PLEASE READ THIS AGREEMENT CAREFULLY.
IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICE.
Introduction and Overview
Welcome! You have arrived at www.partstech.com (the “Site”). The Site is provided by PartsTech, Inc. (“PartsTech” or “we,”
“our” or “us”).
This Terms of Service (“Terms”) applies when you use the Site, including the PartsTech web-based auto parts ordering and
transaction service or the PartsTech auto parts catalog, as well as when you use any of the widgets, plug-ins, content, downloads
or other services that we make available through the Site (collectively, with the Site, referred to as the “Service”). You should
know that these Terms apply regardless of how you access the Service, whether via computer, mobile device or otherwise.
using the Service, you further agree that PartsTech may change, alter, or modify the settings or configurations on your Device
(defined below) in order to allow for or optimize your use of the Service.
In some instances, both these Terms and separate guidelines, rules, or terms of service or sale setting forth additional or different
terms and/or conditions will apply to your use of the Service or to a service or product offered via the Service (in each such
instance, and collectively “Additional Terms”). To the extent there is a conflict between these Terms and any applicable
Additional Terms, the Additional Terms will control unless they expressly state otherwise.
Linkable Table of Contents
We recommend that you read all of the Terms, but to help simplify your review, our Table of Contents includes a brief
summary of our terms that apply to the Service and for a full explanation.
1. Service Content, Ownership, Limited License, Acknowledgement of PartsTech’s Role and Reservation
We only grant you a limited revocable license to use the Service for your own non-commercial use subject to
rules and limitations.
2. Content You Submit and Community Usage Rules
You grant us a broad license, which we may sublicense, to the content you submit, including your Profile,
which you represent you have the right to allow us to use. Use of our Service is subject to community usage
rules and we have the right to manage our venue to keep its content appropriate.
3. Service and Content Use Restrictions
Your use of our Service is subject to various restrictions designed to protect the Service and our users. We
may change or discontinue our Service in whole or in part.
4. Accounts, Profiles and Access
You may have the opportunity to open, revise and close your Accounts and setup and change Profiles, subject
to certain rules. We may offer you the ability to set preferences regarding aspects of your Account and Profile,
but these may not be completely effective.
5. Procedure For Alleging Copyright Infringement
Users may not post content they do not own or control and may be suspended or terminated if they do so.
Copyright owners may give us notice of infringement by following specific instructions mandated by federal
6. Procedure For Alleging Infringement of Other Intellectual Property
You can also give notice of trademark and other infringements that you think occur on the Service.
7. Notices and Questions
Click here to contact us for customer service or questions. You agree we may provide you notices, including
of new terms and conditions, by posting notice on the home page or by other reasonable means, such as to the
e-mail you provided.
8. Links By You to the Service
You may link to our Service, subject to some basic requirements.
9. Third-Party Content and Sites
We are not responsible for third parties or their content, advertisement(s), apps or sites. For instance, we may
make third-party content, apps or services available to you on or via our Service, which we also do not control.
Use caution when dealing with third parties.
10. Location-Based Features
Our Service may have location-based features that may permit us to know your general location so we can
customize content and ads, but will not give us pin-point geo-location details unless you consent.
11. Dispute Resolution
You agree to arbitrate most disputes and waive jury trial and class actions.
12. Other Dispute Resolution Where Arbitration Is Not Available
If, and to the extent that, arbitration is not a permitted form of dispute resolution pursuant to the mandatory
laws of your country of residence, then you agree that the provisions of Section 12 shall apply to the
resolution of any disputes or claims.
13. Disclaimer of Representations and Warranties
We disclaim most warranties and provide the Service “As Is”.
14. Limitations of our Liability
Our liability is greatly limited as more fully explained in this section.
15. Waiver of Injunctive or Other Equitable Relief
You waive equitable or injunctive relief.
16. Updates to Terms
These Terms and Additional Terms posted on the Service at each time of use apply to that use, and the Terms
may be prospectively updated as our Service evolves. Posting of new Terms on the Service is notice to you
17. General Provisions
You agree to various other terms and conditions, which you should read here.
Full Details of Terms of Service
1. Service Content, Ownership, Limited License, Acknowledgement of PartsTech’s Role and Reservation of Rights
A. Content. The Service contains a variety of: (i) materials and other items relating to PartsTech and its products
and services, and similar items from our licensors and other third parties, including any and all copyrightable material (including
source and object code) as well as auto parts product, inventory, pricing and fitment information provided by third parties
(including, but not limited to manufacturers, suppliers, distributors and other sources of information); (ii) trademarks, logos,
trade names, service marks, and trade identities of various parties, including those of PartsTech (collectively, “Trademarks”);
and (iii) other forms of intellectual property (all of the foregoing, collectively “PartsTech Content”).
B. Ownership. The Service (including past, present, and future versions) and the PartsTech Content are owned
or controlled by PartsTech and our licensors and certain other third parties. All right, title, and interest in and to the PartsTech
Content available via the Service is the property of PartsTech or our licensors or certain other third parties, and is protected by
U.S. and international copyright, trademark, patent, or other intellectual property rights and laws to the fullest extent possible.
