Buy and sell marketplace for electronic components for suppliers including brokers and distributors

Membership Agreement & Privacy Policy

Membership Agreement

This Membership Agreement, the Glossary and the Terms and Conditions together constitute a written agreement by and between the Member and HarVarE.com. By using the technical Platform, the Member accepts and agrees to be legally bound by this Agreement, the Glossary and the Terms and Conditions. All references to this Agreement include the Glossary and the Terms and Conditions.

1. Definitions. All capitalized terms used in this Agreement are defined in the Glossary.
2. Obligations of the Member. The Member agrees to do the following:
2.1 Comply with this Agreement.
2.2 Deal fairly, legally, honestly and in good faith in all transactions with HarVarE and in all Transactions with other Members.
2.3 If and when so directed by HarVarE, stop using the Platform.
2.4 Keep up to date the information about the Member in My HarVarE.
2.5 Refrain from disclosing or allowing access to the Member's password to any other party.
3. Representations and Warranties of the Member. The Member represents and warrants to HarVarE throughout the term of this Agreement that (a) all the information provided by the Member in the Application for Membership and in My HarVarE was and is accurate and not misleading and (b) the Member has the authority on behalf of such Member to enter into, and legally bind such Member to, this Agreement. The Member has acquired and shall maintain during the term of membership the necessary computer hardware, software and telecommunications service required to establish suitable access to the Internet, including an appropriate electronic mail account capable of being utilized as contemplated by this Membership Agreement.
4. Intellectual Property. The Member acknowledges and agrees that, as between the Member and HarVarE (a) unless otherwise expressly stated by HarVarE in writing, all Intellectual Property related to the Platform (including without limitation, the Databases, the Data and all portions thereof) is owned solely by HarVarE or its affiliates and that the Member will use such Intellectual Property only in connection with the Member's use of the Platform in strict compliance with this Agreement, (b) the Member does have not and will not acquire through the use of the Platform any proprietary or ownership right to or interest in such Intellectual Property (including without limitation, the Databases, the Data and all portions thereof), and (c) the Member will not do, or aid or cause any other Person to do, anything to infringe, violate or impair HarVarE's rights in such Intellectual Property (including without limitation, the Databases, the Data and all portions thereof). The Member acknowledges that these items may be protected by domestic and international copyright and other intellectual property laws and that such Member shall obtain no rights or title to same, except as expressly granted herein. The Member shall treat these items as Confidential Information.
5. Member's Name. The Member agrees that the Platform may use the Member's name in connection with the functions of the Platform for the purposes described in this Agreement. The Member's name and other information regarding the Member shall be collected, used, and processed by the Platform in a manner consistent with the Platform's Privacy Policy.
6. Member Data. The Member hereby grants HarVarE, subject to the Privacy Policy, a perpetual, exclusive, world-wide, royalty-free license to collect, maintain and use the Member Data collected during the term of this Agreement, including for aggregation, mining, dissemination, distribution, display, publication or other purposes.
7. Term and Termination. This Agreement shall become effective when the Member first accesses the Platform and shall continue until terminated. The Member agrees that HarVarE may terminate this Agreement at any time and for any reason or no reason upon notice to the Member and that the Member will stop using the Platform immediately upon such notice. The Member may terminate this Agreement by sending a notice of termination to HarVarE, and such termination will become effective immediately upon HarVarE's receipt of such notice. Except as otherwise expressly agreed to in writing by the parties, upon termination, the Member shall (a) discontinue all use of the Platform, the Databases, the Data and all portions thereof; (b) return the Databases and/or the Data on physical media, if applicable, and any items related thereto (e.g., documentation), unless HarVarE requests that such items be destroyed; (c) purge all copies (backup or otherwise) of the Databases, the Data, and any portions thereof (including Documentation) from a Member's system; and (d) provide written certification to HarVarE that the Platform, Databases, Data and related Documentation have been returned or destroyed.
8. Disclaimers. The Member understands and agrees that:
8.1 Neither HarVarE nor its third party providers has any duty or obligation whatsoever to the Member under this Agreement, except as provided hereunder or as specified in the Privacy Policy. 
8.2 Neither HarVarE nor its third party providers makes any representations or warranties regarding the quality, accuracy, reliability, usability, results, or any other characteristic, including, but not limited to, the performance, security, capability, currentness or profitability related to a Member's use of the Platform, the Databases and/or the Data. Neither HarVarE nor its third party providers makes any representation or warranty that the Platform, Databases, and/or the Data will meet a Member's requirements or that such Member's access to same will be uninterrupted or error-free. 
8.3 The Member assumes total liability, risk and responsibility for its use of the Platform, the Databases and/or the Data and for Transactions in which the Member engages, including liability for Taxes assessed in connection with such use and such Transactions.
