REVOLUTIONPARTS, INC. IS ONLY WILLING TO PROVIDE THE SERVICES TO YOU UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THESE TERMS OF SERVICE. PLEASE READ THESE TERMS CAREFULLY AS THEY AFFECT YOUR LEGAL RIGHTS.
These Terms of Service (the “Agreement”) constitute a binding agreement between you (“Customer” or “you”) and RevolutionParts, Inc. (“Company,” “we,” or “us”) regarding the terms under which the Company through this Website will provide you with online services that allow authorized sales channels to sell OEM parts online (collectively, the “Services”). BY CLICKING ON THE BUTTON MARKED “I ACCEPT”, OR BY USING THE SERVICES YOU SIGNIFY YOUR AGREEMENT TO ABIDE BY THIS AGREEMENT (“Acceptance”). You agree that your assent, given electronically, will have the same legal effect as if it had been personally signed by You. To the extent permitted by law, this Agreement is intended to supersede any provisions of applicable law, which might otherwise limit its enforceability or effect, because it was entered into electronically. By Accepting this Agreement, you also represent that you are authorized to accept these Terms on behalf of yourself or company. Please print a copy of these Agreement for future reference.
We reserve the right to update or change our Services and this Agreement at any time. Any changes to this Agreement will be communicated to you by email and the updated Agreement will be posted on this website and effective upon posting. Notwithstanding the foregoing, Company reserves the right to require you to re-Accept the updated Agreement before you can continue using the Services.
By your Acceptance or use of the Services you agree that any previous agreements between you and Company will be terminated and superseded by this Agreement. Notwithstanding the foregoing, in the event you negotiate and execute with Company an additional document that expressly amends the terms of this Agreement (an “Amendment”), such Amendment shall supersede and override this Agreement solely to the extent of the changes expressly set forth in the Amendment. In the event of any conflict between the terms in this Agreement and the Amendment, the Amendment will control.
Company offers a variety of products and services. Our main Services offering is a platform-based online solution that facilitates the sale and distribution of auto-parts by your authorized channels. Our platform solution includes an easy to configure portal (the “Portal”) hosted by Company, which can be configured and privately-labeled with your logos and brands, to be accessed by your authorized channels and customers (the “End Purchasers”). The term Services includes the access to the Portal as configured for you and hosted by (or on behalf of) Company.
You agree and understand that Company may enter into an arrangement with one or more third parties for the performance of Company’s hosting obligations, whereby any such third party may host the Services (Company’s “Third-Party Hosting Provider”). Company shall ensure that any such Third-Party Hosting Provider shall be contractually bound to provide substantially the same level of protection with respect to Your Confidential Information as provided by the terms of this Agreement. You acknowledge and agree that in the event of a Third-Party Hosting Provider hosting the Services, such third party’s service levels, acceptable use policies and information security policies will also apply. If applicable, and upon your request, Company will reasonably make this information available to You.
2. ACCOUNT SET UP
- Upon your registration and Acceptance of this Agreement by you, we will send an invoice for the initial set-up fee and/or for the first month of Services, as applicable, based on the subscription of your choice (the “Initial Setup Fee”) and proceed to set you up for use of the Services.
3. YOUR RESPONSIBILITIES
- You are responsible for keeping your administrative password(s) secure. We cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password.
- You are required to conform with our private label guidelines, which include having a link to www.revolutionparts.com with an anchor text identifying RevolutionParts as the technology provider and a small icon in a format provided and/or approved by us in writing, located on the Portal or otherwise on the URL that provides access to our Services.
- You are responsible for deciding whether to ship any products ordered through our Services and for shipping such products to the End Purchaser.
- You are responsible for all content and images that are uploaded and published by you on your website and Portal, and for obtaining all necessary licenses and rights to third party materials that you publish or grant access to.
- You must provide us with contact information for a minimum of two employees authorized to accept information, including updates to this Agreement, from us. You must immediately deliver to us any updates to your contact information.