C. Limited License. Subject to your compliance with these Terms and any applicable Additional Terms,
PartsTech grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to (i) download
(temporary storage only), display, view, use, play, and/or print one copy of the PartsTech Content (excluding source and object
code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal
computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, noncommercial use only, and (ii) to use certain PartsTech Content that we may from time to time make available on the Service
explicitly for you for use as part of your User Content and Data (defined below) (“PartsTech Licensed Elements”), but only
for such purposes as may be explicitly stated at the time that the PartsTech Licensed Elements are made available on the Service;
but we and our licensors and certain other third parties, as the case may be, retain ownership of such PartsTech Licensed Elements.
The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any PartsTech
Content, and (ii) may be immediately suspended or terminated for any reason, in PartsTech’s sole discretion, and without advance
notice or liability. Any use of the PartsTech Content other than as set forth herein shall require a separate agreement between
PartsTech and you.
D. Acknowledgement of PartsTech’s Role. You understand and acknowledge that PartsTech is not involved in
any of the transactions that occur between any parts retailer, jobber or warehouse distributor (“Distributor”) and you, or between
any other person or entity or seller, in connection with the Service. You further understand and acknowledge that PartsTech does
not act as a buyer, broker or seller of any item that is offered, accepted, sold or transferred by or between and Distributor and
You. The Service, and PartsTech Content included therein, includes information provided by third parties which may or may not
be accurate or reliable. PartsTech is not responsible to verify and does not represent or warrant that any of the PartsTech Content
is accurate or reliable. PartsTech assumes no liability for damages caused by incorrect parts usage and has no responsibility to
verify that the parts are correct for a customer’s vehicle. PartsTech is merely a re-publisher of pre-existing information with no
responsibility for its accuracy or reliability, and PartsTech will not be responsible for any matter relating to or arising out of any
transaction or communication between any Distributor and you in connection with the Service. The PartsTech Content is based
on information supplied by suppliers, manufacturers and other sources, and neither PartsTech nor its suppliers make any
representations or warranties with respect to the completeness, validity, consistency, timeliness, availability and accuracy of the
PartsTech Content, which is provided solely on an “AS IS/WHERE IS” basis.
E. Reservation of All Rights Not Granted As to Content and Service. These Terms and any applicable
Additional Terms include only narrow, limited grants of rights to PartsTech Content and to use and access the Service. All rights
not expressly granted to you are reserved by PartsTech and its licensors and other third parties.
2. Content You Submit
A. User Content and Data.
(i) General. PartsTech allows you to upload, display, post, publish, or otherwise make available on or
submit through the Service (collectively, “submit”) reviews, comments, photos, videos, part numbers, part descriptions, catalogs,
contact information, preferences, transactional information and other content (collectively, but excluding any PartsTech Licensed
Elements included therein, “User Content and Data”). Subject to the rights and license you grant in these Terms, you retain
whatever legally cognizable right, title, and interest that you have in your User Content and Data.
(ii) Non-Confidentiality of Your User Content and Data. User Content and Data you post publically
is public. When you send us personally identifiable information about you, such as when your register it, that is governed by our
will be treated as non-confidential and will not be returned, and (b) PartsTech does not assume any obligation of any kind to you
or any third party with respect to your User Content and Data. You acknowledge that the Internet and mobile communications
may be subject to breaches of security and that you are aware that submissions of User Content and Data may not be secure, and
you submit a User Content and Data at your own risk.
(iii) License to PartsTech of Your User Content and Data. Except as otherwise described in any
applicable Additional Terms, you hereby grant to PartsTech, and you agree to grant to PartsTech, the non-exclusive, unrestricted,
unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute,
reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast,
translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User
Content and Data (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium
now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise,
market, and promote the same. Without limitation, the rights you grant include the right to: (a) configure, host, index, cache,
archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, translate, and remove
such User Content and Data and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques
contained in any User Content and Data for any purposes whatsoever, including developing, producing, and marketing products
and/or services. In order to further effect the rights and license that you grant to PartsTech to your User Content and Data, you
also hereby grant to PartsTech, and agree to grant to PartsTech, the unconditional, perpetual, irrevocable right to use and exploit
your name, company/employer’s name, logos, and trademarks in connection with any User Content and Data (including without
limitation your Profile and the social networking and social advertising functionality of the Service – see Section 4.C), without
any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights
(including attribution and integrity) that you may have in any User Content and Data, even if it is altered or changed in a manner
not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that
interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or
remuneration for any of the rights granted by you.
(iv) PartsTech’s Right to Manage our Service. PartsTech may, but will not have any obligation to,
review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User Content and Data, and
PartsTech may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of User
Content and Data without notice or any liability to you or any third party in connection with our operation of User Content and
Data venues in an appropriate manner. Without limitation, we may do so to address content that comes to our attention that we
believe is incomplete, inaccurate, out of date or otherwise objectionable or inappropriate, or to enforce the rights of third parties
or these Terms or any applicable Additional Terms, including, without limitation, the content restrictions set forth below in the
Rules (defined in Section 2.B). Such User Content and Data submitted by you or others need not be maintained on the Service
by us for any period of time and you will not have the right, once submitted, to access, archive, maintain, or otherwise use such
User Content and Data on the Service.