8.4 HarVarE and/or its third party provider are not and will not be liable or responsible for (i) any lost, stolen, late, corrupted, misdirected, failed, inaccurate, incomplete or delayed transmissions of data, information or materials on or through the Platform or (ii) any inability to enter, correct or cancel any postings on or to the Platform, whatever the cause of or reason for any of the foregoing.
8.5 HarVarE does not control, and has no obligation, liability or responsibility to the Member or any third party for, any information or data transmitted by any Member or any Person to or through the Platform.
8.6 HarVarE is not and will not be liable or responsible to the Member or any other Person for any failure by or inability of a Member to consummate or comply with the terms of a Transaction or for any failure by or inability of a Member to comply with this Agreement.
8.7 The Member is solely responsible for the performance and condition of, and is solely responsible for any damage to or loss of, its hardware, software and network systems and its connection to and ability to access the Internet and use the Platform, the Databases and/or the Data.
8.8 HarVarE does not warrant the availability of any connection to or transmission to or through, or the security of, the Platform or any network connection, hosting services, telecommunication services, power supply, or other facilities or services provided or used in connection with the Platform.
8.9 Neither HarVarE nor its third party providers make any warranties, express or implied, that HarVarE, the Platform, the Databases, and/or the Data will be in compliance with any applicable laws, regulations, rules, ordinances or other governmental requirements, including, but not limited to, export, import or trade control laws and laws relating to the shipment or transit of items purchased or sold through the use of the Platform, whether in the state or country where the Member is located, from which the Member accesses or uses the Platform, or any other jurisdiction.
8.10 The Member is solely responsible for compliance with, and agrees to comply with, all laws, regulations, rules, ordinances or other governmental requirements applicable to the Member, including, but not limited to, export, import or trade control laws and laws relating to the shipment or transit of items purchased or sold through the use of the Platform.
8.11 THE PLATFORM, THE DATABASES, THE DATA AND ALL RELATED SERVICES PROVIDED BY HarVarE AND/OR ITS THIRD PARTY PROVIDERS ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
8.12 HarVarE is not responsible for, provides no representations, warranties or guarantees with respect to, and will not be held liable in any way for any content, information or material on any third party website, including without limitation, any third party website accessible by a link in the Platform.
8.13 HarVarE may present on any website associated with the Platform the content, information or materials of others (such as market information, news, or other materials of general interest to Members). HarVarE shall not be responsible for the accuracy or adequacy of any of such content, information or materials; any reliance by any Member on such materials shall be solely the responsibility of such Member.
9. LIMITATION OF HarVarE'S LIABILITY. THE MEMBER UNDERSTANDS AND AGREES THAT, TO THE FULLEST EXTENT TO WHICH LIABILITY MAY BE EXCLUDED OR AVOIDED, NEITHER HarVarE NOR ITS THIRD PARTY PROVIDERS WILL HAVE ANY LIABILITY, WHETHER IN CONTRACT OR TORT OR OTHERWISE, FOR ANY LOSSES, COSTS OR DAMAGES (INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, LOSS OF BUSINESS AND/OR LOSS OF DATA), AND IN NO EVENT WILL HarVarE OR ITS THIRD PARTY PROVIDERS BE LIABLE TO THE MEMBER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXPECTANCY OR CONSEQUENTIAL DAMAGES, EVEN IF THEY ARE FORESEEN OR FORESEEABLE, ARISING OR RESULTING FROM OR RELATED TO THIS AGREEMENT, THE PLATFORM, THE DATABASES, THE DATA OR THE MEMBER'S USE OF THE PLATFORM, THE DATABASES AND/OR THE DATA, INCLUDING WITH RESPECT TO THE FORMATION AND PERFORMANCE OF TRANSACTIONS. THE MEMBER UNDERSTANDS AND AGREES THAT THE MEMBER'S SOLE REMEDY FOR ANY DISSATISFACTION WITH HarVarE AND/OR ITS THIRD PARTY PROVIDERS, THE PLATFORM, THE DATABASES AND/OR THE DATA IS TO TERMINATE THIS AGREEMENT AND DISCONTINUE THE MEMBER'S USE OF THE PLATFORM, THE DATABASES AND/OR THE DATA.
