1.  Our Service

PartsTrader, LLC (“PartsTrader”) provides vehicle repairers and vehicle part suppliers a platform to buy and sell new and used parts.  Using the PartsTrader web site, repairers can direct order from preferred suppliers or request quotes for a particular part or parts.  The request is available to selected suppliers that are invited to participate in the PartsTrader site.  The suppliers, in turn, submit quotes to the repairer.  The repairer may receive one or more quotes from many suppliers.  The repairer selects one or more suppliers and orders the requested parts.  Suppliers confirm their acceptance of the order to repairers.  The repairer may communicate through the site with the supplier, to request clarification or negotiate adjustments to the quote.  The suppliers ship the parts to the repairer and the repairer pays the suppliers.  Finally, the parties submit feedback to PartsTrader about their experience.

PartsTrader supplies the electronic platform for these transactions as well as transmission of requests via other means.  It does not take part in the purchase or sale of any of the parts.  It does not facilitate the delivery of payments to suppliers.  PartsTrader facilitates the interaction of repairers and suppliers but does not act as an agent for either.  PartsTrader may charge any User or any transaction party such fees, including the fees described in this Policy, for use of the PartsTrader Application as determined by PartsTrader.

2.  This Agreement

This User Agreement (this “Agreement”) describes the rights and obligations of PartsTrader and each user, including the entity that is registered (the “User”) to use the PartsTrader Application.  The term “User” includes any person or entity that enters into a transaction with a Repairer or Supplier using the information supplied by PartsTrader or the PartsTrader Application, such as a Supplier receiving a Request from PartsTrader via email, but not through the Site.  “Site” as used in this Agreement means the website owned and operated by PartsTrader, at http://www.partstrader.us.com and http://my.partstrader.us.com, and all websites and Site pages owned and operated by PartsTrader which are linked to, or accessible from, such URLs.  “User” shall include any of User’s officers, employees, agents, contractors, or other persons acting on behalf of the User, under the direction of the User, or using the equipment or facilities of the User.  The User shall be responsible for, and subject to any obligation, any liability, or shall provide indemnification obligations for the actions, of any person that is (A) an officer, employee agent, contractor, or other person acting on behalf of the User, (B) acting under the direction of the User, or (C) using the equipment or facilities of the User.

3.  Controlling Documents; Interpretation

This Agreement incorporates the following documents and pages by reference:

A.  PartsTrader’s Privacy Policy (the “Privacy Policy”);  

B.   PartsTrader’s training materials;

C.  the supplemental terms provided on documents delivered by PartsTrader to a Supplier;

D.  any terms, conditions, policies, or instructions found on the Site; and

E.  such terms otherwise referenced in this Agreement.

References to this “Agreement”, unless specifically provided otherwise, incorporate each of the items listed above.  If any provision of this Agreement conflicts with any of the items (A) through (E) above, the terms of this Agreement shall control.

If Repairer and Supplier have entered into their own terms of trade that conflict with this Agreement, including purchase and sale terms, terms regarding refurbished products, and product returns, then the terms of this Agreement shall control.

4.  Acceptance of Agreement

Use of the Site, use of information from an email from PartsTrader to negotiate a Product transaction with a Repairer or Supplier, or any use of the PartsTrader Application, shall be deemed agreement to all of the terms and conditions contained in this Agreement.  If a Supplier sells Products based on information from PartsTrader, then such Supplier shall be deemed to have accepted the terms of this Agreement as if such Supplier were a “User”.  As to each User, this Agreement specifically supersedes any other license or agreement between PartsTrader and User, including PartsTrader’s Software License Agreement for Estimatic Module.  The User need not execute a formal written agreement, but is bound by this through the use of the PartsTrader Application.  Certain Users may be a Supplier that have not registered as a Participant for use of the Site.  In such instances, those provisions of this Agreement that relate solely to the use of the Site shall not apply to such Suppliers.  However, all other provisions of this Agreement shall apply to such Suppliers.

5.  PartsTrader Authority to Modify Agreement

PartsTrader may amend supplement, or substitute any term, provision or condition in this Agreement, in whole or in part, at any time.  PartsTrader will notify User of modifications when they access the system and User will be prompted to accept such modifications.  Any modifications shall be effective immediately upon acceptance by User.  Each User is responsible for understanding the latest version of this Agreement.  If User does not wish to be bound by the modified Agreement, then User shall decline the changes, discontinue use of the Web Site and immediately, but in no event less than 24 hours, notify PartsTrader of its intent to terminate use.  User’s continued use of the Site shall constitute acceptance by User of the Agreement, as amended.

