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.
(“RevolutionParts,” “we,” or “us”) regarding the terms under which the RevolutionParts through
this Website will provide you with access to online services that allow
authorized sales channels to sell OEM parts online or end buyers to purchase
auto-parts from authorized sellers on the platform (collectively, the “Services” as defined in section 1 below).
BY CLICKING ON THE BUTTON MARKED “I ACCEPT” OR BY USING THE SERVICES YOU AGREE
TO ABIDE BY AND BE BOUND 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 your company, if applicable.
Your Acceptance or use of
the Services also signifies that you have read, understood and agreed to be
We reserve the right to
update or change our Services and this Agreement at any time. Any changes to
this Agreement will be posted on this website or in your Portal and is
effective upon posting. Notwithstanding the foregoing, RevolutionParts reserves
the right to require you to re-accept the updated Agreement before you can
continue using the Services. The RevolutionParts may provide you with email
notice regarding material changes to this Agreement.
By your Acceptance or use
of the Services, you agree that any previous agreements between you and
RevolutionParts will be terminated and superseded by this Agreement.
Notwithstanding the foregoing, in the event you negotiate and execute with
RevolutionParts 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.
access to the Services to enable Sellers to sell auto-parts to third-party
buyers and for Buyers to purchase auto-parts from such Sellers either through a
private-label website hosted, supported, and provided by the RevolutionParts (“Seller Websites”) or through the RP
Marketplace Portal (defined below). Sellers may only sell those auto-parts and
other products that it has a legal right to sell and must do so in accordance
with the terms and conditions of this Agreement. All transactions are between
the Seller and Buyer directly and the RevolutionParts is not a party to such
access to its proprietary platform-based online solution that facilitates the
sale and distribution of auto-parts through your authorized channels pursuant
to the terms of this Agreement. Our platform solution supports Seller Websites
and provides access to a buyer and seller marketplace hosted by RevolutionParts
(the “RP Marketplace Portal”), and allows Buyers (defined below) to purchase auto-parts
from Seller via the RP Marketplace Portal. The Services include
RevolutionParts’s grant of your right to access to the RP Marketplace Portal as
configured for you and hosted by (or on behalf of) RevolutionParts and pursuant
to this Agreement, including all incorporated policies and agreements.
Retail purchasers that
purchase auto parts from Sellers, as the seller of record through Seller
Websites (“Retail Purchasers”) are
excluded from the definition of Buyers below. Retail Purchasers are subject to
recalls, and any other e-commerce policies provided by the Seller, in the
Seller’s sole discretion. As between Seller and RevolutionParts, Seller owns or
has the limited right to use all personal information and other data provided
to Seller by Retail Purchasers through a Seller Website and RevolutionParts is
not responsible for personal information provided to a Seller in the RP
Marketplace Portal or otherwise through the Services.
access to its proprietary platform-based online solution that facilitates the
sale and distribution of auto-parts to you (as a “Buyer”) with the intention of installing an auto part and not to
warehouse auto parts, on the RevolutionParts’s RP Marketplace Portal for the
purchase and sale of auto-parts (the “Buyer
Services,” and collectively with the Seller Services, the “Services”). The RP Marketplace Portal
is provided by RevolutionParts for Buyers to purchase auto parts directly from
Sellers that are identified, searchable, and accessible through our platform.
The term Services includes the access to the RP Marketplace Portal as accessed
by you and hosted by (or on behalf of) RevolutionParts. You may interact with
Sellers through the Services directly and such interactions and relating
business transactions are solely between you, as the Buyer and the Seller, and
not with RevolutionParts.
ACCOUNT SET UP.
In order to receive access to the Services, you
must provide your full legal name, current address, a valid email address, and
any other information requested in order for RevolutionParts to complete the
onboarding process. You will also have the ability to provide additional
optional information, which may not be required to register for an Account but
may be helpful to RevolutionParts in providing you with more a more customized
experience when using the Services. All this information is collected, used, stored
Upon your registration and Acceptance of this
Agreement by you, we will charge you for the initial set-up fee and/or for the
first month of Services, as applicable, as set forth in your Subscription Order
Form (the “Initial Setup Fee”).
COMPLIANCE WITH LAW.
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.