10. Limited License. Except as otherwise expressly agreed to in writing by the parties, during the term of this Agreement and subject to any payment terms, if applicable, the Member shall have a limited, revocable, non-exclusive, non-transferable, nonsublicensable, license to use the Platform solely (i) to conduct Transactions for such Member's own benefit, (ii) to access the Databases and the Data for such Member's own benefit, and (iii) for such other purposes authorized by HarVarE and in compliance with this Agreement. No license is granted to any Member hereunder to any trademark, logo or other indicia of origin owned by HarVarE, its affiliates and/or its third party providers. Except as otherwise provided in this Agreement, nothing in this Agreement shall operate to assign, license or transfer any Intellectual Property rights or any other rights or interests from HarVarE to a Member. HarVarE hereby reserves all rights owned or licensable by HarVarE that are not expressly granted herein to a Member. There are no licenses by implication under this Agreement. A Member shall not: (i) market, sell or distribute the Databases or the Data, (ii) make the Databases and/or the Data available to any other individuals, (iii) download, use, archive, publish, transmit, translate, reverse engineer, decompile, disassemble or created derivative works based on the Platform, the Databases, and/or the Data, (iv) copy the Platform, the Databases, and/or the Data (v) rent, lease, grant a security interest in or otherwise transfer or attempt to transfer any rights in or to the Platform, the Databases, and/or the Data, or (vi) remove or deface any legends, restrictions, product identification, copyright, trademark, or other proprietary notices from the Platform, the Databases or any related documentation. A Member shall not disseminate, distribute or publish the Databases over a computer network, such as a local area network (LAN), wide area network (WAN) or any other network, unless otherwise agreed to by the parties and such Member has paid the appropriate fees, if applicable.
11. Entire Agreement and Revisions. The Member understands and agrees that this Agreement constitutes the entire agreement between the Member and HarVarE regarding the Platform, the Databases and/or the Data and together supersedes and replaces any and all prior agreements between the Member and HarVarE regarding the Platform, the Databases and/or the Data and related or similar services provided by HarVarE. The Member agrees that HarVarE may revise, change, amend, modify and supplement this Agreement by (a) making such revisions, changes, amendments, modifications and supplements to the form of each such document as it is accessible by links from the Platform and (b) posting a notice on the Platform. The Member understands and agrees that by accessing and using the Platform after HarVarE posts such a notice, the Member agrees to be bound by each such revision, change, amendment, modification and supplement, and that if the Member does not so agree and does not want to be so bound, the Member's sole recourse will be to terminate this Agreement and discontinue the Member's use of the Platform, the Databases and/or the Data.
12. Changes to the Platform. HarVarE reserves the right to change the content, presentation, format, performance, facilities and availability of all or any part of the Platform, the Databases, and/or the Data at any time in HarVarE's sole discretion. HarVarE reserves the right to supplement the Platform, the Databases and/or the Data with additional services, the terms and conditions of use of which will be posted on the Platform at the time such additional services are available. The Member understands and agrees that, by accessing and using any such additional services, the Member agrees to be bound by such terms and conditions.
13. No Partnership or Similar Relationship. The Member agrees that nothing in this Agreement creates or constitutes, or will be deemed to create or constitute, a partnership, joint venture, agency relationship or other similar relationship between HarVarE and the Member.
14. Confidential Information, including without limitation, the Platform, Data and the Databases are Confidential Information of HarVarE. The Member understands and agrees that the Member will not, without the prior written consent of the supplier or provider of any Confidential Information, copy, recirculate, publish, broadcast, distribute, retransmit, or reproduce all or any part of the Confidential Information obtained or received by the Member through the use of the Platform, except that the Member may reproduce such Confidential Information strictly for such Member's own internal use.
15. Indemnification and Waiver. The Member agrees to indemnify, defend, and hold harmless HarVarE, its affiliates and their respective officers, directors, employees, agents and representatives from and against all losses, damages, injuries, liabilities, claims, demands and expenses, including reasonable attorneys' fees and legal costs, arising out of or relating to a Member's use of the Platform, including without limitation, a breach or violation of, or a failure by or inability of the Member to perform, the terms of any Transaction or any provision of this Agreement. The Member hereby waives, and hereby releases HarVarE, its affiliates and their respective officers, directors, employees, agents and representatives from, any and all claims and causes of action against HarVarE relating to or based on or arising out of any Transaction, any use of the Platform, the Databases, the Data or this Agreement.
16. Notices. The Member agrees that any notice HarVarE provides to the Member under this Agreement will be deemed to have been provided when HarVarE sends an email containing such notice to the Member at the email address provided by the Member in My HarVarE, or to such other email address of which the Member has notified HarVarE. Any notice the Member provides to HarVarE under this Agreement will be deemed to have been provided upon receipt by HarVarE of an email at support@HarVarE.com containing or regarding such notice.
17. Severability. If any term or provision of this Agreement is deemed or held to be illegal or unenforceable, all other terms and provisions of this Agreement will continue in full force and effect.
18. No Waiver. A failure or delay by HarVarE in enforcing any of its rights and remedies under this Agreement is not and will not be deemed to be a waiver of such rights and remedies.
19. Survival of Provisions. All disclaimers, indemnification and confidentiality obligations, obligations following termination and limitations on HarVarE's and/or its third party providers' liability contained in this Agreement will survive the termination of this Agreement, including without limitation this paragraph 19.
20. Further Assurances. The Member agrees that it will, at the request of HarVarE, execute a copy of this Agreement printed on paper and that the Member will execute such other documents as HarVarE deems necessary or desirable to memorialize and effectuate the terms and conditions contained in this Agreement.