(v) Representations and Warranties Related to Your User Content and Data. Each time you submit
any User Content and Data, you represent and warrant that you are at least the age of majority in the jurisdiction in which you
reside and are an authorized officer or agent of any company, corporation, partnership, limited liability company, or other
business entity who owns and/or controls any User Content and Data or any elements thereto you submit, and that, as to that
User Content and Data: (a) you and/or such entity are the sole author and owner of the intellectual property and other rights to
the User Content and Data, or you have a lawful right to submit the User Content and Data and grant PartsTech the rights to it
that you are granting by these Terms and any applicable Additional Terms, all without any PartsTech obligation to obtain consent
of any third party and without creating any obligation or liability of PartsTech; (b) the User Content and Data is accurate; (c) the
User Content and Data does not and, as to PartsTech’s permitted uses and exploitation set forth in these Terms, will not infringe
any intellectual property or other right of any third party (d) the submission of the User Content and Data does not violate any
agreement with any third party; and (e) the User Content and Data will not violate these Terms (including the Rules) or any
applicable Additional Terms, or cause injury or harm to any person.
B. Reviews, Comments and Other Content. As a user of the Service, these community rules (“Rules”) are here
to help you understand the conduct that is expected of users who avail themselves of the communication tools within the Service,
including but not limited to product reviews, order notes and other features.
(i) Nature of Rules. Your use of the communication tools within the Service is subject to all of the
Terms, including these Rules:
- Your User Content and Data. All of your User Content and Data either must be original with you or you must have all necessary rights in it from third parties in order to permit you to comply with these Terms and any applicable Additional Terms.
- Act Appropriately. All of your Service activities must be venue appropriate, as determined by us. Be respectful of others’ opinions and comments. Cursing, harassing, threatening, stalking, insulting comments, personal attacks, gossip, slander, indecency, pornography, and sexually explicit materials and similar actions/materials are prohibited.
- Do Not Use for Commercial Purposes. Your User Content and Data must not advertise or promote a product or service or other commercial activity.
- Do Not Use to Solicit or Send Unwanted Communications. Do not harvest or collect e-mail addresses or other contact information of others from the Service by electronic or other means for the purposes of sending unsolicited e-mails or other unsolicited communications. Do not solicit personal information from anyone or solicit passwords or personally identifying information for commercial or unlawful purposes.
- Do Not Use for Inappropriate Purposes. Your User Content and Data must not promote any infringing, illegal or other similarly inappropriate activity.
- Be Honest and Do Not Misrepresent Yourself or Your User Content and Data. Do not impersonate any other person, user, or company, and do not submit User Content and Data that you believe may be false, fraudulent, deceptive, inaccurate, or misleading, or that misrepresents your identity or affiliation with a person or company.
- Others Can See. We hope that you will use the communication tools to exchange information and content and have venue appropriate discussions with other members. However, please remember that the communication tools are public or semi-public and User Content and Data that you submit on the Service within a communication tool may be accessible and viewable by other users.
- Don’t Share Other Peoples’ Personal Information. Your User Content and Data should not reveal another person’s address, phone number, e-mail address, social security number, credit card number, medical information, financial information, or any other information that may be used to track, contact, or impersonate that individual, unless, and in the form and by the method, specifically requested by PartsTech (e.g., when using a send-to-friend message tool).
- Don’t Damage the Service or Anyone’s Computers or Other Devices. Your User Content and Data must not submit viruses, Trojan horses, spyware, or any other technologies or malicious code that could impact the operation of the Service or any computer or other Device.
If you submit User Content and Data that PartsTech reasonably believes violates these Rules, then we may take any action that
we deem appropriate, including removal of the User Content and Data and termination of your Account.
(ii) Your Interactions With Other Users; Disputes. You are solely responsible for your interaction
with other users of the Service, whether online or offline. We are not responsible or liable for the conduct or content of any user.
C. Alerting Us of Violations. If you discover any content that violates these Terms, feel free to report it to us at
[email protected] For alleged infringements of intellectual property rights, see Sections 5 and 6, below.
3. Service and Content Use Restrictions
A. Service Use Restrictions. You agree that you will not: (i) aside from your purchase of goods or services
offered for sale by PartsTech or its affiliates, use the Service for any commercial purpose; (ii) use any meta tags or any other
“hidden text” utilizing any Trademarks; (iii) engage in any activities through or in connection with the Service that seek to
attempt to or do harm any individuals or entities or are unlawful, offensive, or otherwise objectionable to PartsTech or its users;
(iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any Service source or object code or any software or
other products, services, or processes accessible through any portion of the Service; (v) engage in any activity that interferes with
a user’s access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, PartsTech, or other
users of the Service; (vi) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces
limitations on use of or access to the Service, the PartsTech Content, or the User Content and Data; or (vii) otherwise violate
these Terms or any applicable Additional Terms.
