Terms of Service – Updated as of 11/04/22  

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, which are incorporated into each Order Form or click-through registration form between a customer and RevolutionParts (collectively, with all attachments and incorporated terms, the “Agreement”) constitute a binding agreement between the customer identified on the Order Form or in the click-through registration  (“Customer” or “you”) and RevolutionParts, Inc. (“RevolutionParts,” “we,” or “us”) regarding the terms under which RevolutionParts will provide you with access to its proprietary online software-as-a-service platform and related services that allow authorized sales channels to sell autoparts online and for end buyers to purchase auto-parts from authorized sellers on the platform (collectively, the “Services” as defined in section 1 below). The Order Form or online registration form (as applicable), all attachments thereto (if any), and this Terms of Service, and all incorporated terms herein, shall be the entire Agreement between the parties in connection with the Services. 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 otherwise in the RevolutionParts Services, and is effective fifteen (15) days after posting as set forth in section 28 of this Terms of Service. 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 provides access to its proprietary software-as-a-service platform that facilitates the sale and distribution of      auto-parts and other products through authorized sales channels pursuant to the terms of this Agreement.

Sellers and Seller Websites, Channel Operator Marketplaces, RP Marketplace, and Third-Party Marketplaces.

RevolutionParts provides access to the Services to enable Sellers, distributors and manufacturers (collectively referred to as “Sellers”) to sell auto-parts to third-party buyers, and for Buyers to purchase auto-parts, either (1) directly from such Sellers through a private-label website hosted, supported, and provided by the RevolutionParts (“Seller Websites”),  or (2) through a Channel Operator-branded marketplace (a “Channel Operator Marketplace”), (3) a third-party marketplace, or (4) the RP Marketplace (defined below). For purposes of this Agreement, a “Channel Operator” is defined as a third-party that operates a sales channel marketplace for Sellers to sell auto-parts to Buyers.

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 and applicable laws. All purchase and sale transactions using the Services, including via Seller Websites, or via a Channel Operator, RP Marketplace, or third-party marketplace are between the Seller and Buyer directly and RevolutionParts is not a party to such transactions.

The RevolutionParts Services include a buyer and seller marketplace hosted by RevolutionParts (the “RP Marketplace), which allows Buyers (defined below) to purchase auto-parts and other products from Sellers via the RP Marketplace, subject to the terms of this Agreement. RevolutionParts’  grants Customer the right to access the RP Marketplace as configured for that Customer and hosted by (or on behalf of) RevolutionParts and pursuant to this Agreement. Only authorized Sellers using the RevolutionParts Services and RP Marketplace have access to specific OEM catalog data, subject to the terms of this Agreement, including end user license restrictions as incorporated herein by reference.

Retail Purchasers.

Retail purchasers that purchase auto parts and other products from Sellers, as the seller of record through Seller Websites, Seller-branded marketplaces, or the RP Marketplace (“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 or otherwise through the Services.

Buyers and Buyer Accounts.

RevolutionParts provides access to the Service to buyers  (as a “Buyer”), each of who create a buyer account (“Buyer Account”) with RevolutionParts  (the “Buyer Services,” and collectively with the Seller Services, the “Services”) and agree to this Terms of Service in connection with its use of the Services as a Buyer. The RP Marketplace and Channel Operator Marketplaces are provided by RevolutionParts for Buyers to purchase auto parts and other products directly from Sellers that are identified, searchable, and accessible through our platform. The Services for Buyers includes access to the RP Marketplace and Channel Operator Marketplaces. Buyers may interact with Sellers through the Services directly and such interactions and relating business transactions are solely between the Buyer, and the Seller, and not with RevolutionParts. RevolutionParts may send marketing and Services and product related notifications to Buyer, subject to its Privacy Policy and any consents required by applicable law, and subject to any terms agreed upon between RevolutionParts and Channel Operator.

Buyers may purchase auto parts and other products from a Channel Operator Marketplace, subject to these Terms of Service and the terms and conditions set by the respective Channel Operator and/or Seller. Buyers may purchase auto parts and other products from a third-party marketplace, subject to the terms and conditions of such third-party marketplace.

