Semicentral, Inc. User Agreement

1. How this agreement works

1.1 Introduction

Welcome to Semicentral, Inc’s online buying and selling community (the “Site”). This User Agreement (“Agreement”) lists the terms of the agreement between you and Semicentral, Inc. for the buying and selling of electronic components, and all other services that we provide (the “Services”). By completing the registration process, you agree to accept the terms and conditions of this Agreement and to become a registered user of this Site.

1.2 Modification

If we change this Agreement, we shall post a revised version of this Agreement here, which shall automatically replace the terms of this Agreement. Your continued use of the Site and the Services following Semicentral's posting of a revised Agreement will constitute your acceptance of the revised Agreement. If you do not agree with the terms of this Agreement or any revised version of this Agreement, do not continue to use the Services or this Site.

1.3 Additional Policies

This Agreement incorporates by reference the following policies and documents also found on this Site:

• Privacy Policy
• Information Central

2. Who we are and what we do

2.1 Service Provider

Semicentral.com is a website service that allows registered users who want to buy components (“Buyers”) to find components to purchase from registered users who want to sell their components (“Sellers”). The fulfillment of confirmed orders, including delivery and shipment, is the responsibility of the Seller. Please remember that Semicentral.com acts as a marketplace only to allow buyers and sellers to interact regarding electronic components.

3. How to become a registered user

3.1 Requirements

To be a registered user of this Site, you must agree to accept the terms and conditions of this Agreement, and you must have a valid credit or debit card that we accept (see Section 5.2 below for further details). You may only use the Services if you are able to form legally binding contracts, are over the age of 18, and are not temporarily or indefinitely suspended from our Sites. If you do not qualify, please do not use or try to use the Services. If you are under the age of 18, you may only use this site in conjunction with and under the supervision of your parents or guardians.

3.2 Registration

We will not accept any request from you to buy or sell components before you have registered with us. To register, you must provide your legal and current name, address, phone number, an active email address, and a valid credit or debit card.

3.3 Email Address and Password

You will need an email address and password to access the Site and use the Services. You are solely responsible for maintaining the security of your email address and password and for all activity that occurs under your email address and password. You should not disclose your password to any other person

4. Listing Items as a Seller

4.1 Listing Process

A registered user who wants to sell components may list the same in the Semicentral.com marketplace. As part of the listing process, the Seller assigns a price to the items.

4.2 Auction-Style, Fixed Price

A Seller who lists an item for sale on the Site may choose to sell such item in one of two formats: (i) auction-style or (ii) fixed price.

• Auction-Style: the Seller sets the per-unit minimum price and listing length. Users of the Site can then bid on the Seller's items (s).
• Fixed Price: the Seller sets a definite price at which the items (s) will sell immediately when a Buyer places an order for the items(s).

4.3 Seller Responsibility

Once a Seller confirms a purchase of an item from a Buyer, Seller is responsible for fulfilling the order with the exact item that the Seller listed. The Seller will be charged a replacement fee if Seller lists items for sale and is unable to produce the exact items the Seller listed. Semicentral.com is not responsible for any errors made by the Seller in the listing or pricing of items and is not liable for any such errors.

5. Finding items and placing orders as a Buyer

5.1 Placing Orders and Bids

To order an item, a Buyer first browses the Semicentral.com listings for items that match what the Buyer is seeking. When the Buyer finds desirable items, the Buyer places an “order” or “bid” to purchase the item(s). All orders and bids are final and, once placed, cannot be cancelled or retracted. Placing an order or winning bid does not complete the sale. Sellers have 24 hours to receive notification of an order and confirm delivery. The sale is complete and Semicentral’s Guarantee to the Buyer takes effect only after the Seller has confirmed delivery and the Buyer’s credit or debit card has been charged.

