site throughout the world, (b) the goods and their design and advertisement do not infringe any copyright, trademark, patent, trade secret or other property or proprietary right of any third party, (c) you have all necessary releases to use with the advertisement of your goods on the TechBroker of America, Inc. Site for the full term of this Agreement throughout the world, any photographs, drawings and images of the goods, and any name, likeness and statement of any model or spokesperson used in any such advertisement, and (d) you will not target any advertisement to, or sell or ship any goods to, or from, any jurisdiction where such act is prohibited by the laws or regulations of such jurisdiction.

10. Your Indemnity Obligation.

You hereby agree to indemnify, defend and hold TechBroker of America, Inc., and all its officers, directors, owners, agents, employees, information providers, affiliates, licensors and licensees (collectively, the “Indemnified Parties”) harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of the Agreement or the foregoing representations, warranties and covenants, including, without limitation, attorney fees and costs. You shall cooperate as fully as reasonably required in the defense of any claim. TechBroker of America, Inc. reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of TechBroker of America, Inc..

11. Linking.

Links to and from TechBroker of America, Inc. Site to other sites maintained by third parties do not constitute an endorsement by TechBroker of America, Inc. or any of its subsidiaries or affiliates of any third party resources or their contents. TechBroker of America, Inc. disclaims any and all responsibility for content contained in any third party materials provided through links from the TechBroker of America, Inc. Site.

12. No Endorsement.

TechBroker of America, Inc. does not represent or endorse the accuracy or reliability of any advice, opinion, statement, advertisement, data or other information displayed or distributed through the TechBroker of America, Inc. Site. You acknowledge that any reliance upon any such advice, opinion, statement, advertisement, data or other information shall be at your sole risk. TechBroker of America, Inc. reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the TechBroker of America, Inc. Site.

13. Objectionable Materials.

TechBroker of America, Inc. does not and cannot review all materials posted to the TechBroker of America, Inc. Site by members, and TechBroker of America, Inc. is not responsible for any such materials posted by members. TechBroker of America, Inc. reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or lawful government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in TechBroker of America, Inc.’s sole discretion are objectionable or in violation of this Agreement. While TechBroker of America, Inc. will do its best to enforce the terms of this Agreement, we cannot warrant or represent that other members will in fact adhere to this Agreement and cannot act as insurers or accept any liability for their failure to do so.

14. WARRANTY DISCLAIMER.

THE TECHBROKER OF AMERICA, INC. SITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE TECHBROKER OF AMERICA, INC. SITE, IS PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE BY LAW, TECHBROKER OF AMERICA, INC. AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE TECHBROKER OF AMERICA, INC. SITE OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE TECHBROKER OF AMERICA, INC. SITE, FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE TECHBROKER OF AMERICA, INC. SITE OR ANY LINKED SITE. FURTHER, TECHBROKER OF AMERICA, INC. AND ITS AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TECHBROKER OF AMERICA, INC. DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE TECHBROKER OF AMERICA, INC. SITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE TECHBROKER OF AMERICA, INC. SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TECHBROKER OF AMERICA, INC. AND ITS AFFILIATES SHALL NOT BE LIABLE FOR THE USE OF THE TECHBROKER OF AMERICA, INC. SITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.

15. LIABILITY DISCLAIMER.

YOU SHALL USE CONFIDENTIAL INFORMATION, AND ANY OTHER INFORMATION YOU OBTAIN FROM THE TECHBROKER OF AMERICA, INC. SITE AT YOUR OWN RISK. TECHBROKER OF AMERICA, INC. SHALL NOT BE RESPONSIBLE FOR ERRORS OR OMISSIONS IN CONFIDENTIAL INFORMATION OR ANY OTHER INFORMATION. TECHBROKER OF AMERICA, INC. ASSUMES NO LIABILITY FOR LOSSES INCURRED ARISING OUT OF YOUR USE OR APPLICATION OF ANY CONFIDENTIAL INFORMATION OR ANY OTHER INFORMATION. TECHBROKER OF AMERICA, INC. SHALL NOT BE LIABLE TO YOU, AND YOU SHALL INDEMNIFY, DEFEND AND HOLD TECHBROKER OF AMERICA, INC. HARMLESS, FROM AND AGAINST ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF THE YOUR SALE, SERVICE, FURNISHING, PERFORMANCE OR USE OF ANY CONFIDENTIAL INFORMATION OR ANY OTHER INFORMATION PROVIDED TO YOU OR OBTAINED BY YOU UNDER THIS AGREEMENT.

16. Right to Use Communications.

By posting messages, uploading files, inputting data or engaging in any other form of communication (individually or collectively “Communications”) to the TechBroker of America, Inc. Site, you hereby grant to TechBroker of America, Inc. a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such Communications, in all media now known or hereafter developed. You hereby waive all rights to any claim against TechBroker of America, Inc. for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Communications.

17. No Expectation of Privacy.

You acknowledge that transmissions to and from the TechBroker of America, Inc. Site are not confidential and your Communications may be read or intercepted by others. You acknowledge that by submitting Communications to TechBroker of America, Inc., no confidential, fiduciary, contractually-implied or other relationship is created between you and TechBroker of America, Inc. other than pursuant to this Agreement.

18. Governing Law; Dispute Resolution.

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS. SOLE AND EXCLUSIVE JURISDICTION FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE AN APPROPRIATE STATE OR FEDERAL COURT LOCATED IN THE COUNTY OF ALBANY, STATE OF NEW YORK.

19. Entire Agreement; Limitations of Actions; Unenforceability.

This Agreement constitutes the entire agreement between TechBroker of America, Inc. and you with respect to your use of the TechBroker of America, Inc. Site. Any cause of action you may have with respect to your use of the TechBroker of America, Inc. Site must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect.

20. Injunctive Relief.

Any breach of this Agreement by you may cause irreparable harm to TechBroker of America, Inc. for which monetary damages may be inadequate. You agree that TechBroker of America, Inc. shall be entitled to an injunction to restrain you from any such breach, suspected breach or threatened breach. Nothing in this Agreement shall be construed as preventing TechBroker of America, Inc. from pursuing any other form of remedy at law or in equity for any such breach, suspected breach or threatened breach.

21. Waiver.

The failure of a party to insist upon the performance of any provision of this Agreement or to exercise any right or privilege granted that party shall not be construed as waiving any such provision and the same shall continue in force.

22. Binding Effect; No Third Party Beneficiaries.

This Agreement shall be binding upon and inure solely to the benefit of each of the parties, and no other persons or entities shall be beneficiaries under this Agreement or have any rights to enforce any part of this Agreement.

23. Section Headings.

The headings of the numbered paragraphs of this Agreement are for convenience only, and shall not be deemed to alter or effect any provision of this Agreement.