6.  Other Defined Terms

“Change of Control” means the transfer of more than 50% of any class of voting equity, the sale of substantially all of the assets, or other merger or reorganization where holders of 50% of the voting equity before such transaction do not have 50% or more of the voting equity of the surviving entity.

“Confirmed Order” means an Order from a Repairer that has been accepted by the Supplier.

“Losses” means claims, damages, expenses, suits, actions, liabilities, losses, costs (including reasonable attorneys’ fees), fines, penalties, taxes or damages.

“Order” means an order, or offer to buy, a Product, made by a Repairer to the Supplier.

“Participant” means any User that registers as a participant of the PartsTrader Application pursuant this Agreement.

“PartsTrader Application” means the PartsTrader Software, the Site, the delivery by PartsTrader of Requests, Quotes or Orders by email or any other medium, and any other service or provided by or on behalf of PartsTrader in the facilitation of the purchase of Products where one or more of the parties to the transaction use any portion of the PartsTrader Software or the Site.

“PartsTrader Software” means any software (including object code and source code) and documentation provided by PartsTrader to User, whether by download, on disk, in read-only memory, hard copy, or on any other media or in any other form, including any updates or upgrades that PartsTrader elects to provide to User, at its discretion and subject to terms imposed by PartsTrader.

“Product” means a product, part, item, or other tangible object that is the subject of a Request, including any vehicle Products.

“Quote” means a response by a Supplier to a Request from a Repairer.

“Repairer” means a person or entity in the business of repairing vehicles.

“Request” means a request by a Repairer for quote for prices, terms and part characteristics from a Supplier.

“Supplier” means a person or entity that is a supplier of vehicle Products.

7.  Participation

 A.   Participation Required to Use Site and License Intellectual Property

The Site may only be used by registered Users.  PartsTrader may invite new Users to participate from time to time in its discretion.

B.  Becoming a Participant

A prospective User may register as a User by completing the Participant Registration Application on the Site at https://partstrader.us.com/about-us/repairer-sign-up-form/ or submitting a completed Participant Registration Application to a PartsTrader representative.  PartsTrader may accept or reject any application for User participation in its discretion.

C.  Representations by User

As a condition to User’s participation, each User represents and warrants to PartsTrader that:

i.  the information provided on the Participant Registration Application, or any other information provided to PartsTrader by User, is true, complete and accurate; any inaccurate information provided by User to PartsTrader shall be corrected, updated or completed within 30 days after such information is no longer completely correct, current, or complete;

ii.  should User participate in the PartsTrader System, User shall update information from User immediately after becoming outdated or inaccurate; all Participant information shall remain true, complete and accurate at all times;

iii.  the person submitting the application for participation has all the requisite authority to act for the User; User shall immediately notify PartsTrader if such person ever ceases to have such authority;

iv.  User has not relied upon any pre-contractual advice, representations or warranties given or made by PartsTrader or any other party in agreeing to be bound by this Agreement; and

v.  PartsTrader may contact User for any purpose.

D.Termination of Participation

User may terminate its participation upon written notification to PartsTrader, which shall be effective on the earlier of (i) acceptance by PartsTrader, or (ii) 30 days after delivery of such notice to PartsTrader.  PartsTrader may terminate the participation of any User, or refuse User access to the Site, at any time, without notice, at PartsTrader’s discretion, for any reason or no reason.  Termination of User’s participation shall result in the deactivation of User’s participation and User shall not access the Site.  User shall have no right to any information or files relating to User or its participation.  Termination of a User’s participation shall immediately terminate the license to the PartsTrader Software, any PartsTrader intellectual property and other information.  Sections 9 (License by User), 23 (Remedies for Breach by Participants), 25 (Security), 26 (Disclaimer of Warranties), 27 (Limitation of Liability), 28 (Indemnification), and 30 (General Provisions) shall survive the termination of this Agreement.