B. Content Use Restrictions. You also agree that, in using the Service: (i) you will not monitor, gather, copy, or
distribute the PartsTech Content (except as may be a result of standard search engine activity or use of a standard browser) on
the Service by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any
other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose
any such PartsTech Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and
other intellectual property notices contained in such PartsTech Content; (iv) you will not use such PartsTech Content in a manner
that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not make
any modifications to such PartsTech Content (other than to the extent of your permitted use of the PartsTech Licensed Elements,
if applicable); (vi) you will not modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by
hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third
party or on any third-party application or website, or otherwise use or exploit such PartsTech Content in any way for any purpose
except as specifically permitted by these Terms or any applicable Additional Terms or with the prior written consent of an officer
of PartsTech or, in the case of PartsTech Content from a licensor, the owner of the PartsTech Content; and (vii) you will not
insert any code or product to manipulate such PartsTech Content in any way that adversely affects any user experience.
C. Availability of Service and Content. PartsTech reserves the right, in its sole discretion, at any time, to modify,
suspend, terminate or discontinue, temporarily or permanently, the availability of the Service and PartsTech Content (or any
elements and features of them) for any reason, with or without advance notice. You agree that PartsTech shall not be liable to
you or to any third party for any modification, suspension or discontinuance of the Service.
4. Accounts, Profiles and Access
A. Accounts. In order to access or use some (or potentially all) of the features on the Service, you may be required
to first register through our online registration process at http://www.PartsTech.com and create an account (“Account”). The
If you register for any feature that requires a password and/or username, then you will select your own password at the time of
registration and you agree that: (i) You will not use a username (or e-mail address) that is already being used by someone else,
may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or
entity, or is offensive. We may reject the use of any password, username, or e-mail address for any other reason in our sole
discretion; (ii) You will provide true, accurate, current, and complete registration information about yourself in connection with
the registration process and, as permitted, to maintain and update it, including on your Profile (defined below), continuously and
promptly to keep it accurate, current, and complete; (iii) You are solely responsible for all activities that occur under your
Account, password, and username – whether or not you authorized the activity; (iv) You are solely responsible for maintaining
the confidentiality of your password and for restricting access to your Device so that others may not access any password
protected portion of the Service using your name, username, or password; (v) You will immediately notify us of any unauthorized
use of your Account, password, or username, or any other breach of security; and (vi) You will not sell, transfer, or assign your
Account or any Account rights. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or
any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.
PartsTech may offer you the possibility to connect your accounts on certain Third-Party Sites (as defined below), such as
Facebook, Twitter, and/or Google, with the Service by an application programming interface (API) or other software. Use of
these third party services will be governed by the policies and terms of service of the Third-Party Sites. If you terminate your
Third-Party Site accounts, you may lose access to your Account with us if that was the only way you created and maintained
your Account on our Service.
If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false,
inaccurate, outdated, incomplete, or violates these Terms, any applicable Additional Terms, or any applicable law, then we may
suspend or terminate your Account. We also reserve the more general and broad right to terminate your Account or suspend or
otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability.
B. Profiles. Your “Profile” may not include any form of prohibited User Content and Data, as outlined in Section
2.A above and in our Rules. Changes to your Profile may not be immediately available. We assume no responsibility or liability
for users’ Profile material.
We will make good faith efforts to follow your instructions regarding how and to whom your Profile information is made
available, but this will not be effective immediately and may not be error free.
If you are having problems with Profile settings, contact us at [email protected].
If there is any dispute as to whether a Profile has been created or is being maintained by an authorized representative of the
individual who is the subject of that Profile, then we shall have the sole right, but are not obligated, to resolve such dispute as we
determine is appropriate in our sole discretion.
5. Procedure For Alleging Copyright Infringement
A. DMCA Notice. PartsTech asks our users to respect the intellectual property of others. It is our policy to
respond appropriately to clear notices of alleged copyright infringement, as set forth more fully below. In PartsTech’s sole
discretion, PartsTech may remove content that may be infringing on another person’s intellectual property rights with or without
notice to the potential infringer. In accordance with the U.S. Digital Millennium Copyright Act (“DMCA”) and other applicable
law, PartsTech has adopted a policy of terminating, in appropriate circumstances and at PartsTech’s sole discretion, users who
are deemed to be repeat infringers. If you own a copyright in a work (or represent such a copyright owner) and believe that your
(or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it via the Service, then you
may send us a written notice that includes all of the following:
(i) a legend or subject line that says: “DMCA Copyright Infringement Notice”;
(ii) a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are
covered by a single notification, a representative list of such works;
(iii) a description of where the material that you claim is infringing or is the subject of infringing activity is located
that is reasonably sufficient to permit us to locate the material (please include the URL of the Service on which
the material appears);
(iv) your full name, address, telephone number, and e-mail address;
(v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not
authorized by the copyright owner, its agent, or the law;
(vi) a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that
you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you
are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and
(vii) your electronic or physical signature.
PartsTech will only respond to DMCA Notices that it receives by mail, e-mail, or facsimile at the addresses below:
By Mail: Copyright Agent
c/o PartsTech, Inc.
One Broadway, 14th Floor
Cambridge, MA 02142
By E-Mail: [email protected]
For clarity, only DMCA Notices should go to the above e-mail address.
It is often difficult to determine if your copyright has been infringed. PartsTech may elect to not respond to DMCA Notices that
do not substantially comply with all of the foregoing requirements, and PartsTech may elect to remove allegedly infringing
material that comes to its attention via notices that do not substantially comply with the DMCA.
Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is
infringing may be subject to liability.
We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That
person may elect to send us a DMCA Counter-Notification.