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.
must comply with all applicable laws, regulations, legal requirements, and
general industry standards and self-regulatory principles, including without
limitation privacy laws, including the California Consumer Protection Act,
and intellectual property laws, and all laws related to marketing, packaging,
consumer and product safety, product testing, labeling, and pricing and
packaging, in connection with this Agreement, your use of the Services and the
sale and distribution of auto-parts and related products through the Services.
applicable to services provided through your website. RevolutionParts is not responsible for
are responsible for deciding whether to ship any products ordered through our
Services and for shipping such products to the Buyer.
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.
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.
must comply with all laws and standards relating to product safety and
liability in connection with the auto parts sold and distributed through
order to make full use of the RP Marketplace Portal and the Services, you must
comply with the minimum system requirements set forth here.
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 RevolutionParts
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 RevolutionParts
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 RevolutionParts,
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 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.
anything herein to the contrary, the prohibitions listed above do not require RevolutionParts
to monitor, police or remove any Submissions or other information submitted by
you or any other user in the Portal and RevolutionParts will not monitor or
police Submissions in the Portal.
THIRD PARTY SERVICES AND
DATA END USER LICENSE.
agrees and understands that as part of the Services, RevolutionParts may offer
access to products, tools, services, data, databases, or content owned by and
licensed from third parties (collectively, the “Third Party Services”). Customer may opt in to use certain Third-Party
Services through the RevolutionParts Portal at the pricing set by such third
parties. If Customer opts in to using such Third-Party Services, Customer
agrees to be bound by the applicable Third-Party Services terms and to pay the
fees for such Third Party Services as provided through
the RevolutionParts Portal.
Party Services may also include other tools, services, and integrations that
RevolutionParts offers through the Portal and your use of the Services.
Customer understands and acknowledges that Third Party Services are not
licensed pursuant to the provisions set forth in this Agreement. The owners of
the Third Party Services retain all right title and interest in their offerings
and Customer shall have only such rights and/or licenses, if any, to use the
Third Party Services as are set forth in the relevant terms, identified within
your applicable registration of Services or directly provided by the Third
may support certain third-party local delivery services to facilitate local
parts delivery for its Buyers and Sellers. In each instance, the
RevolutionParts has contracted with a third-party delivery service and you may
opt in to using the delivery service subject to the applicable provider’s terms
and conditions. RevolutionParts is not responsible for such third-party
delivery services and does not guarantee or warrant the performance of such
agree and understand that RevolutionParts may enter into an arrangement with
one or more third parties for the performance of RevolutionParts’s hosting
obligations, whereby any such third party may host the Services
(RevolutionParts’s “Third-Party Hosting
Provider”). RevolutionParts 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, RevolutionParts will reasonably
make this information available to you.
END USER LICENSE.
The Third-Party Services may also include access to and the right to limited
use of the Motor Information Systems motor databases (“Motor Database”), which is incorporated into the RP Marketplace
Portal and provides access to a vehicle-by-vehicle part look-up catalogue. As a
condition of accessing the RP Marketplace Portal pursuant to this Agreement and
accessing the Motor Database, you expressly agree to be bound by the terms of
whereby the Motor Databases (as defined therein) are licensed to you, as an End
User, subject to the restrictions therein. You agree to strictly comply with
REVOLUTIONPARTS SHALL HAVE NO OBLIGATION WHATSOEVER UNDER THIS AGREEMENT TO
DELIVER, SUPPORT OR MAINTAIN ANY SUCH THIRD PARTY OFFERINGS, NOR WILL
REVOLUTIONPARTS HAVE ANY LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE
NATURE OF THE CLAIM OR THE NATURE OF THE CLAIMED OR ALLEGED DAMAGES, INCLUDING,
WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES, FOR ANY CLAIM ARISING FROM OR RELATED TO CUSTOMER’S OR ANY CUSTOMER’S
USE OR DISTRIBUTION OF THE THIRD PARTY OFFERINGS, INCLUDING WITHOUT LIMITATION
ANY PRODUCT OR PART DATA MADE AVAILABLE THROUGH SUCH THIRD PARTY SERVICES, AND
THE REVOLUTIONPARTS DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES,
EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO ANY AND ALL SUCH THIRD PARTY
SERVICES, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY, TITLE,
NON-INFRINGEMENT, AND/OR NON-INTERFERENCE. Customer acknowledges and agrees
that the foregoing disclaimers, limitations and exclusions of liability form an
essential basis of the bargain between the parties, and that, absent such
disclaimers, limitations and exclusions, the terms of this Agreement,
including, without limitation, the economic terms, would be substantially
The RevolutionParts does not accept returns of
parts purchased through its Services or the RP Marketplace Portal. Accordingly,
all returns are subject to the appropriate Seller’s return policy and the
RevolutionParts is not responsible for part returns or refunds.