2. ACCOUNT IMPLEMENTATION.

2.1 In order to receive access to the Services, the Customer administrator must complete the Customer’s account registration, which includes providing  full legal name of the Customer and the authorized administrator, current address, a valid email address, and any other information requested in order for RevolutionParts to complete the onboarding process, which may include additional personal data required to provide access to a third-party payment processor incorporated into the Services. 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 a more customized experience when using the Services. All this information is collected, used, stored and disclosed in accordance with our Privacy Policy.       

3. YOUR RESPONSIBILITIES; COMPLIANCE WITH LAW.

3.1 You are responsible for keeping your administrative password(s) secure and ensuring that your authorized Users maintain the security and confidentiality of all account credentials. We cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password.

3.2 Sellers 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 Services or otherwise on the URL that provides access to our Services.

3.3 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. You represent and warrant that you have all necessary rights, authorizations, and consents required to provide Customer Data to RevolutionParts for purposes of providing the Services in accordance with this Terms of Use. “Customer Data” shall be defined as all data provided, submitted, or uploaded by Customer under the scope of this Agreement.

3.4 Sellers 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.

3.5 Sellers are responsible for deciding whether to ship any products ordered through our Services and for shipping such products to the Buyer or Retail Purchaser.

3.6 You are responsible for all content and images that are uploaded and published by you on your website and Services, and for obtaining all necessary licenses and rights to third party materials that you publish or grant access to.

3.7 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.

3.8 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.

3.9 In order to make full use of the RP Marketplace Services and the Services, you must comply with the minimum system requirements as provided during your implementation process.

3.10 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 Services, must comply with the Content Standards set out below. By providing a Submission through the Services, 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 Services.

3.11 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.

3.12 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 Services and RevolutionParts will not monitor or police Submissions in the Services.

4. THIRD PARTY SERVICES AND DATA END USER LICENSE.

4.1. Optional Third-Party Services.

4.1.1. 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 Services or otherwise through your access to the Services. 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 to Revolution Parts, unless expressly otherwise provided for during your opt in and registration for such Third Party Services.

4.1.2. Third Party Services may also include other tools, services, and integrations that RevolutionParts offers through the Services 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.

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

4.1.4 If any provider of Third Party Services ceases to make such Third-Party Services available through the RevolutionParts Services or Services, then we may cease providing those Third-Party Services and related features and functionality without entitling you to any credit, refund, or compensation.

4.2. Hosting Provider. You agree and understand that RevolutionParts may enter into an arrangement with one or more third parties for the performance of RevolutionParts’  hosting obligations, whereby any such third party may host the Services (RevolutionParts’ 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.

4.3. 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 Services and provides access to a vehicle-by-vehicle part look-up catalogue. As a condition of accessing the RP Marketplace Services 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.

4.4. 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.

4.5 RevolutionParts Shipping Policy.

4.5.1 You may utilize RevolutionParts Services to access and purchase certain shipping services through various carriers available on the RevolutionParts Services. You acknowledge and agree that RevolutionParts serves only as an intermediary between you and the applicable carrier, and you are solely responsible for shipping to your end customers, as well as compliance with all local and international shipping and customs regulations. You agree that you are solely responsible for any local customs charges, import taxes, or duties related to your shipments and will arrange for payment. RevolutionParts shall not be responsible or liable for picking up, transporting, delivering, or otherwise managing or dealing with your shipment.

4.5.2 Your use of such shipping services may be subject to additional terms of use or restrictions as set by the applicable carrier. By opting into purchasing shipping services, you expressly consent and agree that RevolutionParts may share your information with the carrier for purposes of providing you the Services.

4.5.2.1 If you elect to use USPS shipping services offered through the Services, then you expressly agree to the following:

4.5.2.1.1 By using USPS shipping pricing offered through the Services, you agree that you shall not offer, sell, or allow the use of the shipping pricing provided to any other entity or party (i.e. "reselling").

4.5.2.1.2 By batching printing shipping labels using USPS shipping, you agree to comply with all applicable requirements and policies enforced by the third party shipping provider, including requirements relating to shipping of hazardous materials.