8.  License by PartsTrader; Terms of Use

A.  License.  The PartsTrader Software is licensed, not sold, to User by PartsTrader for use only under the terms of this Agreement.  Subject to User’s compliance with all the terms of this Agreement, PartsTrader grants to User a single, limited, non-exclusive, personal, non-sub licensable, non-assignable, non-transferable, revocable, restricted license to use the Site and the PartsTrader Software (in object code only) on a single computer in accordance with this Agreement.  PartsTrader reserves all rights in the Site and the PartsTrader Software not expressly granted to User.  The rights granted in this Agreement are limited to PartsTrader’s and its licensors’ intellectual property rights in the PartsTrader Software and do not include licenses to any other patents or intellectual property rights.

B.  Restrictions on license and use.

The User shall not:

i.  Resell, rent, lease, lend, sublicense or otherwise transfer the PartsTrader Software or User’s license rights to the Site or the PartsTrader Software.

ii.  USE THE PARTSTRADER SOFTWARE TO OPERATE EQUIPMENT IN WHICH THE FAILURE OF THE PARTSTRADER SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR PHYSICAL OR ENVIRONMENTAL DAMAGE.

iii.  Copy, disassemble, modify, decompile, adapt, reproduce, store, distribute, print, commercialize, reverse engineer, disassemble, modify, or create derivative works of the PartsTrader Software, any information on the Site or any part thereof, except as expressly provided for in this Agreement.

iv.  Contact any User for the purchase of vehicle parts once those parts have been included in a Request on PartsTrader, other than as provided under this Agreement.

v.  Use the Site other than to procure or supply Products used to repair motor vehicles.

vi.  Share data, screen shots or reporting from the PartsTrader Application outside User’s Company or other than for purposes of managing their own parts procurement or related business functions.

C.  Termination of license.  PartsTrader may terminate any license granted under this Agreement at any time.  The rights granted in this Agreement (i) are limited to PartsTrader’s and its licensors’ intellectual property rights in the site and (ii) do not include any other patents or intellectual property rights.  The information and content on the Site may only be viewed or downloaded by User to perform its obligations under this Agreement and use the services as described in this Agreement.

9.  License by User

The User hereby grants a license to any information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material sent, transmitted, or uploaded by User on the Site (collectively, “User Content”).  Such license shall be to PartsTrader, its affiliates, and their respective contractors and business partners.  The license shall be non-exclusive, transferable, sub-licensable, royalty-free, fully paid-up, and worldwide.  The license shall permit PartsTrader, only to the extent necessary to perform its obligations or exercise its rights expressly granted in this Agreement, (A) to use, copy, publicly perform, digitally perform, publicly display, and distribute User Content, and to (B) to prepare derivative works based on, or incorporate into other works, User Content, with or without attribution, such as the aggregation of data regarding users, transactions, products or user ratings.

10.  Fees for using the Site and the PartsTrader Software

A.  Fees.  PartsTrader shall charge such fees as are provided in the Site.  PartsTrader shall provide at least 60 calendar days’ notice to Users before increasing fees.

B.  Payment of Site Fees.  Payment to PartsTrader for the license to use the PartsTrader Software, the license to use the Site, and any other services performed by PartsTrader pursuant to this Agreement, are as provided in the Site.

11.  Use of the Site – Basic Service – Requests, Quotes and Orders

A.  Users provide basic information regarding their firms and the nature of the Products that they may purchase or supply.  PartsTrader may supplement the descriptions with information obtained from third parties regarding the User.

B.  Repairers select a set of preferred Suppliers from whom they typically order Products.  Repairers shall select such Suppliers from an extensive list provided on the Site, and may recommend additional Suppliers to be invited to participate.

C.  A Repairer may request Quotes for one or more Products by posting a Request on the Site.  The Request shall include information on the vehicle and Product details.  The Request shall specify a “Request Closing Time”, which is the deadline by which Suppliers shall provide Quotes.

D.  Suppliers may respond to a posted Request from a Repairer.

E.  If a Supplier responds to a Request, it shall submit a confidential Quote, which includes an accurate sell price to repairers and accurate list price, if applicable and Product and delivery information as provided below.

F.  A Quote from a Supplier shall be delivered to the Repairer immediately after the Request Closing Time.

G.  No Quotes shall be allowed after the later of (i) the Request Closing Time or (ii) the moment the Repairer views the submitted Quotes.  The Repairer or PartsTrader may extend the Request Closing Time only if the Repairer has not begun to view the submitted Quotes.