RESTRICTIONS ON USE.
Unless you have written permission from
RevolutionParts stating otherwise, you shall not and are not authorized to use
the Portal in any of the following ways (these are examples only and the list
below is not inclusive):
a manner that violates any local, state, national, foreign, or international
statute, regulation, rule, order, treaty, or other law;
interfere with or disrupt RevolutionParts’s Website or servers or networks
connected to the Portal;
use any data mining, robots, scraper or similar data gathering or extraction
methods in connection with RevolutionParts’s Website or the Portal;
to gain unauthorized access to any portion of RevolutionParts’s Website or any
other accounts, computer systems, or networks connected to the Portal, whether
through hacking, password mining, or any other means;
any action that imposes an unreasonable or disproportionately large load on our
anything contrary to RevolutionParts’s public image, goodwill or reputation;
shall not purchase search engine or other pay per click keywords (such as
Google AdWords) or purchase domain names that use RevolutionParts’s name,
RevolutionParts’s trademarks, logos or variations of RevolutionParts trademarks
shall not allow unsolicited email, marketing communications, spam or bulk email
(“Prohibited Emails”) to be sent using the Services.
email sent via RevolutionParts e-mail servers must meet the following criteria:
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.
subject lines must not contain misleading information.
shall not send unsolicited mass mailings from another service that in any way
implicates the use of RevolutionParts or our Third-Party Hosting Provider,
whether or not the message actually originated from our network.
may actively monitor our mail servers for abuse. RevolutionParts may
immediately terminate the Services, without refund, of any Customer that uses
the RevolutionParts mail servers to send Prohibited Emails.
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 engage of any framing of the Website or
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.
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 Buyer and you.
RevolutionParts reserves the right to terminate
access to your Account without notice, for any action that RevolutionParts
reasonably determines is inappropriate or disruptive to the Portal, or to any
other user of RevolutionParts’s Services. RevolutionParts 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 RevolutionParts’s discretion, RevolutionParts will cooperate
with law enforcement agencies in any investigation of alleged illegal activity
on the Portal or on the Internet.
represents and warrants to you that it will perform the Services using
personnel of required skill, experience, and qualifications and in a
professional manner in accordance with generally recognized industry standards
for similar services.
represents and warrants to RevolutionParts that it shall (a) use the Services
solely for installation of automotive parts and not for warehousing purposes;
(b) use the Services in compliance with all applicable laws, rules,
regulations, and standards; and (c) that it has all necessary rights and
consents in and relating to any data or information received by RevolutionParts
in accordance with the Services provided under this Agreement and such data
does not otherwise violate any intellectual property rights or any privacy or
agrees and acknowledges that the Seller in the RP Marketplace is the “seller of
record” in connection with the authentication and quality of each automotive
part and accessory and to the extent applicable, represents and warrants to
RevolutionParts that it shall not sell or offer for sale any counterfeit parts
or accessories or any parts in violation of any applicable laws, rules,
regulations, or standards.
party represents and warrants to the other party that it has the full right,
power, and authority to enter into and perform its obligations and grant the
rights and authorizations under this Agreement and that such party is
authorized to enter into this Agreement and bind the respective party and that
this Agreement constitutes the legal, valid, and binding obligation of such
party, enforceable against such party in accordance with its terms.
SEARCH ENGINE PERFORMANCE
We cannot guarantee search engine performance or
ranking of a Portal or auto parts e-commerce website. 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
FEES AND PAYMENT TERMS.
consideration for the Services, you agree to pay all fees and/or charges to
your Account based on RevolutionParts’s fees and charges in effect as shown on
our Pricing Page. You understand
that your Subscription (as defined in Section 9 of this Agreement) charges are
recurrent 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, and that such remittance and collection of Fees shall be on
such date that you commence your Subscription to the Services. You acknowledge
and agree that all fees and charges are due on the date of commencement of
Services and on a recurring basis thereafter on either the first day of the
month or on each annual anniversary date of your Subscription.
