Terms of Service – Updated as of 1/14/20  

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 bound as well by the Website Use Policy and Privacy Policy posted on this Website.

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or use of the Services, you agree that any previous agreements between you and RevolutionParts will be terminated and superseded by this Agreement.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.

1. SERVICES.

RevolutionParts.

RevolutionParts provides 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 transactions.

Sellers.

RevolutionParts provides 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 the Seller’s privacy policy, e-commerce terms governing returns, shipping, 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.

Buyers.

RevolutionParts provides 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.

2. ACCOUNT SET UP.

1. 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 and disclosed in accordance with our Privacy Policy.

2. 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”).

3. YOUR RESPONSIBILITIES; COMPLIANCE WITH LAW.

1. 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.

2. 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.

3. You 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.

4. You are responsible for providing the appropriate privacy policy, refund policy, return policy, and terms of use for your website and any terms of service applicable to services provided through your website. RevolutionParts is not responsible for the privacy practices of third-party websites and is not responsible for your privacy policy or practices.

5. You are responsible for deciding whether to ship any products ordered through our Services and for shipping such products to the Buyer.

6. 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.

7. 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.

8. You must comply with all laws and standards relating to product safety and liability in connection with the auto parts sold and distributed through authorized channels.  

9. In order to make full use of the RP Marketplace Portal and the Services, you must comply with the minimum system requirements set forth here.

10. 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 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.

11. 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.

12. Notwithstanding 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.

13. Seller is the taxpayer of record and agrees to comply with all applicable tax laws, including the collection of appropriate levels of sales tax. Seller shall be solely liable for any tax liabilities, including without limitation any penalties and interest. Seller is solely responsible for determining whether it must collect and remit taxes to various governmental agencies, including the amount of such tax, and agrees to hold harmless, defend, and indemnify the RevolutionParts for any liability related to this section.

14.  If Seller includes any applicable taxes in the purchase price, it shall clearly state to Buyers that the tax has been included in the purchase price.

4. THIRD PARTY SERVICES AND DATA END USER LICENSE.

1. Optional Third Party Services.

1. Customer 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.  

2. Third 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 Party through its website, terms of use and policies.

3. RevolutionParts 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. The RevolutionParts is not responsible for such third party delivery services and does not guarantee or warrant the performance of such services.

2. Hosting Provider. You 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.

3. MOTOR 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 the End-User Terms of Use 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 all of the terms and conditions of the End-User Terms of Use related to the Motor Databases.

4. DISCLAIMERS. 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 different.

5. RETURN POLICY.

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.

6. 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):

1. In a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;        

2. To interfere with or disrupt RevolutionParts’s Website or servers or networks connected to the Portal;

3. To use any data mining, robots, scraper or similar data gathering or extraction methods in connection with RevolutionParts’s Website or the Portal;

4. Attempt 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;

5. Take any action that imposes an unreasonable or disproportionately large load on our infrastructure;

6. Post anything contrary to RevolutionParts’s public image, goodwill or reputation;

7. You 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 or logos.

8. You shall not allow unsolicited email, marketing communications, spam or bulk email (“Prohibited Emails”) to be sent using the Services.

9. All email sent via RevolutionParts e-mail servers must meet the following criteria:

10. 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.

11. Email subject lines must not contain misleading information.

12. You 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.

13. We 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.

14. 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 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.

15. 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 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.

7. REPRESENTATIONS AND WARRANTIES.

1. RevolutionParts 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.

2. Customer 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 other rights.

3. Customer 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.

4. Each 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.

8. SEARCH ENGINE PERFORMANCE AND RANKINGS.

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 competitors’ rankings.

9. FEES AND PAYMENT TERMS.

1. In 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.

2. All Subscription Fees are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and all other similar charges by any federal, state, or local government authority, 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 Subscription.

3. We 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.

4. If 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.

5. During 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 months.

6. If 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.

7. You 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.

10. PROFESSIONAL SERVICES.

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.

11. TERM, TERMINATION, 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.

1. You 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).

2. You 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.

3. You 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 support@revolutionparts.com.

4. All fees are non-refundable.

5. Upon 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.

6. 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 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.

7. 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.

8. All sections of this Agreement that by their nature should survive termination will survive termination, including ownership, warranty disclaimers and limitations of liability.

12. CUSTOMER SUPPORT.

We will provide technical support related to your use of the Services in accordance with our then-current policies, available here.

RevolutionParts reserves the right to modify the posted current policies for technical support, at any time at its sole discretion.

13. CONFIDENTIALITY.

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 information.

14. DATA USE AND OWNERSHIP.

1. Transaction 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.

2. Seller 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 forth in its Privacy Policy.

3. RP Marketplace Portal and Data.

1. Seller may use the personal information it receives from Buyers solely in connection with its use of the Services and subject to the RevolutionParts’s Privacy Policy, 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.

2. All 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.

4. Services Intellectual Property. 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 consent.

15. PERFORMANCE WARRANTY AND AVAILABILITY.

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.

16. 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” BASIS.

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 BE CORRECTED.

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.

17. CUSTOMER MATERIALS.

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.

18. INTELLECTUAL PROPERTY 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 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 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.

19. 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 PURPOSE.

20. PRIVACY.

1. RevolutionParts 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 include express agreement with RevolutionParts’s Privacy Policy and the End User Terms of Use (the “Mandatory Terms”).

2. You 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.

3. To 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.

4. Customer represents that all End purchaser information has been collected (i) in accordance with applicable laws, including marketing and privacy laws; (ii) pursuant to a privacy policy that informs Buyers that Customer may share Buyer data with third parties for the provision of services or products to Buyers; and (iii) with End purchasers’ consent.

5. The 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 accordance with our Privacy Policy.

21. INJUNCTIVE RELIEF.

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.

22. 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.

23. NOTICES.

Legal notices may be sent to legal@revolutionparts.com. 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.

24. FORCE MAJEURE.

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 events.

25. 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.

26. SEVERABILITY.

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.

27. 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.

28. ASSIGNMENT.

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.

29. 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 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.

30. INTEGRATED AGREEMENT.

This Agreement, together with the Website Use Policy, the Privacy Policy, the End User Terms of Use, as applicable, and any applicable Amendment and any 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.

31. CAUSES OF ACTION.

The 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.