4.5.2.1.3 Privacy Act Statement: Your information will be used to facilitate the purchase of USPS postage and fulfill transactional reporting requirements for USPS postage systems. Collection is authorized by 39 U.S.C. 401, 403, and 404. Providing the information is voluntary, but if not provided, your transaction may not be processed. The Postal Service does not disclose your information to third parties without your consent, except to facilitate the transaction, to act on your behalf or request, or as legally required. This includes the following limited circumstances: to a congressional office on your behalf; to financial entities regarding financial transaction issues; to a US Postal Service (USPS) auditor; to entities, including law enforcement, as required by law or in legal proceedings; and to contractors and other entities aiding us to fulfill the service (service providers). For more information regarding our privacy policies, visit www.usps.com/privacypolicy.

4.5.3 Customer will indemnify, defend, and hold harmless RevolutionParts for any losses, liabilities, or damages arising out of Customer’s breach of this section 4.5, violation of any law or rights of a third party, or any of your acts or omissions related to shipping. REVOLUTIONPARTS PROVIDES ACCESS TO SHIPPING SERVICES ON AN “AS IS” AND “AS AVAILABLE BASIS” AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND IN CONNECTION WITH SHIPPING SERVICES PURCHASED THROUGH ITS PLATFORM.

4.5.4 Shipping Protection Program Terms. The Third-Party Services may also include access to and the right to limited use of certain shipping protection offerings, sales, optimization and administration services and associated application programming interface (API) (the “Shipping Protection Services”).  As a condition of accessing the Shipping Protection Services, you expressly agree to be bound by the Shipping Protection Program Terms then currently in effect, as made available,  whereby the Shipping Protection Services are made available to you, subject to the restrictions therein.  You agree to strictly comply with all of the terms and conditions of the Shipping Protection Program Terms. You further agree that you have all consents and rights necessary under any applicable data protection laws to lawfully disclose and make available retail purchaser data to RevolutionParts and our third-party shipping protection services providers for the purposes set forth herein.

5. RETURN POLICY.

RevolutionParts does not accept returns of parts purchased through its Services or the RP Marketplace Services. Accordingly, all returns are subject to the appropriate Seller’s return policy and 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 Services in any of the following ways (these are examples only and the list below is not inclusive):

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

6.2. To interfere with or disrupt RevolutionParts’      Website or servers or networks connected to the Services;

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

6.4. Attempt to gain unauthorized access to any portion of RevolutionParts’  Website or any other accounts, computer systems, or networks connected to the Services, whether through hacking, password mining, or any other means;

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

6.6. Post anything contrary to RevolutionParts public image, goodwill or reputation;

6.7. You shall not purchase search engine or other pay per click keywords (such as Google AdWords) or purchase domain names that use RevolutionParts’  name, RevolutionParts’ trademarks, logos or variations of RevolutionParts trademarks or logos.

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

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

6.10. 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.

6.11. Email subject lines must not contain misleading information.

6.12. 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.

6.13. 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.

6.14. You may not (i) alter or copy, in any form or medium, all or any part of our Services, including without limitation any Services; (ii) create any derivative work from, or adaption of, of our Services, including without limitation any Services or engage of any framing of the Website or Services; 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 Services, nor permit any person or entity to commit or engage in such activities or conduct.

6.15. You may not create an application that allows your purchasers to enter any party number and receive alternative part numbers, whether OEM or aftermarket. As an example, you may not create an application or functionality 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 Services, or to any other user of RevolutionParts’ 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’ discretion, RevolutionParts will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Services or on the Internet.

7. REPRESENTATIONS AND WARRANTIES.

7.1. 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.

7.2. Customer represents and warrants to RevolutionParts that it shall (a) use the Services solely for the sale or purchase of auto parts and/or products for installation purposes, 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, materials, content 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.

7.3. 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.

7.4. 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 Services 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.

9.1 Payment of Fees. In consideration for the Services, Customer shall pay all subscription fees, applicable taxes, and any other charges as set forth on the Order Form or in the registration process between Customer and RevolutionParts. The subscription fees may include your platform fee, an agency fee (as defined in the Order Form or attached Scope of Work), and any additional marketing services fees, each as set forth on the Order Form (the “Subscription Fees”). Customer account activation and billing occurs upon Customer’s execution of the Order Form; provided that the subscription Term commences as of the subscription start date indicated in the Order Form. All fees are non-cancelable and non-refundable except as expressly provided herein. RevolutionParts does not pro-rate fees for partially unused months. You agree to provide RevolutionParts with complete and accurate billing and contact information.