- You must comply with all laws or statutes that apply to you related to the sale and advertising of products by you, including compliance with CAN-SPAM Act, consumer and antitrust laws.
- In order to make full use of the Portal and the Services, you must comply with the system requirements set forth here.
- Submissions: You agree that anything you post, submit, publish, display or transmit to other persons (hereinafter, “post”) content or materials (collectively, “Submissions”) on or through the Portal, must comply with the Content Standards set out below. By providing a Submission through the Portal, you grant the Company and its successors the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for purposes of providing the Services agreed to hereunder. You promise that you own or control all rights in and to the Submissions and have the right to grant such license to us. You agree that you will have no claim or other recourse against the Company for infringement of any proprietary right with respect to your Submissions. Submissions must be accurate and comply with all applicable laws in the country from which they are posted. You understand and acknowledge that you are responsible for any Submissions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness. We are not responsible, or liable to any third-party, for the content or accuracy of any Submissions posted by you or any other user of the Portal.
- Content Standards: These content standards apply to all of your Submissions. Submissions must in their entirety comply with all applicable local and international laws and regulations. Without limiting the foregoing, Submissions must not: (i) Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable; (ii) Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (iii) Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any third-party; (iv) Infringe the legal rights (including the right of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws; (v) Promote any illegal activity, or advocate, promote or assist any unlawful act; (vi) Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person; (vii) Impersonate any person, or misrepresent your identity or affiliation with any person or organization; (viii) Be likely to deceive or give the impression that they emanate from or are endorsed by us, or any other person or entity.
- Notwithstanding anything herein to the contrary, the prohibitions listed above do not require Company to monitor, police or remove any Submissions or other information submitted by you or any other user in the Portal.
4. THIRD PARTY OFFERINGS
5. RESTRICTIONS ON USE
- Unless You have written permission from Company stating otherwise, You are not authorized to use the Portal in any of the following ways (these are examples only and the list below is not a complete list of everything that You are not permitted to do):
- In a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;
- To interfere with or disrupt Company’s Website or servers or networks connected to the Portal;
- To use any data mining, robots, scraper or similar data gathering or extraction methods in connection with Company’s Website or the Portal;
- Attempt to gain unauthorized access to any portion of Company’s Website or any other accounts, computer systems, or networks connected to the Portal, whether through hacking, password mining, or any other means;
- Take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
- Post anything contrary to Company’s public image, goodwill or reputation.
- You shall not purchase search engine or other pay per click keywords (such as Google AdWords) or purchase domain names that use Company’s name, Company’s trademarks, logos or variations of Company trademarks or logos.
- You shall not allow unsolicited email, marketing communications, spam or bulk email (“Prohibited Emails”) to be sent using the Services.
- All email sent via Company e-mail servers must meet the following criteria:
- The recipient of your email has made a purchase, requested information, responded to a questionnaire or a survey, expressly agreed to receive marketing communication from you, attempted a purchase or had offline contact with you.
- Email subject lines must not contain misleading information.
- You shall not send unsolicited mass mailings from another service that in any way implicates the use of Company or our Third-Party Hosting Provider, whether or not the message actually originated from our network.
- We may actively monitor our mail servers for abuse. Company may immediately terminate the Services, without refund, of any Customer that uses the Company mail servers to send Prohibited Emails.
- You may not (i) alter or copy, in any form or medium, all or any part of our Services, including without limitation any Portal; (ii) create any derivative work from, or adaption of, of our Services, including without limitation any Portal; or (iii) reverse engineer, decompile assemble or attempt to discover any object code, source code, underlying processes or algorithms contained in our Service, including without limitation in any Portal, nor permit any person or entity to commit or engage in such activities or conduct.
- You may not create an application that allows your purchasers to enter an OEM part number and be furnished a corresponding aftermarket part number. OEM part numbers and pricing are used only for the purpose of facilitating the sale of OEM parts between the End Purchaser and you.
Company reserves the right to terminate access to your Account without notice, for any action that Company reasonably determines is inappropriate or disruptive to the Portal, or to any other user of Company’s Services. Company may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Company’s discretion, Company will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Portal or on the Internet.