5.2 Credit Card Authorization

The Buyer's credit or debit card is not charged until the Buyer’s order is confirmed by the Seller. However, when a Buyer places an order or bid, we obtain an authorization from the Buyer's credit or debit card for the full order amount, which equals to the total item price, plus a shipping or handling charge. The authorization remains on the Buyer's credit card until the sale is completed or the order is cancelled. Although an authorization is not a charge, debit card issuers will place a hold on funds when an authorization is obtained by Semicentral. When Bidding for Items, an authorization is sent to the Buyer’s credit or debit card for each bid the Buyer places. Please contact your financial institution to better understand their policies on such matters. In all cases, Semicentral is not responsible for any bank fees or other penalties resulting from authorizations and/or charges to the Buyer’s credit or debit card when the Buyer places orders or bids on auction-style listings. Semicentral discourages the use of debit cards for purchasing items and bidding on auction-style listings.

5.4 Seller Comments

Semicentral does not guarantee any information provided by Sellers in the Seller Comments area of item listings.

6. Notifying the Seller of the order.

6.1 Notification

Once we obtain a purchase order from a Buyer, we notify the Seller of the sale via email that a Buyer has purchased the listed items at the listed price and is willing to pay the shipping or handling charges that we have calculated for the item sale. At this time, Semicentral verifies the authenticity of the order and reserves the right to cancel any order that it identifies as fraudulent.

6.2 Seller's Confirmation

In most cases the Seller confirms the order within 24 hours using our automated online confirmation process. If the Seller cannot ship the items immediately upon confirming an order, the Seller must, when confirming the order, provide the date the Seller expects to be able to ship the items to the Buyer. If the expected ship date changes, it is the Seller's responsibility to contact Semicentral in advance and provide a new expected ship date. In all cases, if the Seller does not ship the items on or before the expected ship date and a new ship date was not provided in advance to Semicentral, Semicentral reserves the right to cancel the order at any time and charge the Seller a late shipment fee, plus any costs Semicentral incurs to fulfill the Buyer’s order under the terms of Semicentral’s Buyer’s Guarantee. These charges may include, but are not limited to, cost of replacement items, rerouting charges, and refunds to the Buyer.

7. Completing the sale

7.1 Credit Card Charge

Once the Seller confirms the order, we charge the Buyer's credit card for the total sale price, plus the shipping or handling charges and any taxes. At no time do we provide the Buyer's credit card information to the Seller. The credit card charge is paid to us, and the Seller is compensated for the sale according to the payment policy in the Information Central.

7.2 Dispute Resolution

After receiving the items, if a Buyer is dissatisfied with any part of the purchase, the Buyer must follow the rules for dispute resolution set forth in our Buyer’s Guarantee.

8. Your relationship with us.

8.1 Permission

As a Buyer, you grant Semicentral permission to charge your credit card for the purchase of item(s). As a Seller, you grant Semicentral permission to charge your credit card if you, at any time, fail to deliver the items you've listed or deliver invalid, fraudulent, counterfeit, or misrepresented items. These charges may include, but are not limited to, the cost of replacement items, rerouting charges, refunds to the Buyer, and other charges we incur to satisfy the Buyer under the terms of Semicentral's Buyer's Guarantee.

8.2 Grant of License

You grant Semicentral a perpetual, non-exclusive, transferable, worldwide, irrevocable, royalty-free right to exercise publicity, database, trademark and copyright rights, including the right to reproduce, modify, adapt, publish and display on the Site and on the sites of our partners and affiliated companies, any content you may provide to Semicentral in connection with your use of Semicentral and its Services. You agree that Semicentral shall be permitted to use your name or user ID, home city and other ancillary information (for example, the number of years you have been a Semicentral user) in connection with the content in conjunction with Semicentral's marketing, promotion and publicity efforts in any media known now or in the future.

8.3 Release

Semicentral acts as a marketplace only to allow buyers and sellers to interact regarding items. In all cases, the submission and confirmation of orders are transactions between Buyers and Sellers only. The fulfillment of confirmed orders, including delivery and shipment of items, is the responsibility of the Seller. If you have a dispute with one or more registered users, you release Semicentral and all affiliated companies, officers, directors, agents, parents, subsidiaries, legal representatives and employees from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. You acknowledge that California Civil Code Section 1542 provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of California, you agree to waive California Civil Code Section 1542. If you are a resident of any other state or foreign country, you agree to waive in advance any similar laws of such other jurisdiction.

8.4 Privacy

We use your information only as described in the Semicentral Privacy Policy. If you object to your Information being transferred or used in this way please do not use our services.