Subscription Fees are exclusive of taxes and similar assessments, other than
sales taxes, which will be added to invoices for the Services. You are
responsible for all other taxes and other similar charges by any federal,
state, or local government authority on your use of the Services, other than
taxes imposed on the RevolutionParts’s income. If applicable, you shall provide
the RevolutionParts with a tax-exempt certificate upon commencement of your
reserve the right to modify the pricing terms or the Subscription Fees, by
providing you with email notice. Such modification or Subscription Fee increase
will be effective at the commencement of the next Subscription term (whether
fixed term or monthly) following such pricing notification.
you do not pay on time or if RevolutionParts cannot charge your payment method
for any reason, RevolutionParts reserves the right to either suspend or
terminate your access to the Services and Account and terminate this Agreement.
registration you will be required to designate a payment method and provide
payment information. During the Term of this Agreement between you and the
RevolutionParts, all subscription fees will be charged automatically to the
payment information you provided, annually in advance for annual subscriptions
and monthly for monthly subscriptions. You will receive a receipt via email
when your payment has been processed. You hereby authorize the RevolutionParts
to automatically charge your designated credit card or charge your payment
information for the Fees in advance as set forth in this Agreement without any
further authorization from you. You acknowledge that the authorization will
remain in effect until you cancel such authorization by terminating this
Agreement or otherwise providing us with written notice pursuant to section
11.3 below. If your designated payment information or credit card cannot be
charged, your access to the Services may be suspended and you will need to
update your payment information for continued access to the Services. There
will be no refunds or credits for partial months of service or for unused
your designated payment information or credit card cannot be charged or if you
have any outstanding invoices for amounts due and not received within thirty
(30) days of receipt, then RevolutionParts may assess a $15 late payment charge
and 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.
are also responsible for any fees related to other products and services you
may acquire from RevolutionParts (including Third Party Services) and for any
additional fees that may be incurred, including, without limitation, charges
related to the Buyers’ credit cards (merchant account), chargebacks, fraud,
renewing domain(s), shipping merchandise to Buyers, advertising, marketplace
fees and the like.
you opt-in and agree to RevolutionPart’s Marketplace Tax Comply program, and
contingent upon your affirmative enrollment in RevolutionPart’s Marketplace Tax
Comply program by clicking “Enroll” in the Services process, then the following
terms and conditions are hereby incorporated into this Agreement and govern the
Services provided to you by RevolutionParts.
General. By opting in to the
RevolutionParts Marketplace Tax Comply program (“Marketplace Tax Comply”) you agree and understand that in the
jurisdictions in the United States that have enacted marketplace facilitator
laws and rules and in which RevolutionParts is registered as a marketplace
facilitator (the “Marketplace Jurisdictions”), RevolutionParts, is the taxpayer
responsible for calculating, collecting, reporting, remitting, and refunding sales
and use taxes on sales of Seller’s goods on the RevolutionParts Marketplace
Portal, seller websites and webstores (collectively, “RevolutionParts Sites”), as
set forth in this section, and RevolutionParts is referred to as the
“Marketplace Facilitator” in this section. To qualify as a “sale” under the
Marketplace Tax Comply program, the order must be prepaid electronically
through the RevolutionParts Sites, referred to herein as a “Marketplace Tax
Comply Transaction.” Orders that are transacted outside of the RevolutionParts Sites,
whether via paper invoice, check, wire, ACH or otherwise, are not considered
“sales” that occur within the RevolutionParts Sites and do not qualify under
the Marketplace Tax Comply program.