6. SEARCH ENGINE PERFORMANCE AND RANKINGS
We cannot guarantee search engine performance or ranking of a Portal. If you are switching your website from another service provider, we will make every reasonable effort to maintain meta titles, meta descriptions, text, page titles, alternate image text and other similar elements crawled by search engine spiders in an attempt to maintain search engine performance and/or rankings. We do not have control over many aspects of search engine performance, such as changes to the ranking algorithms used by search engine companies and relative strength of competitors’ rankings.
7. FEES AND PAYMENT TERMS
- In consideration for the Services, you agree to pay all fees and/or charges to your Account based on Company’s fees and charges in effect as shown on our Pricing Page. You understand that your Subscription charges are recurrent monthly and you authorize us (without notice to you, unless required by applicable law) to collect recurrently the then-applicable Subscription fees, any applicable taxes and any other charges you may incur in connection with your use of the Services, using the payment method designated on your initial registration with Us.
- We reserve the right to modify the pricing terms of your Subscription, applicable at the termination or expiration of your then-current Subscription term. We will notify you via email, within a minimum of sixty (60) days, before the new pricing is due to take effect.
- You agree and understand that the Initial Setup Fee is due upon invoice and it is non-refundable, even if you elect not to proceed with the Subscription. You will have sixty (60) days from our invoicing of the Initial Setup Fee to make your Setup purchase effective, by Setting Up your Portal. You agree and understand that, unless you cancel your Subscription or if it is otherwise stated at purchase, Company will proceed to invoice and bill you for the Services after such sixty (60) days have passed, regardless of your Portal setup status.
- Fixed monthly fees are prepaid each month and transactional fees (if applicable) are paid each month for the previous month based on actual usage. Invoices are payable upon receipt and billing will commence upon your Acceptance of this Agreement, or as otherwise set forth in your subscription terms following the go-live date (or launching) of the Portal. Fees will be pro-rated for partial months of service.
- If you do not pay on time or if Company cannot charge your payment method for any reason, Company reserves the right to either suspend or terminate your access to the Services and Account and terminate this Agreement.
- Outstanding invoices may be assessed a $15 charge if payment is not received within thirty (30) days of the due date (thirty (30) days after invoice date). If an amount remains delinquent thirty (30) days after its due date, interest at the rate of one and one-half percent (1.5%) may be added for each month of delinquency. We reserve the right to suspend our Services to you following written notice until payment of all outstanding amounts is made. If an account is delinquent after 120 days, you agree to pay all fees incurred in the collection of your account.
- The Initial Setup Fee, as applicable, may include a SSL certificate for the first year. Such customers are responsible for the annual renewal fee for SSL certificates(s) following the initial year.
- You are also responsible for any fees related to other products and services you may acquire from Company (including Third Party Offerings) and for any additional fees that may be incurred including, without limitation, charges related to the End Purchasers’ credit cards (merchant account), chargebacks, fraud, renewing domain(s), shipping merchandise to End Purchasers, advertising, marketplace fees and the like.
8. THIRD PARTY REPAIRS
If you engage a third party to update our Portal pages and as a result of such third party updates your Portal requires repairs by us, you will be charged our standard hourly rate with a 1-hour minimum per repair. This fee is not included in the recurring Services fees. Furthermore, any changes made by you or on your behalf may not be recovered if we need to repair such Portal. Our current fees for professional and consulting services are available here.
9. TERM, TERMINATION, AND CANCELLATION OF SERVICES
Our Services are offered on a month-to-month subscription basis, or as otherwise described in the terms of your subscription. By Accepting this Agreement and agreeing to pay your subscription fee, your subscription will commence (the “Subscription”). Your Subscription will continue on a monthly basis until terminated by either party as set forth herein.
- You may terminate your Subscription at any time by calling in to our Support Team at 480-779-7278 during our business hours or by emailing us at email@example.com. Company strongly suggests to speak to a customer service representative to ensure that your cancellation request is promptly received and processed.