H.  Repairer shall select a single Quote or reject all of the Quotes, for each Product.  If the Repairer requires additional Quotes after the Request Closing Time, it may resend the Request and may include additional Suppliers in the new Request with a new Request Closing Time.  The Repairer may withdraw the Request and not purchase the Product requested through the quoting procedures on the Site.  PartsTrader will facilitate the Repairer providing a notice to all suppliers who provided Quotes on that request which shall state the reasons for the withdrawal.

I.  Repairers and Suppliers may communicate via the Site or via other means, such as email or telephone.  Such communications may include any permissible communications under this Agreement regarding the Product, Request, Quote, or Order.

J.  If the Repairer selects an entire Quote or individual Products from a Quote, PartsTrader shall notify each other Supplier that provided an entire Quote or some individual Products on a Quote that it was not accepted by the Repairer.

K.  After selecting a Quote, Repairer shall send an Order via the Site to the Supplier for the Products to be purchased.

L.  The Repairer may configure the Site to require a review by the Supplier of an Order submitted by the Repairer that does not conform with the Quote received from the Supplier.  The Supplier may accept these Orders, or revise the Order for confirmation by the Repairer.  The Repairer may accept, reject or further modify the revised Order from the Supplier.  The Repairers and Suppliers may undertake as many rounds of revisions as they may agree.

M.  The Supplier confirms its acceptance of the final agreed Order and its commitment to deliver the Product on the terms agreed.

N.  The Products shall be delivered pursuant to the terms of the final agreed Order.

O.  The Repairer and Supplier shall each provide feedback on the Site as to their experience with the other in connection with a completed purchase of Products using the Site.

P.   A Repairer may place an Order directly with a Supplier using the Site without submitting a Request to one or more Suppliers.  Such transaction shall omit the process of submission of Quotes by Suppliers.

Q.  Repairers and Suppliers may vary terms of the Orders, Requests or Quotes as mutually agreed.

R.  PartsTrader may use feedback provided by other Users to rate or provide editorial comment on a User.

S.   If a Supplier submits a response to a Quote Request, such Supplier shall be deemed to have represented and warranted that Supplier has sufficient access to the Product to fulfill the sale, as well as the ability to satisfy all the conditions in the Quote and the material terms of the Order, including the sales price in the Quote.

12.  Use of the Site – Direct Orders

A.  Delivery of Orders.  Repairers may submit an Order directly to an entity or individual Supplier via the Site.  Those Suppliers that are not Users shall receive an Order from the Repairer as relayed by PartsTrader.

B.  Delivery of Products.  The Supplier shall deliver the Products ordered by the Repairer.

13.  Requests

Regarding Requests, a Repairer shall:

A.  Submit Requests with sufficient information to allow Supplier to submit accurate Quotes.  Requests shall contain sufficient information to allow Suppliers to deliver Products and complete the transaction.

B.  Not purchase the Products other than through the Site after the Repairer has submitted a Request, until the later of (a) the Request Closing Time, or (b) Repairers withdrawing the Request.

C.  Post Requests for Products that Repairer intends, in good faith, to purchase via the Site.

D.  Provide a reason, via the Site, for any Request withdrawn by the Repairer.

E.  Remove or modify any Request if PartsTrader determines in its discretion that the Request violates any provision of this Agreement.

F.  A Repairer may modify a Request before the Request Closing Time.

14.  Quotes

 A.  Repairer’s Rights and Obligations – Quotes

i.  Repairer may review Quotes only after the Request Closing Time.

ii.  Repairer may select any Quote, any combination of Quotes, or reject all Quotes.  Repairer shall select a Quote if one or more Quotes substantially conform to the Request.  Repairer shall use best efforts to place Orders for at least 60% of its Requests.

iii.  Repairer need not explain to Supplier why the Repairer did not accept a Supplier’s Quote.

iv.  Repairer may accept or not accept a Quote based upon any reasonable material criteria.

v.  If the Repairer rejects all Quotes responding to a particular Request, then Repairer may request additional Quotes after the Request Closing Time, or withdraw the Request before or after the Request Closing Time.

vi.  Repairers shall not accept Quotes submitted after the Request Closing Time.

vii.  If (a) the Supplier quotes a Price lower than that reflected in the Quote Request, and Repairer accepts such Request with the lower Price, then (b) Repairer shall use their best efforts to promptly (but in no event less than one business day) update the Prices in the Request to conform with such lower Price in the accepted Supplier Quote.

viii.  Suppliers’ Rights – Quotes

Supplier may (a) submit a Quote in response to a Request, and (b) review and confirm an Order, but only if Supplier can provide Products on the terms and conditions specified in such Quote.