9. Things we don't allow

9.1 Offline Transactions

You agree not to use the Semicentral website to (a) contact other Semicentral users, (b) invite contact with other Semicentral users, (c) solicit sales outside of Semicentral, or (d) initiate or engage in transactions (either purchases or sales) outside of Semicentral. Semicentral is not responsible for any damages or lost profits that result from Semicentral users directly contacting other Semicentral users or for any damages or lost profits resulting from transactions conducted outside of Semicentral, including transactions that originate at Semicentral and are taken offline.

9.2 Personal Information in Seller Comments

As a Seller, you agree not to place any personal information (including, but not limited to, addresses, phone numbers, or email addresses) in the Seller Comments area of item listings.

9.3 Abusive Behavior

You agree not to use abusive language or behave in an abusive manner to any Semicentral employee or customer.

9.4 Adult Materials

You agree not to list, sell or buy any adult materials, obscene materials or pornographic materials through the Site, directly or indirectly, and you agree not to use any names or other information found on or via this Site to do so.

9.5 Illegal Activity

You agree not to use this Site for unlawful purposes or in an unlawful manner. You agree to comply with all applicable local, state, federal and international laws, statutes and regulations regarding use of the Site and the selling of items. You agree not to use or permit anyone to use information provided through the Site for any unlawful or unauthorized purpose. You agree not to register under a false name or use an invalid or unauthorized credit card. You agree not to copy, modify, or distribute any content from the Site, including Semicentral's copyrights and trademarks, and/or link to the Site without Semicentral’s prior written permission.

9.6 Double Posting and Removal of Items

To post an item for sale on the Site, you must first register with the Site. Once an item is posted, we strongly discourage posting that item for sale elsewhere. If you choose to sell your item in an auction-style format we require you to list your item for sale at Semicentral exclusively. If you choose to sell your item in a fixed price format, you may post your item for sale in other marketplaces but are required to remove your item from the Site immediately if your item sells elsewhere. Except as provided herein, you agree not to promote the sale of items through any site other than Semicentral without express permission from Semicentral. We reserve the right to prohibit users from posting items at Semicentral if they are not able to provide the exact items that were posted at Semicentral. If you, at any time, fail to deliver the items you've listed or deliver invalid, fraudulent, or misrepresented items, Semicentral reserves the right to cancel the order, return the items to you, and hold you liable for any and all charges we incur to satisfy the Buyer under the terms of Semicentral’s Buyer’s Guarantee. These charges may include, but are not limited to, cost of replacement items, rerouting charges, and refunds to the Buyer. To learn about providing accurate, detailed information in your listings, read about Providing Item Details.

9.7 Stolen Property

The sale of stolen property on Semicentral is strictly forbidden, and violates state, federal and international law. Semicentral strongly supports law enforcement efforts to recover stolen property that is listed on the Site, and urges the prosecution of those responsible for knowingly attempting to sell such items on Semicentral. Stolen property includes items taken from private individuals, as well as property taken without authorization from companies or governments.

9.8 Promotional Materials

The Buyer name and address information is provided to Sellers for the sole purpose of shipping the specific purchased item (s) and may not be used by the Seller for any other purpose, either in connection with such shipment(s) or separately from such shipment(s). If you are a Seller, you agree not to include in your shipment to the Buyer any promotional or other commercial material that is not provided or approved by Semicentral. This includes, without limitation, material that announces a website or invites the Buyer to visit a website other than Semicentral, catalogs, business cards, business reply cards, bookmarks, coupons, flyers, solicitations or other marketing or advertising material. You agree not to separately contact the Buyer at any time for any reason.

10. Consequences

10.1 Investigations

We may investigate complaints and violations of our policies. You agree to cooperate fully with such investigations, including without limitation, providing us specific information regarding your right to an item, the source of an item, your acquisition of an item, and the price you paid for an item.