Without limiting PartsTech’s other rights, PartsTech may, in appropriate circumstances, terminate a repeat infringer’s access to
the Service and any other website owned or operated by PartsTech. See Section 4 above.
B. Counter-Notification. If access on the Service to a work that you submitted to PartsTech is disabled or the
work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or
misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA CounterNotification should contain the following information:
(i) a legend or subject line that says: “DMCA Counter-Notification”;
(ii) a description of the material that has been removed or to which access has been disabled and the location at
which the material appeared before it was removed or access to it was disabled (please include the URL of the
Service from which the material was removed or access to it disabled);
(iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled
as a result of mistake or misidentification of the material to be removed or disabled;
(iv) your full name, address, telephone number, e-mail address, and the username of your Account (if you have an
(v) a statement that you consent to the jurisdiction of the United States District Court for the Central District of
California, and that you will accept service of process from the person who provided DMCA notification to us
or an agent of such person; and
(vi) your electronic or physical signature.
If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it)
in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification.
However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright
Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging
in infringing activity relating to the material on the Service. You should also be aware that we may forward the CounterNotification to the party who sent us the DMCA Copyright Infringement Notice.
6. Procedure For Alleging Infringement of Other Intellectual Property
If you own intellectual property other than copyrights and believe that your intellectual property other than copyright
has been infringed by an improper posting or distribution of it via the Service, then you may send us a written notice to the
addresses set forth above that includes: (a) a legend or subject line that says: “Intellectual Property Infringement Notice”; and
(b) all the other information required for the DMCA notice above, except describing the other intellectual property alleged to
have been infringed.
We will act on such notices in our sole discretion. Any user of the Service that fails to respond satisfactorily to PartsTech
with regard to any such notice is subject to suspension or termination. We may send the information that you provide in your
notice to the person who provided the allegedly infringing material.
7. Notices and Questions
You agree that: (1) we may give you notices of new, revised or changed terms and other important matters by prominently posting
notice on the home page of the Service, or in another reasonable manner; and (2) we may contact you by mail or e-mail sent to
the address provided by you. You agree to promptly notify us if you change your e-mail or mailing address by updating your
Profile settings. All legal notices to us must be sent to PartsTech, Inc., One Broadway, 14th Floor, Cambridge, MA 02142.
If you have a question regarding using the Service, you may contact PartsTech Customer Support by sending an e-mail to
[email protected] You acknowledge that the provision of customer support is at PartsTech’s sole discretion and that we
have no obligation to provide you with customer support of any kind.
8. Links By You to the Service
We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to
the Service, so long as: (a) the links only incorporate text and do not use any other Trademarks, (b) the links and the content on
your website do not suggest any affiliation with PartsTech or cause any other confusion, and (c) the links and the content on your
website do not portray PartsTech or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and
do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or
that violate any right of any third party or are otherwise objectionable to PartsTech. PartsTech reserves the right to suspend or
prohibit linking to the Service for any reason, in its sole discretion, without advance notice or any liability of any kind to you or
any third party.
9. Third-Party Content and Sites
Some of the content, services and functionality on the Service, such as advertisements, widgets, software, applications, articles,
photographs and videos, may be provided by third parties (collectively, “Third-Party Content”). Although we try to keep
inappropriate third-party ads and other content off of the Service, we are not responsible for this third-party content or the third
parties if you interact with them.
Service users may be able to view, access and interact with Third-Party Content without leaving the Service, including viewing,
accessing or interacting with Third-Party Content that is imported or “framed” within the Service. The Service may also contain
links to third-party websites that are not owned, controlled or operated by PartsTech, and the Service may include links to thirdparty ads on the Service or otherwise, to or from third-party websites (collectively, “Third-Party Sites”), including websites
operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with PartsTech.
PartsTech may have no control over the content, operations, policies, terms, or other elements of Third-Party Content or
Third-Party Sites, and PartsTech does not assume any obligation to review any of them. PartsTech does not endorse, approve,
or sponsor any Third-Party Sites, or any Third-Party Content, advertising, information, materials, products, services, or other
items. Furthermore, PartsTech is not responsible for the quality or delivery of the products or services offered, accessed, obtained
by or advertised at such sites. Finally, PartsTech will under no circumstances be liable for any direct, indirect, incidental or
special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other
intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within
these Third-Party Sites. Any activities you engage in connection with any of the same are subject to the privacy and other
policies, terms and conditions of use and/or sale, and rules issued by the operator of the Third-Party Sites, and you agree to be
bound thereto. PartsTech disclaims all liability in connection therewith.
10. Wireless and Location-Based Features
A. Location-Based Features. If you have enabled GPS, geo-location or other location-based features you
provided, however, that we will not use pinpoint data to target you without your consent. We may, however, use information on
your general location to customize ads and content for you (e.g., by city or neighborhood) as a matter of regular practice. The
location-based services offered in connection with our mobile app(s) or feature(s) are for individual use only and should not be
relied on as an emergency locator system, used while driving or operating vehicles, or any other situation in which the failure or
inaccuracy of use of the location-based services could lead directly to death, personal injury, or severe physical or property
11. Dispute Resolution
Certain portions of this Section 11 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act.
You and PartsTech agree that we intend that this Section 11 satisfies the “writing” requirement of the Federal Arbitration Act.