- You agree and understand that you must request your account cancellation a minimum of forty-eight (48) business hours prior to the start of your next billing cycle to avoid being charged for the next month (the “Cancellation Deadline”).
- Company does not provide partial or prorated refunds. If your cancellation request is received after the Cancellation Deadline, you understand and agree that your cancellation becomes effective for the following billing cycle, and that your Subscription will run for the remainder of the month. Initial Setup Fees are non-refundable, not even in the event of cancellation.
- Upon cancellation or termination of the Services, we will stop your regular monthly billing. You agree and understand that any outstanding balance for your usage of the Services or other charges incurred by you through the effective date of termination or expiration will be immediately due and payable in full. We reserve the right to turn over to third-party collection services any terminated accounts with a remaining outstanding balance.
- We may terminate this Agreement and/or your right to access and use the Services, in whole or in part, at any time and for any reason, including your breach of this Agreement. We reserve the right, but do not have the obligation, to cancel or suspend your Services if your use of the Services causes a sudden significant increased draw on system resources (i.e. a DDOS attack) that in Company’s sole opinion impairs its ability to provide Services to other customers. We will have no liability to you or any third party because of such termination.
- Upon termination or cancellation of the Services, you will have thirty (30) days from the effective date of termination of Services to download and/or retrieve your data. After thirty (30) days of termination of your Subscription, we reserve the right to delete all Customer data. Deleted data is not recoverable.
- All sections of this Agreement that by their nature should survive termination will survive termination, including ownership, warranty disclaimers and limitations of liability.
10. CUSTOMER SUPPORT
We will provide technical support related to your use of the Services in accordance with our then-current policies, available here.
Company reserves the right to modify the posted current policies for technical support, at any time at its sole discretion.
We agree not to disclose your confidential information to any third parties except as required to provide the Services. If required by law, we may keep copies of your confidential information in backups or archives.
We may collect statistical data in a variety of ways, including without limitation Google Analytics, back-end databases, and orders (“Statistical Data”). Statistical Data we collect from a Portal includes visitor count, page views, conversions, sales, and order information. We use this data for our internal purposes, including scaling operations, analyzing impacts of product changes, invoicing, and impact of negative events. We may deliver Statistical Data to you in new formats to aid you in understanding your own online business including, graphs, reports, figures and spreadsheets. We may aggregate Statistical Data across our business for benchmarking purposes and may share certain de-identified and aggregated statistical figures with all of our Customers, with our industry, or in our marketing materials. The published aggregate information will be de-identified and not reveal any of your individual confidential information.
13. PERFORMANCE WARRANTY AND AVAILABILITY
Company warrants that the Services will conform to the Services description pursuant to your Subscription, will be performed consistent with generally prevailing professional or industry standards and will function within a properly configured system as determined by Company. Customer must notify Company in writing of any deficiencies in the Services within thirty (30) days of discovery of any such deficiencies. Customer’s sole and exclusive remedy for breach of this warranty shall be the resolution of the deficiencies by Company.
The Services will be available 24/7, with an uptime of 99.9%, excluding scheduled down-time for maintenance and repairs or emergency repairs resulting from damages or changes to the Website caused by a party other than Company (“Availability”). Your sole remedy if the Services do not meet the Availability will be the credits set forth here.
14. FRAUD SCORE; DISCLAIMER
The parties understand and agree that neither Company nor its third party providers are a consumer reporting agency as defined by the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq. (“FCRA”), and that the fraud score Services do not constitute “consumer reports” as defined in the FCRA. You understand that any information you provide to Company in order to use the Services has not been collected by Company for credit purposes and is not intended to be indicative of any consumer’s credit worthiness, credit standing, credit capacity, or other characteristics listed in Section 603(d) of the FCRA. You agree that you will not use the Services to determine any consumer’s eligibility for any product or service to be used by a consumer for personal, family, or household purposes. You also agree that you will not use the Services or any information received through the Services in whole or in part (i) as a factor in establishing a consumer’s eligibility for credit, (ii) as a factor in establishing a consumer’s eligibility for insurance, (iii) for employment purposes, (iv) in connection with a determination of an individual’s eligibility for a license or other benefit granted by a governmental authority, or (v) in connection with any permissible purpose as defined by the FCRA. Any use of the Services by you in violation of this paragraph will also constitute an unacceptable use.