21. Governing Law. The Member agrees that this Agreement will be governed by the law of the HarVarE's choosed city or province/country, without regard to choice of law principles and regardless of where the Member or HarVarE is physically located or where the Platform is accessed.
22. Jurisdiction. The Member agrees that it has sufficient contacts with the correcponding courts that in the event a legal action is filed relating to the Platform, Transactions, the Databases, the Data or this Agreement, the corresponding courts HarVarE choosed will have jurisdiction over the dispute and over the Member and HarVarE.
23. Dispute Resolution. The Member agrees to bring to HarVarE's attention any dispute the Member may have with HarVarE regarding this Agreement, the Data, the Databases or the Platform and to cooperate in good faith with HarVarE to resolve such dispute without involving third parties or outside attorneys or counsel. Except for any dispute related to Intellectual Property or Confidential Information, in the event of a dispute between Members or between the Member and HarVarE that cannot be so resolved, the Member agrees that the dispute will be settled and determined by final and binding arbitration pursuant to the corresponding Act acknowledged by the courts that HarVarE choosed.
24. No Third Party Beneficiary. The Member understands and agrees that HarVarE has no obligation to enforce the provisions of a Membership Agreement against any other Member. The Member agrees that it will not assert a claim as a third party beneficiary under such provisions or seek enforcement of any such provisions against any other Member.
25. Availability. HarVarE does not guarantee the availability of the Platform, the Databases and/or the Data or that access to the Platform, the Databases and/or the Data will be uninterrupted or error-free. HarVarE reserves the right to interrupt, limit or suspend the Platform operations from time to time for purposes of maintenance, upgrades and the like. The Member agrees that HarVarE shall not be responsible or liable for any damages arising from any interruption, suspension or termination of the Platform, the Databases and/or the Data, regardless of the cause.
26. No Liability. The Member acknowledges that the Platform is provided for use, in part, to facilitate Transactions between Members and HarVarE. Members shall be solely and completely responsible for the performance of any Transactions established through their use of the Platform and HarVarE shall have no liability whatsoever for the performance, in whole or in part, of any Transaction by any Member. HarVarE expressly disclaims any responsibility to assure the creditworthiness or business reputation of any Member.
27. Equitable Relief. In the event that the Member violates or breaches any of the Terms and Conditions of the Platform or the Membership Agreement, the Member acknowledges that such actions will cause irreparable injury to HarVarE and the Platform, for which they will have inadequate remedies at law and, therefore, HarVarE and the Platform shall be entitled to injunctive and other equitable relief in addition to all other remedies.
28. Force Majeure. Except for the Member's obligation to make payment hereunder, if applicable, neither party shall be in default if its delay or failure to perform any obligation hereunder is caused solely by supervening conditions beyond that party's reasonable control, including acts of God, civil commotion, strikes, labor disputes and governmental demands or requirements; provided that, to be excused from any such delay or failure to perform, such party must act diligently to remedy the cause of such delay or failure.
29. Taxes. Member shall pay all personal property taxes, ad valorem taxes, sales taxes, uses taxes and other Taxes that are now or that may hereafter be imposed with respect to the Platform, the Databases and/or the Data, whether such taxes shall be payable by or billed or assessed to HarVarE or to a Member, together with any penalties and interest.

Glossary

The following Glossary, together with the Membership Agreement and the Terms and Conditions, constitute a written agreement between HarVarE and each Member of the Platform. Each Member of the Platform is legally bound to comply with the Membership Agreement, this Glossary and the Terms and Conditions each time the Member uses the Platform. The capitalized terms used in the Membership Agreement, this Glossary and the Terms and Conditions have the following meanings:
"Application for Membership" means the Application for Membership that is completed and submitted for approval to HarVarE before a Person can become a Member of the Platform.
"Buyer" means a Member who registers with the Platform and submits a Request for Quote.
"Confidential Information" means all information and data received or obtained by a party in connection with a Transaction, the use by a party of the Platform, the Databases, the Data, the Membership Agreement, and/or the Terms and Conditions, including without limitation, all ideas, schemas, customer lists, sales and pricing schemes, parts information, concepts, structures, specifications, documentation, graphics, texts, images, audio or video components, designs, techniques, drawings, hardware, computer programs (including without limitation software applications and/or code), data, prototypes, processes, technology, know-how, methods of design and/or development, inventions and/or other technical, business, marketing, planning information and/or data, regardless of how such information is transmitted. Notwithstanding the foregoing, Confidential Information shall not include any part of such Confidential Information that: (a) at the time of the disclosure is, or after the disclosure becomes, part of the public domain other than by unauthorized acts of the party obligated not to disclose such Confidential Information; (b) can be demonstrated by documentation in the possession of the receiving party to have been disclosed to the receiving party by a third party, unless the receiving party knew that such Confidential Information was obtained by such third party directly or indirectly from the disclosing party with an obligation for such third party to maintain the confidentiality of such information; (c) prior to disclosure, was already in the possession of the receiving party and such possession can be demonstrated by documentation in the possession of the receiving party, unless the receiving party knew that such Confidential Information was obtained directly or indirectly from the disclosing party with an obligation to maintain the confidentiality of such information; or (d) can be demonstrated by the receiving party to have been independently developed by the receiving party without use of any Confidential Information and without breach of any of the provisions of the Membership Agreement, this Glossary or the Terms and Conditions.