9.2       Taxes. All 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 income. If applicable, you shall provide the RevolutionParts with a tax-exempt certificate upon commencement of your Subscription.

9.3       Payment Terms.

(a) Implementation Fees. RevolutionParts will invoice Customer for all implementation fees following Customer’s execution of the Order Form. Invoices are due and payable upon issuance of invoices.

(b) Subscription Fees. Subscription Fees are payable monthly during the Term of this Agreement, unless stated otherwise. If Customer has provided an authorized payment method (either credit card or ACH) to RevolutionParts, then Customer hereby authorizes RevolutionParts to automatically charge its designated payment method for the Subscription Fees, monthly, unless stated otherwise, during the Term of the Agreement without any further authorization by Customer. Customer agrees and acknowledges that the foregoing authorization, if applicable, will remain in effect until the Customer cancels such authorization by providing written notice to RevolutionParts. Alternatively, if Customer elects to pay by check, RevolutionParts will invoice Customer monthly and such invoices are due within thirty (30) days of issuance. If Customer elects to pay by check, RevolutionParts may assess an additional administrative fee of $25 per invoice.

9.4 Fee Increases. RevolutionParts may increase the fees payable under this Agreement annually, effective as of each annual renewal date of the Term, or as otherwise agreed upon by the parties in the Order Form. We will provide you with prior notice of such fee increase.

9.5 Late Payments; Interest. 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, on notice to you, and/or terminate this Agreement. 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 issuance of invoice, then RevolutionParts may assess a $25 late payment charge and interest at the rate of one and one-half percent (1.5%), or the maximum permitted by law, whichever is less, may be added for each month of delinquency.  Suspension of your access to the Services due to non-payment of fees, as permitted under this Section, does not terminate the Agreement nor does it relieve you of the obligation to pay all Fees incurred as of the date of such suspension, in addition to all monthly Subscription Fees owed for the current Term of your Agreement with RevolutionParts. If RevolutionParts elects to terminate this Agreement under this Section, you shall immediately pay all Subscription Fees and other fees set forth on the Order Form, owing for the duration of the current annual Term of this Agreement. If your account is delinquent after 120 days, then, in addition to the other obligations set forth in this Section, you further agree to pay all fees incurred by RevolutionParts or otherwise on our behalf, in the collection of outstanding fees under your account. Reinstatement of your account following suspension may only occur following payment of all outstanding invoices and fees, as set forth in this Section.

9.6 Fee Disputes. If you believe an invoice or other charge is incorrect, you must contact RevolutionParts in writing within 30 days of the applicable charge, otherwise such fees are deemed accepted and approved by you.

9.7. Fees for Third-Party Services. You are also responsible for any fees related to other Third-Party Services and products you may acquire from RevolutionParts 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.

9.8       Fees for Professional Services. In the event we are required to repair your Services pages, we will charge our standard hourly rate with a 1-hour minimum per require and invoice you for these professional services. Additionally, we may agree in a separate Scope of Work for various consulting or other professional services, which are subject to additional fees as set forth in the relevant Scope of Work, if applicable. All professional services invoices are due upon issuance, unless agreed upon otherwise.

10. TAX POLICIES.

If you opt-in and agree to RevolutionParts’s Marketplace Tax Comply program, and contingent upon your affirmative enrollment in RevolutionParts’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.

10.1. 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 Services, 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.

10.2. Marketplace Tax Comply Obligations and Responsibilities.

10.2.1. Seller 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.

10.2.2. Seller 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 and shall be solely liable for related liabilities in connection with its collection and remitting of sales and use taxes in such states and shall indemnify and hold harmless RevolutionParts for any violation of this provision or for any liabilities, claims, charges, or assessments against RevolutionParts in such jurisdictions .

10.2.3. RevolutionParts 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.

10.2.4. Sellers 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.

10.3. RevolutionParts Indemnification Obligations. 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.

10.4. Seller Indemnification Obligations. 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.

10.5. The 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 RevolutionParts’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.