YOUR USE OF FRAUD SCORE SERVICE IS AT YOUR SOLE RISK AND THE FRAUD SCORE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
COMPANY AND ITS AFFILIATES AND LICENSORS EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY THAT YOUR USE OF THE SERVICES, INCLUDING THE FRAUD SCORE SERVICES, WILL MEET YOUR REQUIREMENTS; THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; THAT ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF FRAUD SCORE SERVICE WILL BE ACCURATE OR RELIABLE; OR THAT ANY DEFECTS OR ERRORS IN THE OPERATION, FUNCTIONALITY OR RESULTS OF ANY PART OF FRAUD SCORE SERVICE WILL BE CORRECTED.
FOR THE AVOIDANCE OF DOUBT, YOU EXPRESSLY ACKNOWLEDGE AND UNDERSTAND THAT FRAUD SCORE SERVICE SHALL ONLY BE USED BY YOU AS A GAUGE OF RISK OF FRAUD RELATED TO A PARTICULAR CUSTOMER ORDER; THAT YOU WILL NOT RELY ON FRAUD SCORE SERVICE GENERALLY OR ANY PARTICULAR RESULTS OF FRAUD SCORE SERVICE TO MAKE ANY DECISIONS GENERALLY OR WITH RESPECT TO ANY PARTICULAR CUSTOMER ORDER; THAT NEITHER COMPANY NOR ANY OF ITS AFFILIATES OR LICENSORS PROVIDES ANY GUARANTEE AS TO THE RELIABILITY, COMPLETENESS OR ACCURACY OF FRAUD SCORE SERVICE (INCLUDING BUT NOT LIMITED TO THE CALCULATION OF THE FRAUD SCORE ASSOCIATED WITH ANY PARTICULAR CUSTOMER ORDER); AND THAT YOU ASSUME ALL RISK ASSOCIATED WITH ANY RELIANCE YOU PLACE ON FRAUD SCORE SERVICE.
15. CUSTOMER MATERIALS
Customer represents and warrants to Company that any materials, text, domain names graphics, photos, designs, trademarks, logos, or other artwork (“Customer Materials”) furnished to Company for use by Company in the delivery of the Services and the set-up of the Portal are owned exclusively by the Customer, or that the Customer has permission from the rightful owner to use each of these elements, and will indemnify, hold harmless, protect, and defend Company and its subcontractors from any claim or suit arising from the use of all Customer Materials furnished by the Customer to Company.
The Services contain copyrighted material, trademarks, and other proprietary information, including without limitation, text, software, photos, video, graphics, and the entire contents of which are protected under the United States of America and international intellectual property laws (“Company Content”). The copyright in all Company Content and material provided in the Services is held or licensed by Company, provided that as between the Parties, Customer Materials provided to Company by the Customer are owned by Customer. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the Company Content in whole or in part. Except as expressly permitted by Company, nothing in the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopy, recording, or otherwise, without the prior written permission of Company. Any unauthorized use of any content contained in the Services may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
You will indemnify Company for any claims by third parties of infringement of copyrights, trademarks, proprietary rights or any other harm resulting from a Submission or Customer Material to Company by you.