"Confirmation of a Purchase Order" means the act of clicking on the "Confirm" button by HarVarE that has received a Purchase Order from a Buyer on the Platform.
"Data" means part numbers, manufacturer identification, part descriptions, product information, pin numbers (including without limitation pin for pin replacements), parts classification scheme, datasheets and text, which have been developed by or for HarVarE and are made available through the Databases.
"Database(s)" mean HarVarE's proprietary databases (as a whole and any part of any of them) for semiconductors ("Semiconductor Database"), passives ("Passives Database"), and connectors and electromechanical components ("PCB Database") embodied in any format. "Platform" means the online technical platform and related services provided by HarVarE at www.HarVarE.com, or such other web site as determined by HarVarE in its sole discretion and all computer hardware, software, programs, computer code, Intellectual Property, databases, networking facilities, equipment, assets, interfaces, components and other property that are used to provide or support the provision of the online platform and related services by HarVarE.
"Intellectual Property" means all intellectual property and all rights thereto, including, without limitation, trademarks, service marks, trade names, trade dress, inventions, developments, improvements, patents, trade secrets, copyrights, database rights, design rights, Database(s) and Data (and all portions thereof), know-how, domain names, computer code, computer software programs and applications, and any other intellectual property right, and including all issued patents or registrations or applications for patents or registration of the foregoing and all documentation and files relating to the foregoing. 
"Member" means each Person whose Application for Membership has been approved by HarVarE and, where appropriate, includes each director, officer, employee, agent and representative of such Person.
"Member Account Data" means all data collected by the Platform from the Member during the registration process and any modifications thereto made by the Member using My HarVarE.
"Member Data" means all (i) Member Account Data and (ii) Transaction Data in connection with the Member's use of the Platform.
"Member ID and Password" means the unique identification number and password assigned to or selected by the Member for use in accessing and using the Platform.
"Membership Agreement" means the Membership Agreement between HarVarE and each Member, a copy of which is available by clicking on this link: Membership Agreement.
"My HarVarE" means the functions of the Platform that allow a Member to review and/or modify Member Account Data the Member supplied when registering to become a Member.
"HarVarE" means HarVarE.com. and its affiliates.
"Person" means any individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, governmental agency, public corporation, or any other legal or commercial entity.
"Purchase Order" means a Buyer's order of items from HarVarE that contains all of the information required pursuant to the instructions for a Purchase Order on the Platform, including the part numbers of the items, quantity, price, delivery date, and any additional required description of items.
"Quote" means submission to or through the Platform, in response to a Request for Quote, which contains all of the information required pursuant to the instructions for a Quote on the Platform.
"Request for Quote" means a Buyer's submission to or through the Platform for items the Buyer desires to purchase from HarVarE that contains all of the information required pursuant to the instructions for a Request for Quote on the Platform.
"Taxes" means any country, federal, state, province, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, wind fall profits, environmental, customs, duties, tariff, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, registration, value added, alternative or add-on minimum, estimated or other tax or charge of any kind whatsoever, or any escheat obligations including any interest, penalty or addition, whether disputed or not.
"Terms and Conditions" means the Terms and Conditions of Use of the Platform, a copy of which is available by clicking on this link: Terms and Conditions.
"Transaction" means all communications between a Buyer and a Seller in the Platform in connection with a purchase and sale transaction between a Buyer and a Seller, including, without limitation, the Confirmation of a Purchase Order in response to a Purchase Order issued by a Buyer and all subsequent activity related thereto.
"Transaction Data" means all data collected by the Platform in connection with a Transaction.

Terms and Conditions

The following Terms and Conditions of the Platform, together with the Membership Agreement and the Glossary, constitute a written agreement between HarVarE and each Member of the Platform. Each Member of the Platform is legally bound to comply with the following Terms and Conditions each time the Member uses the Platform. All capitalized terms used in these Terms and Conditions are defined in the Glossary.
How to Use the Buy and Sell Feature.
Log In Procedures. To use the Platform, a Member must log in to the Platform website at www.HarVarE.com and follow all log in instructions and complete all log in fields regarding the Platform presented on the website.