B. Suppliers’ Obligations – Quotes 

Supplier shall:

i.  Use best efforts to provide Quotes to those Repairers that have identified it as a preferred Supplier.

ii.  request additional information from the Repairer if the Supplier requires such additional information to reasonably respond to a Request;

iii.  submit Quotes to the Repairer before the Request Closing Time;

iv.  not amend or withdraw Quotes after the Request Closing Time, unless Products have become unavailable or it otherwise becomes impossible for Supplier to fulfill an Order (in which case, Supplier shall withdraw its Quote as soon as it becomes evident that it cannot fulfill the Order);

v.  provide Quotes for Products that substantially conform to all terms of the Request;

vi.  honor the payment terms selected by Repairer if multiple payment terms are offered.

vii.  provide Quotes with the following information:

a)  Prices for Products in U.S.  dollars.

b)  A competitive price for the requested Products, which shall be no higher than the price that would be offered to the Repairer or an equivalent trade buyer outside of the PartsTrader Application, net of all discounts and rebates.

c)  As available to the Supplier, descriptions of all material Product defects.

d)  Description of any failure of the Products to be of merchantable quality or fitness for their intended purpose.

e)   Descriptions of required Product refurbishment, together with refurbished Product allowances and estimated repair times.

f)  The price actually provided in a Quote to the Repairer must be a complete, full and final price that includes all applicable fees, charges, and additions.  The price stated in a Seller invoice to a Repairer shall be the price in an associated Confirmed Order.

g)   The following terms, which shall be noted conspicuously in comments section provided by the Site regarding a Quote: (1) non-standard warranty conditions; (2) restocking fees exceeding ten percent (10%) for returns; (3) Products that Repairers may not return; (4) payment terms.

h)   Amount of allowance or credit to refurbish a Product so that it becomes merchantable.  Such credit against the price shall account for refurbishing time and materials as agreed to by the Repairer and Seller.

15. Orders 

A.  Obligations Regarding Orders – Repairers

Repairers shall:

i.  make best efforts to place Orders via the Site when Suppliers have provided conforming Quotes;

ii.  not submit Orders for Products that such Repairer cannot purchase for financial, legal or other reason;

iii.  submit an Order as soon as reasonably practical after selecting a Quote. 

B.  Rights Regarding Orders – Repairers

Repairers may reject Confirmed Orders that do not provide for Products conforming with placed Orders in all material respects.

C.  Obligations Regarding Orders – Suppliers

Supplier shall:

i.  not supply parts unless it confirms an Order received (a) during normal business hours within one (1) hour of receipt, or (b) if received outside normal business hours by 9 a.m.  (Supplier time) the following business day;

ii.  provide Products ordered that reasonably conform to the terms of the related final and agreed Quote.

iii.  supply the Products in accordance with the final agreed Order, including compliance with delivery times.

iv.  Supply the Products in the Order regardless of whether there is an associated fee charged by PartsTrader.

16.   Purchase and Sale of Products

A.  Delivery.  Supplier shall hold title and bear risk of loss in Products until delivered to and signed for by Repairer, at which time title and risk of loss shall pass to the Repairer.

B.  Product Quality.  Products shall be of good and merchantable quality, except to the extent a final agreed Quote specifies required refurbishing of the Products.  Products shall materially conform to the specifications set forth in the final agreed Quote.

C.  Payment.  Repairer shall pay for Products by the due date specified in the Order or invoice, except to the extent of disputes raised promptly by Repairer with the Supplier.

D.  Warranty.  Supplier shall warrant all used Products supplied for a period of not less than 30 days from date of invoice.  All new Products shall be covered by manufacturers’ standard warranty.