This Section 11 can only be amended by mutual agreement. Where arbitration is not permitted by the mandatory laws in your
country of residence, or where the parties have not otherwise agreed to arbitration in accordance with applicable laws, the
provisions of Section 12 shall apply to all relevant disputes between you and us.
A. First – Try To Resolve Disputes and Excluded Disputes. To the fullest extent permitted by applicable law,
if any controversy, allegation, or claim arises out of or relates to the Service, the Content, your User-Generated Content, these
Terms, or any applicable Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of
PartsTech’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in
Section 11(D)), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or
Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact
information that you provide us. But if no such information exists or if such information is not current, then we have no obligation
under this Section 11(A). Your notice to us must be sent to: PartsTech, Inc., One Broadway, 14th Floor, Cambridge, MA 02142
Attention: Customer Service. For a period of sixty (60) days from the date of receipt of notice from the other party, PartsTech
and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require
either you or PartsTech to resolve the Dispute or Excluded Dispute on terms with respect to which you and PartsTech, in each
of our sole discretion, are not comfortable.
B. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 11(A) (or agree to arbitration in writing
with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING
BETWEEN YOU AND PARTSTECH (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE,
TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—
COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR
EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST
BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON
ANY PRODUCT, SERVICE OR ADVERTISING CONNECTED TO THE PROVISION OR USE OF THE SERVICE. The
Federal Arbitration Act (“FAA”), not state law, shall govern the arbitrability of all disputes between PartsTech and you regarding
these Terms (and any Additional Terms) and the Service. PartsTech and you agree, however, that Massachusetts or federal law
shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and
PartsTech regarding these Terms and the Service, whether arising or stated in contract, statute, common law, or any other legal
theory, without regard to California’s choice of law principles.
A Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of
the American Arbitration Association (“AAA”). If a party properly submits the Dispute to the AAA for formal arbitration and
the AAA is unwilling or unable to set a hearing date within sixty (60) days of the filing of a “demand for arbitration,” then either
party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using
JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer
or legal representative of PartsTech consent to in writing. If an in-person arbitration hearing is required, then it will be conducted
in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is
submitted to arbitration. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the
applicable arbitration rules; but if applicable arbitration rules or laws require PartsTech to pay a greater portion or all of such
fees and costs in order for this Section 11 to be enforceable, then PartsTech will have the right to elect to pay the fees and costs
and proceed to arbitration
C. Limited Time To File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR
WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE
MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 11(A)) WITHIN ONE (1)
YEAR AFTER THE DISPUTE ARISES — OR IT WILL BE FOREVER BARRED.
D. Injunctive Relief. To the fullest extent permitted by applicable law, the foregoing provisions of this Section 11 will
not apply to any legal action taken by PartsTech to seek an injunction or other equitable relief in connection with, any loss, cost,
or damage (or any potential loss, cost, or damage) relating to the Service, any Content, your User Content and Data and/or
PartsTech’s intellectual property rights (including such PartsTech may claim that may be in dispute), PartsTech’s operations,
and/or PartsTech’s products or services.
E. Small Claims Matters Are Excluded From Arbitration Requirement. Notwithstanding the foregoing, either of us
may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court, subject to Section 11(G).
F. No Class Action Matters. To the fullest extent permitted by applicable law, disputes will be arbitrated only on an
individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or
controversy of any other party. But if, for any reason, any court with competent jurisdiction or any arbitrator selected pursuant
to Section 11(B)(i) holds that this restriction is unconscionable or unenforceable, then our agreement in Section 11(B) to arbitrate
will not apply and the Dispute must be brought exclusively in court pursuant to Section 11(G).
G. Federal and State Courts in Boston, MA. Except to the extent that arbitration is required in Section 11(B), and except
as to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute
may only be instituted in state or federal court in Boston, MA. Accordingly, you and PartsTech consent to the exclusive personal
jurisdiction and venue of such courts for such matters.
12. Other Dispute Resolution Where Arbitration Is Not Available
This Section 12 applies to all users of the Service, if, and only to the extent that, the mandatory laws in your country of residence
do not permit arbitration of Disputes in accordance with Section 11 or the parties have not otherwise agreed to arbitration if
required by applicable law.
A. Section 12 Disputes. To the fullest extent permitted by applicable law, if any controversy, allegation, or claim
(including any non-contractual claim) arises out of or relates to the Service, the Content, these Terms, whether heretofore or
hereafter arising or to any of PartsTech’s actual or alleged intellectual property rights (collectively, a “Section 12 Dispute”),
then you and we agree to send a written notice to the other providing a reasonable description of the Section 12 Dispute, along
with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you
provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section
12.A. Your notice to us must be sent to: PartsTech, Inc., One Broadway, 14th Floor, Cambridge, MA 02142Attention: Customer
Service. Subject to applicable law, for a period of sixty (60) days from the date of receipt of notice from the other party, PartsTech
and you will engage in a dialogue in order to attempt to resolve the Section 12 Dispute, though nothing will require either you or
PartsTech to resolve the Section 12 Dispute on terms with respect to which you and PartsTech, in each of our sole discretion, are
B. Jurisdiction. The parties agree that the state or federal courts in Suffolk County, MA shall have non-exclusive
jurisdiction of any Section 12 Dispute, unless otherwise required by applicable laws of your jurisdiction of residence.