Tax Comply Obligations and Responsibilities.
agrees and acknowledges that (i) RevolutionParts is
the taxpayer of record in connection with Marketplace Tax Comply Transactions
in the Marketplace Jurisdictions; (ii) RevolutionParts is solely responsible
for determining whether it must collect and remit sales and use tax to the
appropriate governmental agencies, including the amount of such tax; (iii) that
Seller remains the taxpayer of record for all other taxes applicable to Seller and
Seller’s business in all applicable jurisdictions, including those that are not
Marketplace Jurisdictions, and is responsible for complying with all applicable
tax laws and regulations appropriate to its business; and (iv) Seller is solely
responsible for any sales tax liability relating to RevolutionParts’ failure to
collect and remit sales and use tax in Marketplace Jurisdictions due to
insufficient or incorrect information provided by Seller to RevolutionParts.
agrees and understands that except for the collection of sales and use tax for Marketplace
Tax Comply Transactions in the Marketplace Jurisdictions, Seller is the
taxpayer of record and is still responsible for all taxes on its business. In
connection with states that have exclusions to the marketplace facilitator laws
and rules, Seller acknowledges and agrees that it will manage, collect, and
remit the appropriate taxes in such states.
agrees and acknowledges that, as Marketplace Facilitator, (i)
RevolutionParts shall be solely liable for calculating, collecting, remitting,
and refunding sales and use taxes covered under the Marketplace Tax Comply
program in the appropriate Marketplace
Jurisdictions and in accordance with applicable state laws, and shall be solely
liable for related liabilities, including without limitation any penalties and
interest arising out of its collection and remitting of sales and use taxes on Marketplace
Tax Comply Transactions; and (ii) RevolutionParts is solely responsible for
determining whether it must collect and remit sales and use taxes for
Marketplace Tax Comply Transactions to the appropriate governmental agencies,
including the amount of such tax. RevolutionParts is not collecting sales and
use taxes for Marketplace Tax Comply Transactions on behalf of a Seller, but
rather, on its own accord as the taxpayer of record in connection with Marketplace
Tax Comply in the Marketplace Jurisdictions.
agrees to retain tax-exempt certificates from end customers or Buyers for any
Marketplace Tax Comply Transactions, if applicable. You
agree to provide such tax-exempt certificates within a 10-business day period
following request by RevolutionParts and Seller is solely responsible for any
sales tax liability and related fines, interest, or fees as a result of failure
to produce a tax-exempt certificate for such transactions.
RevolutionParts agrees to hold harmless, defend, and indemnify Seller for any
liabilities, claims, penalties (including interest), or loss (including
reasonable attorneys’ fees) arising out of or related to RevolutionParts’
calculation, collection, remittance or refunding of sales and use taxes covered
under the Marketplace Tax Comply Transactions in the Marketplace Jurisdictions.
Seller agrees to hold harmless, defend, and indemnify RevolutionParts, and its
officers, directors, employees, shareholders, and agents for any liabilities,
claims, penalties, or loss (including reasonable attorneys’ fees) arising out
of or related to the accuracy and completeness of the information provided to
RevolutionParts for purposes of calculating and collecting sales and use taxes
for Marketplace Tax Comply Transactions. Seller agrees and acknowledges that it
is solely responsible for the information provided to RevolutionParts and shall
indemnify RevolutionParts for any loss or sales tax liability relating to
RevolutionParts’ failure to collect and remit sales and use taxes for
Marketplace Tax Comply Transactions due to insufficient or incorrect
information provided by Seller to RevolutionParts.
indemnification obligations set forth in this section 10 are conditioned upon
prompt notification to the indemnifying party of any threatened or actual claim
or liability and cooperation with the indemnifying party to facilitate the settlement
or defense of any claim or loss.
If you do not
affirmatively enroll in RevolutionPart’s Marketplace Tax Comply program, then
you are deemed to have opted out of such program and the following terms and
conditions are hereby incorporated into this Agreement and govern the Services
provided to you by RevolutionParts.
Seller agrees and acknowledges the following:
has expressly opted out of the RevolutionParts Marketplace Tax Comply terms and
that it is the taxpayer of record in connection with all sales by Seller on the
RevolutionParts Sites, including without limitation all sales and use taxes;
agrees to comply with all applicable tax laws, rules, and regulations,
including the collection and remittance of appropriate sales and use tax;
is solely responsible for determining whether it must collect and remit sales
and use tax to the appropriate governmental agencies, including calculating the
amount of such tax; and
is solely liable for calculating, collecting, and remitting sales and use tax
in accordance with applicable state laws, and shall be solely liable for
related liabilities, including without limitation any penalties and interest
arising out of its collection and remittance of sales and use tax.