17.  Refurbished Products
 
A.  The Supplier may provide for allowances or credits against the Order price for Products that need refurbishing.

B.  Allowance or credit terms regarding refurbished Products shall be as agreed between Repairer and Supplier.

C.  Repairer may return a Product if Repairer reasonably determines that the refurbishment credit or allowance does not cover Product refurbishing costs.

18.  Products Returns
 
A.  Repairer may return a Product if the quality or specifications materially deviate from the Product Quote.

B.  Supplier may credit the Repairer the full value of the returned Product and pay the cost of freight to return the Product.

C.  Repairer shall promptly advise Supplier regarding any problem with delivered Products.  Repairer shall return Products warranting a credit from Supplier under this Agreement, within 14 days of delivery.

D.  Supplier shall accept all Products returned by Repairer and, within 30 days of the return, credit Repairer the full invoiced payment.  Repairer shall pay delivery costs for the return to the Supplier if (i) the non-conforming Product is the result of inaccurate Orders that are the fault of the Repairer, or (ii) the Product conforms to the Quote and the Supplier’s performance complied with the Quote in all material respects.  The Supplier shall bear the cost for Product returns if Supplier delivered a Product that materially deviated form that specified in the Quote or the Supplier otherwise breached its duties under this Agreement in connection with delivery of the Product.

E.  Supplier shall not assess a restocking fee for returns of products that are (i) defective or of poor quality, (ii) delivered late, or (iii) not the Products specified in the final agreed Quote in all material respects.  Supplier may not assess a restocking fee for Repairer returns of electronic sensor components and related safety systems that are (i) new, and (ii) do not materially conform to the Quote, or are delivered late.  Supplier may assess a restocking fee for returns of electronic sensor components and related safety systems that are (i) used, and (ii) materially conform to the Quote, including timely delivery.

19.  User Technical Specifications and Obligations
 
A.  User shall only use hardware and software that satisfy standards provided in the Site and that (i) permit complete performance of all Site functions and displays, (ii) operate the PartsTrader Software, (iii) transmit Requests, Quotes and Orders, and (iv) permit the performance by all parties of obligations under this Agreement.

B.  User shall not:

i.  access unauthorized or restricted portions of the PartsTrader Application, or PartsTrader’s proprietary or confidential information and data;

ii.   damage or harm the Site; or

iii.  upload, mail, e-mail, or otherwise transmit (a) any unsolicited or unauthorized advertising or promotional material, (b) information from the Site or PartsTrader other than as required to deliver a Request, Quote, or Order, (c) illegal or illicit code, including viruses, Trojan Horses, anomalies, self-destruction mechanisms, copy protection schemes, or any other computer instructions that interfere with the Site or PartsTrader Software.

20.  No Manipulation of the Market

A.  User shall not:

i.  collude with other Repairers or Suppliers to manipulate Product prices;

ii.  discuss or share information gathered through the PartsTrader Application with other Users or third parties other than the insurance carrier listed on the Request;

iii.  disclose a particular Quote or Request, or the existence of the Quote or Request, to any third party, including any other Repairer or Supplier (other than the party supplying the Quote);

iv.  manipulate the Site or the PartsTrader Application that would conceal information from other Users or interfere with an open exchange of information and delivery of Products based on the fairest set of price and terms; or

v.  post Requests, Quotes and submit Orders that are in any manner (a) inaccurate or incomplete, or (b) defamatory, offensive, or in violation of any rule or law.

B.  Repairer shall not:

i.  notify a Supplier in advance of other Suppliers receiving a Request;

ii.  share information not publicly available in the Request with a Supplier that is not available to other Suppliers that receive the request;

iii.  provide incomplete, inaccurate or misleading information in a Request;

iv.  share quoted pricing of a Supplier with its competitors; or

v.  disclose confidential login credentials to a Supplier or any other party.

21.  Good Faith Promotion of Arms-Length Transactions

A.  User shall:

i.  notify PartsTrader of any unethical, unprofessional, or illegal conduct it encounters from other Users;

ii.   act in good faith and fair dealing in using the Site and performing User’s obligations, including (a) Requests, Quotes, and Orders, (b) approvals and rejections of Quotes by a Repairer, (c) the purchase and sale of Products, (d) any feedback provided to PartsTrader, and (e) dealing with all other Users and PartsTrader.