Upon final payment under this Agreement, as applicable, Customer will be granted a revocable, limited license to use the databases, design and graphics contained in a Portal, solely for use within such Portal. All rights in photos, graphics, source code, work-up files, data, databases and computer programs remain the property of their respective owners. Company and its subcontractors retain the right to display graphics and other web design elements in a Portal as examples of their work in their respective portfolios. For this purpose, Customer grants to Company a limited right and license during the term of this Agreement to use Customer’s name, trademarks and logos (a) when referring to clients in Company’s marketing materials; (b) on Company’s own Website, (c) in printed and online advertising, publicity, directories, newsletters, and updates describing Company’s Services, and, (d) in applications reasonably necessary and ancillary to the foregoing. Customer may use Company’s trade name, trademarks, and service marks (collectively, “Company’s Marks”) in advertising and publicity in conjunction with the offering of the Services via the Portal, provided that Customer shall submit copy to Company for its prior written approval, and provided further that under no circumstances shall such use imply that Company endorses, sponsors, certifies, approves or is responsible for Customer Materials. Notwithstanding the foregoing, Customer need not obtain Company’s prior written approval where use of Company’s Marks is limited to inclusion in a list of systems via which Services are available.
17. DISCLAIMER AND LIMITATION OF LIABILITY
With the exception of the express warranties set forth in this Agreement, COMPANY EXPRESSLY DISCLAIMS ANY OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN ADDITION, COMPANY EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN CUSTOMER WITH RESPECT TO THE SERVICES OR ANY PART HEREOF. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY SPECIAL, OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, REVENUES, OR SAVINGS, EVEN IF THE PARTY HAS BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. COMPANY’S LIABILITY TO YOU FOR ANY AND ALL LOSSES, CLAIMS, DAMAGES, OR LIABILITY OF ANY KIND (INCLUDING CONTRACT OR TORT), WILL NOT EXCEED THE AMOUNTS PAID FOR THE PRIOR ONE MONTH PERIOD, EXCEPT AS OTHERWISE SET FORTH HEREIN. YOU AGREE THAT COMPANY PROVIDES NO REPRESENTATIONS AND WARRANTIES THAT ACCESS TO THE SERVICES WILL BE UNIMPEDED AND YOU AGREE THAT ACCESS TO THE SERVICES MAY BE SUSPENDED IN THE CASE OF TECHNICAL ERRORS, VIRUSES, AND THE LIKE.
INFORMATION FROM THIRD PARTIES CONTAINED IN THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, SHALL COMPANY BE LIABLE FOR ANY DAMAGES, UNDER ANY CIRCUMSTANCES, ARISING OUT OF INCORRECT INFORMATION OR DATA PROVIDED BY A THIRD PARTY THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION PRICING, PRODUCT AVAILABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
18. DATA PRIVACY
Company requires, and you hereby warrant and represent, that any data submitted to Company in connection with your use of the Services, has not been collected, stored, or transferred to Company in violation of any law, regulation, or contractual obligation applicable to you. You shall cause each End Purchaser to consent prior to the collection of data in a manner consistent with applicable law. You shall make the terms of any agreement with such End Purchasers at least as protective of Company as the terms of this Agreement (the “Mandatory Terms”). You cannot make representations or warranties on behalf of Company. If you make any claim, representation or warranty regarding the Services that is different from or in addition to those set forth in this Agreement, you will be solely and exclusively responsible for such claim, representation or warranty to the extent such representation or warranty differs from those in this Agreement and you shall indemnify Company for any damages whatsoever incurred or arising from any such claim, representation or warranty made by you. As between Company and you, you are responsible for all acts and omissions of your End Purchasers in connection with their use of the Services. You will promptly notify us if you become aware of any prohibited activities, and you will reasonably cooperate with Company, in connection with any prohibited activities of any End Purchaser using the Services.
To the extent you provide personally identifying information of End Purchasers to Company, its affiliates, or any of their respective officers, directors, shareholders, employees, licensees, agents, successors or assignees, that personally identifying information may be stored and processed in the United States of America or other countries in which Company or its affiliates maintain facilities. By using the Services, you consent to the transfer of such information outside of the country in which you provide the information, and acknowledge that you have provided any required notice to, and obtained any required consent from, End Purchasers for such transfer and for the use of Company cookies, flash tokens, HTML5, other technologies, and/or unique identifiers employed to identify an End Purchaser’s device.
Customer acknowledges that a breach of any confidentiality or proprietary rights provision of this Agreement may cause Company irreparable damage, for which the award of damages would not be adequate compensation. Consequently, Company may seek an injunction to prevent Customer from taking any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and Company may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which Company may be entitled at law or in equity.
