The following Glossary, together with the Membership Agreement and the Terms and Conditions, constitute a written agreement between PartMiner 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 PartMiner 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 PartMiner Direct 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 PartMiner and are made available through the Databases.

"Database(s)" mean PartMiner'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 Free Trade Zone online procurement platform and related services provided by PartMiner at www.partminer.com, www.freetradezone.com, or such other web site as determined by PartMiner 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 Free Trade Zone online procurement platform and related services by PartMiner.

"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 PartMiner 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 Account.

"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 PartMiner and each Member, a copy of which is available by clicking on this link: Membership Agreement.

"My Account" 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.

"PartMiner" means PartMiner, Inc. and its affiliates.

"PartMiner Direct" means PartMiner Direct, Inc. and its affiliates. PartMiner Direct, Inc. is a wholly owned subsidiary of PartMiner, Inc., which provides services, including component sourcing services, to Members of the Platform and others.

"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 PartMiner Direct 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 PartMiner Direct's 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 PartMiner Direct that contains all of the information required pursuant to the instructions for a Request for Quote on the Platform.

"Taxes" means any federal, state, 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 PartMiner Direct in the Platform in connection with a purchase and sale transaction between a Buyer and PartMiner Direct, including, without limitation, the Confirmation of a Purchase Order by PartMiner Direct 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.