10.1 Seller Acknowledgements. Seller agrees and acknowledges the following:

10.1.1. Seller 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;

10.1.2. Seller agrees to comply with all applicable tax laws, rules, and regulations, including the collection and remittance of appropriate sales and use tax;

10.1.3. Seller 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

10.1.4. Seller 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.

10.2 Seller Indemnification Obligations. 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.

10.3 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.

12. TERM, TERMINATION, RENEWAL AND CANCELLATION OF SERVICES.

12.1 Subscription Term; Automatic Renewal. The initial subscription term shall commence on the Subscription Start Date specified in the Order Form or in the registration form between you and RevolutionParts, and shall continue for a period of one (1) year, unless otherwise specified in the Order Form (the “Initial Term”). Unless otherwise specified in the Order Form, following the Initial Term, the Term of this Agreement shall automatically renew for subsequent 1-year renewal terms (each, a “Renewal Term” and with the Initial Term, the “Term” of this Agreement), subject to the pricing and fee increase terms set forth in this Agreement, and provided that either party may provide notice of its cancellation and non-renewal of the Agreement by providing notice thirty (30) days in advance of the end of the current annual term of this Agreement.

12.2   Additional Services.  RevolutionParts reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary to maintain or enhance the quality of the Services, the performance of the Services, improve its market position, for lawful business purposes, or to comply with applicable law. In the event RevolutionParts offers additional services or functionality, you may be required to sign an additional order form and/or pay additional fees. All additional services and functionality provided by RevolutionParts are subject to this Terms of Service.  You may not downgrade or reduce Services during the Term of your Agreement and there will no refunds for unused Services.

12.3  Termination by Customer.  Customer may terminate this Agreement by providing written notice (email support@revolutionparts.com) to 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.

12.4     Effect of Termination; Cancellation Fee. Upon your cancellation or termination of the Services in accordance with the provisions of this Section, 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, and the Subscription Fees that are owed for the remainder of the Term of the Agreement, 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. 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 Customer Data. After thirty (30) days of termination of your Subscription, we reserve the right to delete all Customer Data. Deleted data is not recoverable. All sections of this Agreement that by their nature should survive termination will survive termination, including ownership, warranty disclaimers and limitations of liability.

12.5 Termination by RevolutionParts. 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 or your bankruptcy or insolvency. 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.

13. TECHNICAL SUPPORT.

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 discretion.

14. CONFIDENTIALITY.

We agree not to disclose your confidential information to any third parties except as required to provide the Services or as required by a valid court order or subpoena or other legal obligation. 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.

15. DATA USE AND OWNERSHIP.

15.1 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 Services 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.

15.2 Seller and Channel Operator Data. Seller owns all rights, title, and interest in and to the catalog data, commercial terms, pricing terms, and other data, materials, or content that such Seller provides to RevolutionParts through the RP Marketplace, a Seller Website, or a Channel Operator Marketplace 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 RevolutionParts harmless for any claims related to the use, accuracy, or completeness of such Seller Data. Seller hereby grants RevolutionParts the limited right to use the Seller Data as reasonably required to provide the Services hereunder and for internal lawful business purposes.

15.2      Buyer Data. Buyer owns all rights, title, and interest in and to data that such Buyer provides to the RevolutionParts through the RP Marketplace or a Seller-branded marketplace or third-party marketplace; provided that Buyer agrees and acknowledges that RevolutionParts, Seller, or the third-party marketplace may use such Buyer data and information as authorized or contemplated under these Terms and as set forth in the respective Privacy Policy. Buyer hereby grants RevolutionParts the limited right to use the Buyer Data for the purposes of providing the Services hereunder, internal lawful business purposes such as benchmarking and analytics, and for certain marketing and promotional activities in compliance with its Privacy Policy and subject to required consents, as applicable.

15.3 RP Marketplace Data.

15.3.1 Seller may use the personal information and data it receives from Buyers solely in connection with its use of the Services on the RP Marketplace 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 for the purpose of completing or fulfilling transactions through the RP Marketplace and for no other purpose. Once a transaction has been fulfilled, Seller may only retain and use Buyer Data that it receives through the RP Marketplace for the limited purposes required to comply with applicable data retention policies, applicable law, or to respond to audit requests.