20. GOVERNING LAW AND VENUE.
This Agreement shall be construed and governed by the laws of the State of Delaware, without regard to the principles of conflict of laws thereof. Customer agrees and accepts that any legal action or proceeding shall be brought in the federal or state courts for the State of Arizona, County of Maricopa, and Customer expressly waives any objection to personal jurisdiction, venue or forum non conveniens. Additionally, in the event of any dispute or claim relating to or arising out of this Agreement (including, but not limited to, any claims of breach of contract, tort, infringement), Customer agrees that all such disputes/claims will be resolved by means of a court trial conducted by the superior or district court in Maricopa County, Arizona, and Customer expressly waives any right it may otherwise have to a jury trial. THE PRECEDING PROVISION REGARDING VENUE DOES NOT APPLY IF YOU ARE AN INDIVIDUAL CUSTOMER RESIDENT IN A MEMBER COUNTRY OF THE EUROPEAN UNION. IF YOU ARE A CONSUMER BASED IN THE EUROPEAN UNION, YOU MAY MAKE A CLAIM IN THE COURTS OF THE COUNTRY WHERE YOU RESIDE.
Legal notices may be sent to RevolutionParts, Inc, Attention: Legal Department, 8902 E Via Linda, #110-165, Scottsdale, AZ 85258 (if by conventional mail) or at firstname.lastname@example.org (if by email). Notices to Customer may be sent either to the email address supplied in Customer’s account or to the address supplied by Customer as part of its registration data. In addition, Company may broadcast notices or messages through the Website to inform of changes to the Website or other matters of importance, and such broadcasts shall constitute notice to Customer to the extent permitted by applicable law. Any notices or communication under this Agreement will be deemed delivered to the party receiving such communication (a) on the delivery date if delivered personally to the party; (b) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (c) five business days after the mailing date, if sent by mail, return receipt requested; (d) on the delivery date if transmitted by email; or within three (3) days after Company posts a notice on the Website.
22. FORCE MAJEURE.
Company will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations that is caused by events outside its reasonable control (“Force Majeure Event”). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Company’s reasonable control including, but not limited to, restrictions of law, regulations, orders, or other governmental directives, labor disputes, acts of God, third party mechanical or other equipment breakdowns, terrorist attacks, fire, explosions, fibre optic cable cuts, interruption or failure of telecommunications or digital transmission links, Internet failures or delays, storms or other similar events.
23. NO THIRD PARTY BENEFICIARIES.
No person or entity not a party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof.
If any provision of this Agreement are held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force and effect.
25. WAIVER AND AMENDMENT.
If Company fails to insist upon strict performance of Customer’s obligations under any of these terms and conditions, or if Company fails to exercise any of the rights or remedies to which it is entitled under this Agreement, this will not constitute a waiver of such rights or remedies and will not relieve Customer from compliance with such obligations. No waiver by Company of any default will constitute a waiver of any subsequent default, and no waiver by Company of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to Customer in writing.
Customer may not transfer this Agreement, in whole or in part. Company may transfer this Agreement and/or subcontract some or all of its obligations hereunder at any time.
27. GEOGRAPHIC RESTRICTIONS.
Software, functionality, and/or features (collectively, “Service Functionality”), that may be available on or through the Services from time-to-time, is subject to United States Export Controls and all applicable laws and regulations. No Service Functionality from the Services (or products) may be downloaded or exported (a) into (or to a resident of) any country which the United States has embargoed goods; or (b) anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders. By downloading or using any Service Functionality, Customer represents and warrants that it (and its End Purchasers, where applicable) are not located in, under the control of, or a national or resident of any such country or on any such list. Although the Services may be accessible worldwide, Company makes no representation that materials on the Services are appropriate or available for use in locations outside the United States of America, and accessing them from territories where their contents are illegal, is prohibited. Those who choose to access the Services from other locations do so at their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Services is void where prohibited.
28. COMPLETE UNDERSTANDING.