C. Governing Law. To the maximum extent permitted by the mandatory laws in your country of residence, these Terms
and any Section 12 Dispute arising out of or in connection with it or its subject matter or formation (including non-contractual
disputes), will be governed by, and construed in accordance with, the laws of the State of California, without regard to its conflicts
of law provisions.
D. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR
WE WANT TO ASSERT A SECTION 12 DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT
(BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 14.A) WITHIN ONE (1) YEAR AFTER
DISCOVERY OF THE SECTION 12 DISPUTE ARISES — OR IT WILL BE FOREVER BARRED.
E. Injunctive Relief. The foregoing provisions of this Section 12 will not apply to any legal action taken by PartsTech to
seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage)
relating to the Service, any Content, your User Content and Data and/or PartsTech’s intellectual property rights (including such
PartsTech may claim that may be in dispute), PartsTech’s operations, and/or PartsTech’s products or services
13. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK.
THE SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. Therefore, to the
fullest extent permissible by law, PartsTech, Inc. and its subsidiaries, affiliated companies and each of their respective employees,
directors, members, managers, shareholders, agents, vendors, data suppliers, licensors, licensees, contractors, customers,
successors, and assigns (collectively, “PartsTech Parties”) hereby disclaim and make no representations, warranties,
endorsements, or promises, express or implied, as to:
(a) the Service (including the PartsTech Content and the User Content and Data);
(b) the functions, features, or any other elements on, or made accessible through, the Service;
(c) any products, services, or instructions offered or referenced at or linked through the Service;
(d) security associated with the transmission of your User Content and Data transmitted to PartsTech or via the
(e) whether the Service or the servers that make the Service available are free from any harmful components
(including viruses, Trojan horses, and other technologies that could adversely impact your Device);
(f) whether the information (including any instructions) on the Service is accurate, complete, correct, adequate,
useful, timely, or reliable;
(g) whether any defects to the Service will be repaired; and
(h) whether your use of the Service is lawful in any particular jurisdiction.
EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A
PARTSTECH PARTY, PARTSTECH PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES,
TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER
VIRUS. PARTSTECH PARTIES FURTHER DISCLAIMS ALL WARRANTIES WITH RESPECT TO COMPLETENESS,
VALIDITY, CONSISTENCY, TIMELINESS, AVAILAIBILITY AND ACCURACY OF PARTSTECH CONTENT.
Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to
the extent such jurisdictions’ laws are applicable.
14. LIMITATIONS OF OUR LIABILITY
UNDER NO CIRCUMSTANCES WILL ANY PARTSTECH PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS
OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special,
punitive, incidental, or consequential losses or damages that are directly or indirectly related to:
(a) the Service (including the PartsTech Content and the User Content and Data);
(b) your use of or inability to use the Service, or the performance of the Service;
(c) any action taken in connection with an investigation by PartsTech Parties or law enforcement authorities
regarding your access to or use of the Service;
(d) any action taken in connection with copyright or other intellectual property owners or other rights owners;
(e) any errors or omissions in the Service’s technical operation; or
(f) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including
damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption,
defect, delay in operation or transmission, computer line, or network failure or any other technical or other
malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work
stoppage, accuracy of results, or equipment failure or malfunction.
The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even
if PartsTech Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether
you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by
negligence, acts of god, telecommunications failure, or destruction of the Service).
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described
above, so the above limitation or exclusion may not apply to you.
EXCEPT AS MAY BE PROVIDED IN ANY APPLICABLE ADDITIONAL TERMS, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PARTSTECH PARTIES’ TOTAL LIABILITY TO
YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR
ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT
EQUAL TO THE AMOUNT YOU HAVE PAID PARTSTECH IN CONNECTION WITH THE TRANSACTION(S)
THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A
TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES
OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT
WARRANTY THAT IS PROVIDED BY PARTSTECH OR A MANUFACTURER OF A PHYSICAL PRODUCT.
15. Waiver of Injunctive or Other Equitable Relief
IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR
USE OF THE SERVICE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR
SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS
MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU
WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR
PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, PARTSTECH CONTENT,
USER CONTENT AND DATA, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED
OR CONTROLLED BY PARTSTECH (INCLUDING YOUR LICENSED USER CONTENT AND DATA) OR A LICENSOR
16. Updates to Terms
These Terms (or if applicable Additional Terms), in the form posted at the time of your use of the applicable services to which
it applies, shall govern such use (including transactions entered during such use). AS OUR SERVICE EVOLVES, THE TERMS
AND CONDITIONS UNDER WHICH WE OFFER THE SERVICE MAY PROSPECTIVELY BE MODIFIED AND WE MAY
CEASE OFFERING THE SERVICE UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE
PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SERVICE YOU
ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS
AND YOU AGREE THAT WE MAY NOTIFY YOU OF ADDITIONAL TERMS BY POSTING THEM ON THE SERVICE
(OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE
SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE ADDITIONAL
TERMS FOR YOUR NEW USE AND TRANSACTIONS. Therefore, you should review the posted Terms and any applicable
Additional Terms each time you use the Service (at least prior to each transaction or submission). The Additional Terms will be
effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in
other notice to you. However, the Terms (and any applicable Additional Terms) that applied when you previously used the
Service will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the
event any notice to you of new, revised or additional Terms is determined by a tribunal to be insufficient, the prior agreement
shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the home page and the
e-mail you associated with your Account for notices, all of which you agree are reasonable manners of providing you notice.