Creating a Request for Quote. A Buyer may create a Request for Quote by following the instructions provided on the Platform website. To increase the likelihood of successfully obtaining the desired item, a Buyer must precisely describe in the Request for Quote all required information as indicated on the "Request for Quote" page.
Notification. After a Buyer submits a Request for Quote, A Seller will be notified by e-mail or fax of the Buyer's Request for Quote, and the Seller will determine whether to submit a Quote to the Buyer's Request for Quote.
Negotiating Terms. For any Quote submitted to a Request For Quote against an individual line item, a dialog function may be used for communications between the Buyer who issued the Request For Quote and the Seller. Buyer and Seller may use this communication function to come to terms with respect to price or other details of the transaction.
Issuing a Purchase Order. If a Buyer finds acceptable the terms of a Quote submitted by Seller for an individual line item on a Request For Quote, the Buyer may select that Quote (or multiple Quotes) for inclusion in a Purchase Order. The Buyer may then create a Purchase Order.
Confirming a Purchase Order. When A Seller receives a Purchase Order on the Platform, the Seller will review the details of the Purchase Order. The Seller may then Confirm the Purchase Order. When the Seller Confirms the Purchase Order, the Buyer and the Seller have entered into and are obligated to complete a Transaction pursuant to such Purchase Order or such other agreed terms.
Getting Help. The "Help" pages on the Platform are a quick and easy reference, and they exist to provide answers to frequently asked questions about the Platform. To access the help pages, click the "Help" button at the top of each page in the Platform. Members can also access the "Help" pages by clicking the "HELP" link or the "FAQ" link from the log in page.
Terms and Conditions of a Transaction. Each Transaction that follows the Confirmation of a Purchase Order by A Seller in response to receipt of such Purchase Order from a Buyer will be consummated on the terms and conditions set forth in the Seller's sales invoice, including any special terms and conditions contained therein. Unless specifically otherwise agreed to, Members will adhere to all commercially reasonable practices that may have been established between a Buyer and A Seller through a course of conduct or prior dealings. In interpreting the content of the communications creating a Transaction, any conflict in the communications shall be resolved by giving priority to the communications in the following order of precedence:
 - Sales Invoice;
 - Purchase Order;
 - Negotiations, giving priority to the most recent communication;
 - Comments within any Quote;
 - Quote; and
 - Request For Quote.
Buyers and Sellers shall be solely responsible for determining the adequacy of their communications in providing a basis for the performance of any related Transactions.
Member Conduct
Members Only. Only Members may use the Platform. To use the Platform, a Member must successfully register and agree to comply with and continue to comply with all of the provisions of the Membership Agreement. Access to separate features of the Platform may be determined by the subscription level for each Member.
System Integrity and Reliability. No Member may access or use the Platform through any method or device other than the Member log-in procedure specified by HarVarE. No Member may submit any data, record or other communication to or through the Platform that contains any viruses, Trojan Horses, worms, time bombs, cancelbots, or other computer programming routines intended or designed to delete, damage or disrupt data or to otherwise detrimentally interfere with the functions and operations of the Platform or of the computer systems and networks that access the Platform.
Prohibited Conduct. In using the Platform, a Member will not:
1. submit a Request for Quote for items the Member does not intend or does not have the ability to purchase and take delivery of; or
2. transmit false or misleading data, information or other material to HarVarE or any other Member to or through the Platform; or
3. transmit any data, information or other material to HarVarE or any other Member to or through the Platform that violates or infringes on the Intellectual Property of any Person or that violates any law, statute, rule, ordinance, regulation or order; or
4. transmit defamatory, libelous, pornographic, obscene, tortious, immoral, indecent, offensive, threatening, harassing or otherwise improper or inappropriate data, information or other material to HarVarE or any other Member, or to or through the Platform.
5. engage in any behavior or activity designed or intended to manipulate or create a false or misleading impression regarding the market and purchase and sale terms for items purchased or sold in connection with the use of the Platform; or
6. submit a Request For Quote, Quote, Purchase Order, or enter into a Transaction that conflicts with any law, statute, rule, ordinance, regulation or order applicable to the Member or the Transaction; or
7. enter into any Transaction that HarVarE has prohibited or has declared to be unauthorized; or
8. do or aid or cause any other Person to do anything that impairs, hinders or delays the use of the Platform by other Members or the consummation of any Transaction between other Members.
Responsibility for Use of the Platform. Each Member assumes full liability and responsibility for all uses of the Platform (including, without limitation, the liability and responsibility to consummate all Transactions, where applicable) by each Person who uses the Member's Member ID and Password to access and use the Platform, regardless of whether such Person is authorized by the Member or known to the Member.
Reporting of Violations or Unauthorized Use. Each Member will promptly notify HarVarE of (a) any actual or suspected violation of the Membership Agreement or these Terms and Conditions by any Member or any other Person, (b) any theft, loss or compromising of the Member's Member ID and Password, and (c) any unauthorized or improper, or potential for unauthorized or improper, access to or use of the Platform by any Person, including any Member.