Seller agrees to hold harmless, defend, and indemnify RevolutionParts and its
officers, directors, employees, shareholders, and agents for any liabilities,
claims, penalties (including interest), or loss (including reasonable
attorneys’ fees) arising out of or related to Seller’s calculation, collection,
remittance or refunding of sales and use tax in all applicable jurisdictions or
Seller’s breach or violation of its obligations under this section.
If Seller includes any applicable taxes in the
purchase price for goods sold on the RP Sites, it shall clearly state to Buyers
that such tax has been included in the purchase price.
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.
RENEWAL AND CANCELLATION OF SERVICES.
By accepting this Agreement and agreeing to pay
your applicable subscription fee (“Subscription
Fee”), your Services subscription (“Subscription”)
will commence from your Subscription Commencement Date and continue for the
Subscription Term Length set forth in your Subscription Order Form, unless
earlier terminated by either party as set forth herein.
may terminate your Subscription by providing notice to the RevolutionParts
thirty (30) days in advance of the end of your current Subscription term. If
you do not notify us of your intention to terminate within thirty (30) days of
the end of your then-current Subscription term, then your Subscription will
automatically renew for the same Subscription term (either monthly or fixed-term).
may add and/or upgrade features to your Services at any time and doing so will
not alter the term of your chosen Subscription, which will continue for the
time originally contracted. Please be aware however, that if you downgrade your
Subscription there will be no refunds of any Subscription fees.
may terminate or elect a fixed-term by calling in to our Support Team at
480-779-7278 during our business hours or by emailing us at email@example.com.
All fees are
cancellation or termination of the Services, we will stop your regular 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.
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 Distributed Denial of
Service “DDoS” attack) that in RevolutionParts’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.
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.
sections of this Agreement that by their nature should survive termination will
survive termination, including ownership, warranty disclaimers and limitations
We will provide technical support related to
your use of the Services in accordance with our then-current policies,
RevolutionParts reserves the right to modify the
posted current policies for technical support, at any time at its sole
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. For purposes of this Agreement, “confidential information” means
any non-public material or information that you disclose to us under the terms
of this Agreement. This section shall not apply to information that becomes
publicly available or is independently developed without use of the confidential
DATA USE AND OWNERSHIP.
Data; Ownership and Use.
We may collect statistical data in a variety of ways, including without
limitation Google Analytics, back-end databases, and orders (“Transaction Data”). Transaction 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 Transaction Data to you in new formats to
aid you in understanding your own online business including, graphs, reports,
figures and spreadsheets. We may aggregate Transaction 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. To the extent
that the RevolutionParts generates Transaction Data, the RevolutionParts shall
hold all rights, title, and interest to such Transaction Data, which is owned
solely by the RevolutionParts and may be used by the RevolutionParts for any
lawful purpose, including without limitation the purposes set forth above. To
the extent you are provided with Transaction Data by the RevolutionParts, you
may only use such Transaction Data to further your use of the Services under
the terms of this Agreement and in compliance with the RevolutionParts’s
policies and applicable law. You agree not to disclose or convey any
Transaction Data to any third party or use such Transaction Data for any
purpose other than as required to use the Services.
Data and Buyer Data.
Seller owns all rights, title, and interest in and to data that such Seller
provides to the RevolutionParts through the RP Marketplace Portal, a Seller
Website, or otherwise through the Services (the “Seller Data”). Seller represents and warrants to the
RevolutionParts that it has all necessary consents, authority, and the rights
to use such Seller Data for the purposes contemplated by the Services and
agrees to hold the RevolutionParts harmless for any claims related to the use,
accuracy, or completeness of such Seller Data. Buyer owns all rights, title,
and interest in and to data that such Buyer provides to the RevolutionParts
through the RP Marketplace Portal; provided that RevolutionParts or third
parties, including the Sellers, may use such Buyer data and information as set
Marketplace Portal and Data.
may use the personal information it receives from Buyers solely in connection
which controls who may access such data. Seller will only use Buyer Data that
it receives through the RP Marketplace Portal for the purpose of completing
transactions through the RP Marketplace Portal and for no other purpose. Buyer
owns all rights, title, and interest in and to data that such Buyer provides to
the RevolutionParts through the Portal or the Services (the “Buyer Data”). Buyer agrees to hold the
RevolutionParts harmless for any claims related to the use, accuracy, or
completeness of such Buyer Data.
parts availability and pricing data accessed through the RP Marketplace Portal
is owned by the RevolutionParts or its licensors and may not be re-used,
re-sold, or disclosed by Buyers or Sellers or any other third party. The
RevolutionParts does not guarantee or warrant the accuracy or completeness of
such data and the use of such data is on an “as is” basis.