You can reject any new, revised or additional Terms by discontinuing use of the Service and related services.
17. General Provisions
A. PartsTech’s Consent or Approval. As to any provision in these Terms or any applicable Additional Terms
that grants PartsTech a right of consent or approval, or permits PartsTech to exercise a right in its “sole discretion,” PartsTech
may exercise that right in its sole and absolute discretion. No PartsTech consent or approval may be deemed to have been granted
by PartsTech without being in writing and signed by an officer of PartsTech.
B. Applicable Law. These Terms and any applicable Additional Terms will be governed by and construed in
accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the state of
Massachusetts, without regard to its conflicts of law provisions.
C. Indemnity. You agree to, and you hereby, defend, indemnify, and hold PartsTech Parties harmless from and
against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and
expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or
proceeding made or brought against any PartsTech Party, or on account of the investigation, defense, or settlement thereof,
arising out of or in connection with, whether occurring heretofore or hereafter: (i) your User Content and Data; (ii) your use of
the Service and your activities in connection with the Service; (iii) your breach or alleged breach of these Terms or any applicable
Additional Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of
any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection
with the Service; (v) information or material transmitted through your Device, even if not submitted by you, that infringes,
violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any
person or entity; (vi) any misrepresentation made by you; and (vii) PartsTech Parties’ use of the information that you submit to
us (including your User Content and Data) (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by
PartsTech Parties in the defense of any Claim and Losses. Notwithstanding the foregoing, PartsTech Parties retain the exclusive
right to settle, compromise, and pay any and all Claims and Losses. PartsTech Parties reserve the right to assume the exclusive
defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior
written consent of an officer of a PartsTech Party.
D. Operation of Service; Availability of Products and Services; International Issues. PartsTech controls and
operates the Service from its U.S.-based offices in the U.S.A., and PartsTech makes no representation that the Service is
appropriate or available for use beyond the U.S.A. If you use the Service from other locations, you are doing so on your own
initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if
and to the extent local laws apply. The Service may describe products and services that are available only in the U.S.A. (or only
parts of it) and are not available worldwide. We reserve the right to limit the availability of the Service and/or the provision of
any content, program, product, service, or other feature described or available on the Service to any person, entity, geographic
area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service,
or other feature that we provide. You and we disclaim any application to these Terms of the UN Convention on Contracts for
the International Sale of Goods.
E. Export Controls. Software related to or made available by the Service may be subject to export controls of
the U.S.A. No software from the Service may be downloaded, exported, or re-exported to any county, or to any person, entity,
or end-user subject to U.S. export controls.
F. Severability; Interpretation. If any provision of these Terms, or any applicable Additional Terms, is for any
reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision
will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity
or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect). To the
extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that
may permit a contract to be construed against its drafter. Wherever the word “including” is used in these Terms or any applicable
Additional Terms, the word will be deemed to mean “including, without limitation,”. The summaries of provisions and section
headings are provided for convenience only and shall not limit the full Terms.
G. Communications. When you communicate with us electronically, such as via e-mail and text message, you
consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we
receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically
satisfy any legal requirement that such communications be in writing.
H. Investigations; Cooperation With Law Enforcement; Termination; Survival. PartsTech reserves the right,
without any limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other
systems or networks, (ii) investigate any suspected breaches of these Terms and any applicable Additional Terms, (iii) investigate
any information obtained by PartsTech in connection with reviewing law enforcement databases or complying with criminal
laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute
violators of these Terms and any applicable Additional Terms, and (vi) discontinue the Service, in whole or in part, or, except as
may be expressly set forth in any applicable Additional Terms, suspend or terminate your access to it, in whole or in part,
including any user Accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any
third party. Any suspension or termination will not affect your obligations to PartsTech under these Terms or any applicable
Additional Terms. Upon suspension or termination of your access to the Service, or upon notice from PartsTech, all rights
granted to you under these Terms or any applicable Additional Terms will cease immediately, and you agree that you will
immediately discontinue use of the Service. The provisions of these Terms and any applicable Additional Terms, which by their
nature should survive your suspension or termination will survive, including the rights and licenses you grant to PartsTech in
these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction,
choice of law, no class action, and mandatory arbitration.
I. Assignment. PartsTech may assign its rights and obligations under these Terms and any applicable Additional
Terms, in whole or in part, to any party at any time without any notice. These Terms and any applicable Additional Terms may
not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of
J. No Waiver. Except as expressly set forth in these Terms or any applicable Additional Terms, (i) no failure or
delay by you or PartsTech in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other
right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any applicable Additional Terms will
be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
K. Connectivity. You are responsible for obtaining and maintaining all Devices and other equipment and
software, and all Internet service provider, mobile service, and other services needed for your access to and use of the Service
and you will be responsible for all charges related to them.
©2016 PartsTech, Inc. All Rights Reserved.