Security and Quality Assurances. Members shall take reasonable precautions to preserve the security of the Platform and the privacy of other Members regarding their use of the Platform, the Databases and/or the Data, any Transactions or any Transaction Data of other Members. Members shall not (a) breach or attempt to breach the security of computers or other hardware, network servers or telecommunication facilities, software or data relating to the Platform or used by any other Member or third party that is interfacing with any part of the Platform or (b) use or distribute on the Platform any software or other tools or devices designed to compromise privacy or security.
Termination and Suspension
Termination and Suspension. HarVarE may terminate or suspend the Platform membership of any Member at any time for any reason or no reason upon notice to the Member. When HarVarE terminates or suspends the membership of a Member, (a) such Member must stop using the Platform, including without limitation the Databases and/or the Data, unless and until notified by HarVarE that the Member has been reinstated as a Member and (b) HarVarE has the right, immediately and for the duration of such termination or suspension, to block such Member's access to and use of the Platform, including without limitation the Databases and/or the Data. If, at the time of a termination or suspension of a Member, the Member has any Request for Quote or Quote outstanding in the Platform, HarVarE may, without further liability, remove such Request for Quote or Quote without prior notice.
Reinstatement. A Member whose membership in the Platform has been terminated or suspended by HarVarE may request reinstatement of such membership by contacting HarVarE. HarVarE, acting in its sole discretion, may reinstate a Member following any termination or suspension of membership.
Member Representations and Warranties. Each time a Member accesses or uses the Platform, the Member makes the following representations and warranties to HarVarE:
1. The Member has the authority to access and use the Platform and to bind and obligate the Member to consummate all Transactions entered into through use of the Platform.
2. If the Member is not a natural person, the Person accessing or using the Platform using the Member's Member ID and Password is duly authorized by the Member to access and use the Platform and to bind and obligate the Member to consummate Transactions entered into through use of the Platform.
3. Each Transaction the Member engages in will comply with all applicable foreign, international, federal, state, and local laws, statutes, regulations, rules, ordinances, orders and other governmental requirements, including, but not limited to, export, import or trade control laws and laws relating to the shipment or transit of goods purchased or sold through use of the Platform.
4. The Member intends to and is financially and in all other ways able to purchase, pay for and take delivery of the items identified in each Purchase Order submitted by the Member on the terms and conditions set forth in the Purchase Order.
5. The Member is properly following the procedures for use of the Platform and is in compliance with all of the provisions of the Membership Agreement.

This privacy policy is intended to apply to the HarVarE.com generally; however, certain provisions of this privacy policy may only apply to one or more of the Find and/or Buy and Sell modules, respectively. To the extent that members utilize the corresponding modules, various subsidiaries of HarVarE may have access to information related to the member's use of the modules.
The owners and operators understand that its members' privacy is of critical importance to its success as a marketplace where business can be transacted while protecting the interests of all parties. The service is committed to best practices in terms of privacy safeguards for its members, and wants to hear of any concerns members or prospective members may have.
1. What information does HarVarE collect?
When you register to become a member of HarVarE, you fill out a registration form that includes name, company, location, address, e-mail address, billing address, title, job function, and the business in which your company is engaged. All registration information is collected by HarVarE. When you log on to HarVarE, HarVarE will collect information about your activities on the site, including, but not limited to, what product information you access on the site, as well as any information you enter into Request for Quote (RFQ), Quote, Purchase Order (PO), PO confirmation, or bill of materials screens.
2. How is the information used?

The information from activity in the Platform may be used by HarVarE to market and promote its other services to members. Statistical information about activity may be used by HarVarE or transferred to third parties for marketing, promotion, market research, or other purposes, at HarVarE's sole discretion.

The information from the Buy and Sell module is used by HarVarE to provide better services, including, but not limited to, implementing the functions of the Buy and Sell module. Storing RFQ, Quote, PO, and PO confirmation information in a database allows members to easily access and view their own active or archived documents, see the status of individual line items, as well as view earlier documents. Viewing these database-driven screens will let a buyer review the status of all RFQs in one place, see quotes responsive to RFQs the buyer sent to its suppliers, for example, and instantly see any price or delivery issues that may be developing. A supplier can see all incoming RFQs, POs, and other communications from buyers in order to facilitate rapid response.
Information gathered about components or component types members locate, quote, or buy, or about which they access information, may be used by HarVarE to select what advertising messages they see when on the site. HarVarE may also issue marketing or informational mail (via e-mail, fax, or postal service) to members whose interest in a part or part type has been identified, but members will be able to opt out of any such mail.
3. With whom may the information be shared?

The information from activity in the modules may be used by HarVarE to market and promote its other services to members. Statistical information about activity on the modules may be used by HarVarE or transferred to third parties for marketing, promotion, market research, or other purposes, at HarVarE's sole discretion.