The RevolutionParts owns all intellectual property rights in and to the
Services, the Portal (including all components thereof) and all work product,
development, inventions, technology, or other materials provided under this
Agreement. RevolutionParts reserves all rights not expressly granted to you in
this Agreement. Any trademarks of the RevolutionParts shall remain the sole and
exclusive property of the RevolutionParts and you shall not have any right to
use any of the RevolutionParts’s trademarks without its express written
PERFORMANCE WARRANTY AND
RevolutionParts 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. Customer must notify RevolutionParts 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 RevolutionParts.
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 RevolutionParts (“Availability”).
Your sole remedy if the Services do not meet the Availability will be the
credits set forth here.
FRAUD SCORE; DISCLAIMER.
The Services include access to a fraud score
feature, which provides fraud risk information on an order-by-order basis for
the limited purpose of evaluating orders.
The parties understand and agree that neither RevolutionParts 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 provided by the
RevolutionParts do not constitute “consumer reports” as defined in the FCRA.
You understand that any information you provide to RevolutionParts in order to
use the Services has not been collected by RevolutionParts 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”
REVOLUTIONPARTS 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
FOR THE AVOIDANCE OF DOUBT, YOU EXPRESSLY
ACKNOWLEDGE AND UNDERSTAND THAT YOU WILL NOT RELY ON FRAUD SCORE SERVICE FOR
ANY PURPOSE GENERALLY OR ANY PARTICULAR RESULTS OF FRAUD SCORE SERVICE TO MAKE
ANY DECISIONS GENERALLY OR WITH RESPECT TO ANY PARTICULAR CUSTOMER ORDER; THAT
NEITHER REVOLUTIONPARTS 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.
Customer represents and warrants to
RevolutionParts that any materials, text, domain names graphics, photos,
designs, trademarks, logos, or other artwork (“Customer Materials”) furnished to RevolutionParts for use by
RevolutionParts 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 RevolutionParts and its subcontractors from any
claim or suit arising from the use of all Customer Materials furnished by the
Customer to RevolutionParts.
OWNERSHIP AND INFRINGEMENT INDEMNITY.
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 (“RevolutionParts Content”).
The copyright in all RevolutionParts Content and material provided in the
Services is held or licensed by RevolutionParts, provided that as between the
Parties, Customer Materials provided to RevolutionParts 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
RevolutionParts Content in whole or in part. Except as expressly permitted by
RevolutionParts, 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
RevolutionParts. 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, DEFEND, AND HOLD HARMLESS
THE REVOLUTIONPARTS FOR ANY CLAIMS BY THIRD PARTIES FOR YOUR USE OF THE
SERVICES OR PORTAL, OR FOR INFRINGEMENT OF COPYRIGHTS, TRADEMARKS, PROPRIETARY
RIGHTS OR ANY OTHER HARM RESULTING FROM A SUBMISSION OR CUSTOMER MATERIAL TO REVOLUTIONPARTS
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 and subject to all applicable end user license
agreements incorporated herein by reference. All rights in photos, graphics, source
code, work-up files, data, databases and computer programs remain the property
of their respective owners. RevolutionParts 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 RevolutionParts 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 RevolutionParts’s marketing materials; (b) on RevolutionParts’s own
Website, (c) in printed and online advertising, publicity, directories,
newsletters, and updates describing RevolutionParts’s Services, and, (d) in
applications reasonably necessary and ancillary to the foregoing. Customer may
use RevolutionParts’s trade name, trademarks, and service marks (collectively,
“RevolutionParts’s Marks”) in advertising and publicity in conjunction with the
offering of the Services via the Portal, provided that Customer shall submit
copy to RevolutionParts for its prior written approval, and provided further
that under no circumstances shall such use imply that RevolutionParts endorses,
sponsors, certifies, approves or is responsible for Customer Materials.
Notwithstanding the foregoing, Customer need not obtain RevolutionParts’s prior
written approval where use of RevolutionParts’s Marks is limited to inclusion
in a list of systems via which Services are available.