15.3.2 Notwithstanding, by creating a Buyer Account, Buyer agrees to hold RevolutionParts harmless for any claims related to the use, accuracy, or completeness of such Buyer Data.

15.3.2 All parts availability and pricing data accessed through the RP Marketplace 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.

15.4 Services Intellectual Property. The RevolutionParts owns all intellectual property rights in and to the Services, the RP Marketplace (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.

16. 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, delays or failures  due to circumstances beyond RevolutionParts’ reasonable control, or failure of the Internet or network availability (“Availability”). Your sole remedy if the Services do not meet the Availability will be the credits set forth here.

17. 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.

18. CUSTOMER MATERIALS.

Customer represents and warrants to RevolutionParts that any materials, information, text, domain names graphics, photos, designs, trademarks, logos, or other artwork (“Customer Materials”) furnished to RevolutionParts for use by RevolutionParts in the set-up of the Services, delivery of the Services or otherwise in the RevolutionParts platform, are owned 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.

19. 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 SERVICES, OR FOR INFRINGEMENT OF COPYRIGHTS, TRADEMARKS, PROPRIETARY RIGHTS OR ANY OTHER HARM RESULTING FROM A SUBMISSION OR CUSTOMER MATERIAL TO REVOLUTIONPARTS BY YOU.

Customer will be granted a revocable, limited license to use the databases, design and graphics contained in a Services, solely for use within such Services 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 Services 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      marketing materials; (b) on RevolutionParts      own Website, (c) in printed and online advertising, publicity, directories, newsletters, and updates describing RevolutionParts      Services, and, (d) in applications reasonably necessary and ancillary to the foregoing. Customer may use RevolutionParts      trade name, trademarks, and service marks (collectively, “RevolutionParts      Marks”) in advertising and publicity in conjunction with the offering of the Services via the Services, 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      prior written approval where use of RevolutionParts’      Marks is limited to inclusion in a list of systems via which Services are available.

20.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.

21. PRIVACY.

21.1. 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’ Privacy Policy and these Terms (the “Mandatory Terms”).

21.2. 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.

21.3. 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 a Buyer’s device.

21.4. 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.

21.5. To the extent applicable, the data that RevolutionParts collects from a Buyer or Seller from individuals located in the EEA, may be transferred to, and stored at a destination outside of 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. The parties agree that any processing of Customer Data that is within the jurisdictional scope of the General Data Protection Regulation (GDPR) or the California Consumer Protection Act (CCPA), will be subject to the Data Protection Addendum, which to the extent applicable, is hereby incorporated by reference. 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.

22. 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.

23. GOVERNING LAW.

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.      

24. 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.

25. 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’      reasonable control including, but not limited to, restrictions of law, regulations, orders, or other governmental directives, labor disputes, acts of God, pandemics, epidemics, 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.

26. 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.

27. 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.

28. 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 this Terms of Service      at any time by posting the amended or updated version of this Terms of Service on this Website and providing you with notice, which may be through the Services, via email, and/or by notification on this Website, and a 15-day review period of such amended or updated Terms of Service. The amended and updated Terms of Service shall be effective following such fifteen (15) day period unless Customer provides RevolutionParts with written notice of rejection of the updated Terms of Service and may elect to terminate this Agreement in accordance with section 12.3     .      Continued use of the Services after the effective date and silence during the foregoing review period shall constitute Customer consent and approval of the amended and updated Terms of Use, which are incorporated into Customer’s Agreement with RevolutionParts and replace the prior version of the Terms of Service in its entirety.

29. ASSIGNMENT.

Customer may not assign or transfer this Agreement, in whole or in part, without the RevolutionParts’      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 to a parent entity or otherwise 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.

30. 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.

31. INTEGRATED AGREEMENT.

This Agreement, together with the Website Use Policy, the Privacy Policy, 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.

32. CAUSES OF ACTION.

The parties agree that any cause of action arising out of this Agreement, or the Services must commence within one (1) year after the cause of action accrues.

33. WAIVER OF JURY TRIAL; NO CLASS ACTION.

EACH PARTY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION OR AGREEMENT CONTEMPLATED HEREBY.  EACH PARTY FUTHER AGREES TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINS THE OTHER ONLY IN ITS INDIVIDUAL OR ENTITY CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS PROCEEDING.

                                                                      

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