The Buy and Sell module establishes private communications between buyers and sellers of electronic components in order to create an efficient marketplace environment where members can locate the parts they need and buy, sell, and negotiate with a greatly reduced investment in time and effort.
Buyers using the Buy and Sell module cannot see information in the system relating to other individual buyers and their activities in the Buy and Sell module. Only the suppliers selected by a buyer see that particular buyer's RFQ, PO, or contact/billing information, and a supplier sees only the RFQ information that pertains to items the buyer has selected such supplier to quote. Profile information about supplier companies is visible to all members using the system, but all direct supplier communication with a buyer is visible only to the buyer to whom it is directed.
Three types of strictly limited information transfers between the Buy and Sell module are permitted to improve the service HarVarE can offer to members using the Buy and Sell module:
A. Market Failure. Whether or not buyer-selected suppliers active in the Buy and Sell module are unable to provide quotes fulfilling a buyer's requirements for a component by the quote deadline set by the buyer on a RFQ, some other members may receive essentially the same information a buyer-selected supplier would see: 1) the name of the buyer, 2) part number, 3) manufacturer, 4) quantity, 5) target price, 6) comments, and 7) required delivery dates. If any of them can locate the needed parts, he/she will quote them to the buyer.
B. Parts availability search. To help it find components for buyers, HarVarE may access only the following information from the Buy and Sell database referenced by part number: 1) component manufacturer, 2) quantity, 3) date, and 4) either a) the buyer who issued an RFQ for or purchased the parts or b) the supplier who quoted or sold the parts. The information HarVarE sees while accessing this information will not connect a buyer name and a seller name for any transaction or communication.
C. Registration. The Buy and Sell module will share member registration information so members will not need to register twice.
The Buy and Sell module will not:
 - Provide any other third party with any information whatsoever about prices quoted or negotiated with third parties in Buy and Sell, including both an individual member's pricing information, and pricing data in aggregated form.
 - Release to any third party information traceable to individual members (users or companies) or their bills of materials, transactions or other activity in the Buy and Sell module, except as specified in Section 3 of this policy, to a data processor engaged by HarVarE and subject to the restriction specified in this policy or as required by law (for example, under court order or subpoena).
The Buy and Sell module will:
 - Make available to any individual member, on request, certain tracking information about such individual member should such information be gathered by the Buy and Sell module, for review and correction purposes. Each member may review and correct the information located in his or her "My HarVarE" web page. Each time a member logs in to the Buy and Sell module, such member may review his or her transaction history as recorded on the Request For Quote, Quote, Purchase Order or Purchase Order Confirmation web pages. Information summarizing a company's activities will be made available to such company's designated administrative contact.
 - Make public or transfer to third parties aggregated information about activity in the Buy and Sell module for marketing, promotion, market research, or other purposes, at HarVarE's sole discretion. This aggregated information will not be traceable to individual members of HarVarE, nor will it include pricing information.
4. Who is collecting the information?
HarVarE collects the information.
5. What choices are available regarding collection, use, and distribution of the information?
When you register to use HarVarE and indicate your acceptance of the terms and conditions of the HarVarE Membership Agreement, you are agreeing to the collection, use, and distribution of information gathered by HarVarE while you are logged onto the site and using its services, as described above and in the Membership Agreement and related terms and conditions. Failure to provide the registration information will prevent you from becoming a member of HarVarE.
You may choose to opt out of delivery (via e-mail, fax, or postal service) of informational notifications that pertain to components you have listed on RFQs or POs, such as end-of-life notices and specification change notices. You may also choose to opt out of any other type of information delivery service provided by HarVarE.
6. What security procedures are used to protect the loss, misuse, or alteration of the information?
Your registration information and any documents you have created are password-protected so that only you and HarVarE have access to that information. You can access this information using your member ID and password. We recommend that you do not divulge your password to anyone. HarVarE will never ask you for your password in an unsolicited phone call or email. Remember to sign out of your HarVarE account and clear your browser window when you finish your work, to ensure that others cannot access your information.
HarVarE strive to protect you and your information. However, no system can be guaranteed. We cannot ensure or warrant the security of any information that you transmit to us, and, therefore, you do so at your own risk (see HarVarE Membership Agreement). Once we receive your information, we use our best efforts to ensure its security on our systems.
7. How does HarVarE use cookies?
A cookie is a small data file that some Web sites write to your computer's hard drive when you visit them. A cookie file can contain information, such as a member ID, that the site uses to track the pages you've visited, but the only personal information a cookie can contain is information you supply yourself.
HarVarE may use cookies to make it possible for you to enter various parts of the site without having to log on each time. If you set your browser preferences so that HarVarE cannot place a cookie on your system, you may not use all the features of HarVarE.

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