WARRANTY DISCLAIMER AND
LIMITATION OF LIABILITY.
With the exception of the express warranties set
forth in this Agreement, RevolutionParts 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, RevolutionParts 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, OR LOST PROFITS, REVENUES, OR SAVINGS, EVEN IF THE PARTY HAS
BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. REVOLUTIONPARTS’
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 UNDERSTAND
AND AGREE THAT THE TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT,
BUT FOR THIS AMOUNT. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND
APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE
FAILED OF ITS ESSENTIAL PURPOSE.
YOU AGREE THAT REVOLUTIONPARTS 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 REVOLUTIONPARTS
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
requires, and you hereby warrant and represent that any data submitted to
RevolutionParts in connection with your use of the Services, has not been
collected, stored, or transferred to RevolutionParts in violation of any law,
regulation, or contractual obligation applicable to you. You shall cause each
Buyer 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 Buyers
cannot make representations or warranties on behalf of RevolutionParts. 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 RevolutionParts for any damages whatsoever
incurred or arising from any such claim, representation or warranty made by
you. As between RevolutionParts and you, you are responsible for all acts and omissions
of your Buyers 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 RevolutionParts, in connection with any prohibited
activities of any Buyer using the Services.
the extent you provide personally identifying information of Buyers to
RevolutionParts, 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. 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, Buyers for such transfer and for the use of
RevolutionParts cookies, flash tokens, HTML5, other technologies, and/or unique
identifiers employed to identify an Buyer’s device.
represents that all End purchaser information has been collected (i) in accordance with applicable laws, including marketing
Customer may share Buyer data with third parties for the provision of services
or products to Buyers; and (iii) with End purchasers’ consent.
data that RevolutionParts collects from a Buyer or Seller may be transferred to, and stored at a destination outside the European
Economic Area (“EEA”). It may also
be processed by staff operating outside the EEA who work for RevolutionParts or
for one of its service providers. Such staff may be engaged in, among other
things, the fulfilment of your order, the processing of your payment details
and the provision of support services. By submitting your personal data, you
agree to this transfer, storing or processing. RevolutionParts will take all
steps reasonably necessary to ensure that your data is treated securely and in
Customer acknowledges that a breach of any
confidentiality or proprietary rights provision of this Agreement may cause
RevolutionParts irreparable damage, for which the award of damages would not be
adequate compensation. Consequently, RevolutionParts 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 RevolutionParts may
seek the entry of an injunction enjoining any breach or threatened breach of
those provisions, in addition to any other relief to which RevolutionParts may
be entitled at law or in equity.
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 firstname.lastname@example.org.
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, RevolutionParts 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 (e) within three (3) days after RevolutionParts posts
a notice on the Website.
RevolutionParts 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
RevolutionParts’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
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 is 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.
WAIVER AND AMENDMENT.
If RevolutionParts fails to insist upon strict
performance of Customer’s obligations under any of these terms and conditions,
or if RevolutionParts 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 RevolutionParts of any default will constitute a
waiver of any subsequent default, and no waiver by RevolutionParts 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. RevolutionParts may amend
the terms of this Agreement at any time by posting on this Website and such
amended Agreement is effective upon the date it is posted on the Website.
Customer may not assign or transfer this
Agreement, in whole or in part, without the RevolutionParts’s prior consent,
and absent such consent, any attempted transfer or assignment is void; provided
that Customer may assign this Agreement and its rights and obligations under
the Agreement in connection with the transfer or sale of all or substantially
all of its business or in the event of a merger or similar change in control
transaction. RevolutionParts may assign or transfer this Agreement and/or
subcontract some or all of its obligations hereunder at any time.
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 Buyers, 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,
RevolutionParts 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.
This Agreement, together with the Website
additional or special subscription and payment terms provided to you,
constitute the sole and entire agreement between Customer and RevolutionParts
with respect to the Services and supersedes all prior and contemporaneous
understandings, agreements, representations, warranties or terms and
conditions, both written and oral, with respect to the Services. Any additional
services not specified in this Agreement must be authorized in writing.
Paragraph headings are included for convenience and are not to be used to
interpret this Agreement.
CAUSES OF ACTION.
parties agree that any cause of action arising out of this Agreement or the
Portal must commence within one (1) year after the cause of action accrues.