10.2 Violations, Termination and Suspension

We may take any action that we deem appropriate in our sole discretion (including without limitation issuing a warning, suspending or terminating service, denying access, removing a listing or recommending you edit a listing) if: (a) you breach this Agreement or any document it incorporates by reference; (b) you are unwilling to cooperate with our investigation of a complaint or reported violation; (c) we are unable to verify or authenticate any information you provide; or (d) we believe your conduct may cause legal liability for you, for other users, or for Semicentral. You agree that payments owing to you for sales made through this Site may be suspended or delayed pending our investigation. Semicentral is not obligated to pay you for any sales if we have a good faith basis to believe such sales were unlawful or otherwise made in material violation of this agreement.

10.3 Disclosure of Information

You agree that Semicentral may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other relevant third parties. Semicentral will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

10.4 Making Adjustments

You authorize us to withhold payment or charge your credit card account any amount you owe us if (a) a sale is cancelled for any reason; (b) an adjustment is made under our Buyer’s Guarantee; (c) we reasonably believe that you have committed fraud or other illegal act or omission during any buying or selling activity; (d) you are not able to produce the exact items that you listed on the Site; (e) you deliver incorrect or misrepresented items for any order or portion of an order, (f) you fail to ship items by the expected ship date you provided without notifying Semicentral in advance or (g) you otherwise owe us a specific amount. If any of these things happen, we may also deduct from any amount we owe you the amount you owe us.

11. Your warranties to us

11.1 Accurate Descriptions

For all items you list as the Seller, you warrant that your descriptions of the items accurately detail and describe the items offered for sale. If you, at any time, deliver invalid, fraudulent, or misrepresented items, Semicentral reserves the right to cancel the order, return the items to you, and hold you liable for any and all charges we incur to satisfy the Buyer under the terms of Semicentral’s Buyer’s Guarantee. These charges may include, but are not limited to, cost of replacement items, rerouting charges, and refunds to the Buyer.

11.2 Other Information

You represent and warrant that any information you provide to us, to other users, or to visitors (a) is not false, inaccurate, misleading, obscene or defamatory; (b) is not fraudulent; (c) does not involve the sale of counterfeit or stolen items; (d) does not infringe any third party's copyright, patent, trademark, trade secret, rights of publicity or privacy, or other right; (e) does not violate any law, statute, ordinance or regulation, including without limitation those governing consumer protection, unfair competition, anti-discrimination or false advertising; and, (f) does not contain any viruses or any programming that is intended to damage, interfere with, intercept or expropriate any system, data or personal information.

11.3 Laws and Regulations

You warrant that you will comply with all applicable local, state, federal and international laws, statutes and regulations regarding use of the Site and selling value of the items. Semicentral does not monitor, obtain, nor have any knowledge of the face value of items listed on the Site.

11.4 Indemnity

You agree to indemnify and hold Semicentral and (if applicable) any parent, subsidiaries, affiliates, officers, directors, attorneys, agents and employees, harmless against any claim or demand and all liabilities, costs and expenses (including reasonable attorneys' fees) incurred by Semicentral and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents, attorneys and employees that arise out of any claim asserted by a third party that involves, relates to or concerns any of your actions or omissions on this Site, including but not limited to your breach of this Agreement, or your violation of any law or the rights of a third party.

12. What we don't warrant (disclaimers of warranties and limitations of liability).

12.1 No Warranty

Except for the express warranties stated in this Agreement, Semicentral provides the software, site and services on an “as is” basis and “as available” basis without any warranties of any kind. Semicentral makes no warranty with respect to its software, any items, any event, the services Semicentral provides, or that sellers or buyers will perform as promised, and Semicentral expressly disclaims all such warranties, whether express, statutory or implied, including without limitation any warranties of merchantability, title, non-infringement of third party rights or fitness for a particular purpose. This warranty disclaimer affects your legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction. Some jurisdictions do not allow exclusions of implied warranties or limitations on how long an implied warranty lasts, so the above exclusion may not apply to you.

12.2 Waiver of Consequential Damages; Liability Limit

Semicentral expressly disclaims any responsibility for any lost profits or special, consequential, incidental, or exemplary damages (including without limitation indirect and special damages) that may result from the services or the site, or the suspension, termination or malfunction of the services or the site. Semicentral's liability to you or anyone else in any circumstance is limited to the lesser of (a) $100, and (b) the total dollar amount of all items and other items you bought and/or sold via Semicentral in the 12 months prior to the action allegedly giving rise to liability. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusions or limitations may not apply to you.

12.3 Allocation of Risk

You acknowledge and agree that the foregoing disclaimers and limitations of liability represent bargained for allocations of risk, and that the pricing and other terms and conditions of this agreement reflect such allocations of risk.

12.4 Tax Indemnity

You agree that Semicentral is not responsible in any way for the accuracy or suitability of any payment of taxes to any entity on your behalf. You shall indemnify and hold Semicentral and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents and employees harmless against all liabilities, costs, interest and expenses (including reasonable attorneys' fees) incurred by Semicentral that arise out of any third party or governmental claim that involves, relates to or concerns (i) any federal, state or county tax obligation or amounts due or owing under any tax regulation, law, order or decree or (ii) any dispute concerning the tax status of Semicentral.

12.5 Change or Suspension of Site

Semicentral reserves the right at any time to modify or discontinue, temporarily or permanently, the Site or any part of the Site with or without notice. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuance of the Site or any Services under this Agreement, for any reason. We do not guarantee continuous, uninterrupted or secure access to our service, and operation of our Site may be interfered with by numerous factors outside of our control. Semicentral is never, for any reason, responsible for items listed on the site that do not sell, including items that remain unsold during a site outage.

13. We own the intellectual property rights to our Site and Service.

13.1 Ownership of Intellectual Property

You acknowledge and agree that (i) our patents, trademarks, trade names, service marks, copyrights and other intellectual property (collectively, "Intellectual Property") are and shall remain our sole property, and (ii) nothing in this agreement shall confer in you any right of ownership or license rights in our Intellectual Property. In addition, you shall not now or in the future contest the validity of Semicentral's Intellectual Property.

13.2 Copyright

Copyright © 2007, Semicentral, Inc. The software and the Site, including without limitation all text, graphics, logos, buttons, icons, images, audio clips, and computer programs, are the property of Semicentral or its suppliers, and are protected by U.S. and international copyright, trademark and other laws. The compilation (meaning the collection, arrangement, and assembly) of all content on the Site is the exclusive property of Semicentral and protected by U.S. and international copyright law. Any unauthorized reproduction, modification, distribution, transmission, republication, display, or performance of the software or the content on the Site is strictly prohibited.

14. Additional terms that affect our agreement

14.1 No Agency

You and Semicentral are independent contractors, and no agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by this Agreement.

14.2 Notices

Except as expressly stated otherwise, all notices to Semicentral shall be sent to the email addresses provided on the Site (e.g., customerservice@Semicentral.com). Our street address is 80 Austin Boulevard, Commack, New York 11725. Except as expressly stated otherwise, all notices to you shall be sent to the email address you provided to us during the registration process. Such notice shall be deemed given one business day after the email is sent.

14.3 Governing Law; Arbitration

This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, U.S.A., without regard to its provisions governing conflicts of law. Except for allegations that you have infringed or have threatened to infringe our intellectual property rights, you and we agree that any dispute or controversy between us, or arising under or concerning performance or breach of this Agreement, shall be settled by one arbitrator in binding arbitration, to be held in New York, U.S.A., under the then-current rules of the American Arbitration Association. Judgment on the arbitration award may be entered in any court of competent jurisdiction. If we allege that you have infringed or threatened to infringe our intellectual property rights, then, in addition to any other rights and remedies we may have, we may seek any preliminary or permanent injunctive relief from any court of competent jurisdiction. For such actions, you consent to the exclusive personal jurisdiction and venue of the federal and state courts in and for New York, U.S.A.

14.4 Miscellaneous

This Agreement (and all documents incorporated by reference) constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made in accordance with the express terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable under any circumstances, its application in any other circumstances and the remaining provisions of this Agreement shall not be affected. You may not assign or transfer this Agreement, or any of its rights or obligations, without the prior written consent of Semicentral, which we can refuse in our sole discretion. Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties hereto and their successors and permitted assigns. Our suppliers and co-brand partners are third-party beneficiaries of this Agreement. The subject heading at the beginning of each paragraph of this Agreement is for reference purposes only and in no way defines, limits, construes or describes the scope or extent of such paragraph.