B.  User shall not:

i.  discourage any Supplier from submitting a Quote in response to a Request;

ii.  establish an unfair competitive disadvantage among other Users;

iii.   circumvent the intended purpose of the Site or the PartsTrader Application;

iv.  collude with, or encourage, any party to breach this Agreement; or

v.  discourage any Supplier from submitting a Quote in response to a Request.

C.  Repairer shall not:

i.  provide any unfair advantage to any Supplier or otherwise manipulate the market, such as set an unreasonably short Request Closing Time period;

ii.  withdraw a Request following the receipt of conforming Quotes and purchase the requested Products outside the PartsTrader Application without using a substantial portion of the functions of the PartsTrader Application; or

iii.   request price discounts from prices provided in Quotes to obtain lower prices outside of the PartsTrader Application.

D.  Supplier shall not reject orders that conform to quote and order.

22.  User Dispute Resolution
 
A.  User shall engage in good faith negotiations to resolve any disagreement regarding the amount of discount in connection with Products requiring refurbishing.

B.  Users shall use their best efforts to resolve disputes regarding Requests, Quotes, Orders, Products, or the delivery of or payment for Products.  PartsTrader may assist the parties resolve disputes.

23.  Remedies for Breach by Participants 

Upon User’s breach of any provision of this Agreement, or PartsTrader’s determination based on the number of complaints or negative comments received regarding User, PartsTrader may, at its discretion:

A.  revise the terms of this Agreement as it determines in its discretion;

B.   issue a warning to User;

C.  require User to remedy the breach;

D.  advise other Users of the User’s breach;

E.  suspend User’s access to the Site;

F.  cancel or withdraw any pending Requests or Quotes of User;

G.  terminate User’s participation;

H.  take any other action against User, including seeking injunctive relief.

24.  System Availability

PartsTrader shall use commercially reasonable efforts to (A) maintain the availability of the Site, and (B) advise User of planned outages or disruptions, to the extent practical.  PartsTrader may for any reason, at any time, and without notice, undertake system maintenance or modify or discontinue the PartsTrader Application, including the Site or the PartsTrader Software.

25.  Security

User is responsible for its Site user name or password, whether used by User or any other party. 
User shall protect against unauthorized access to its password and its computer and shall logoff when User finished using the Site.  User shall change its password upon request by PartsTrader.  User shall contact PartsTrader immediately if it suspects any unauthorized use or disclosure of its password.

26.  Disclaimer of Warranties 

The PartsTrader Application is provided “as is” and “as available”.  Use of the PartsTrader Application is at User’s sole risk.  PartsTrader explicitly disclaims any warranties related to:

A.  lack of Site availability or interruption, delay, breach of security, errors, bugs, viruses or malware;

B.  the completeness or accuracy of any content provided on the Site, including Requests, Quotes, Orders, advertisements, industry information posted on the Site, directories to Suppliers, links to other web sites, information concerning Repairers or Suppliers, or content posted on the Site;

C.  Products, including Supplier specifications, or satisfaction of the requirements of a Repairer;

D.  Product performance or warranties;

E.  ownership, title, availability, terms of sale or delivery, or other limits or impairments of Products; or

F.  User’s ability to complete a transaction;

G.  transactions conducted with other Users;

H.  misconduct of any Users, including Users that have registered under false pretenses or attempted to defraud other Users;

I.  User actions based on information from the Site or links to any other websites; or

J.  the performance under this Agreement by any party other than PartsTrader.
THE EXPRESS WARRANTIES IN THIS AGREEMENT SHALL BE IN LIEU OF ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

27.  Limitation of Liability

A.  PartsTrader shall have no liability regarding Losses related to or arising from the following:

i.  unauthorized access to User’s user name or password;

ii.  lack of Site availability or performance, or delay or failure to transmit, or any download or upload of data from, to or via the Site or any element of the PartsTrader Application, whether or not such delay or failure arises out of a defect, fault, loss of availability or malfunction of the PartsTrader Application;

iii.  any modification, suspension or discontinuation of the PartsTrader Application, including any delay or incompleteness of information contained in any transmission to a Repairer or Supplier that does not use the Site or other element of the PartsTrader Application;

iv.  the corruption of any of the data held on the Site or delivered by PartsTrader via email or other medium;

v.  late payments or failure by a Repairer to pay any amounts owed to Supplier;

vi.  ratings or commentary regarding any User;

vii.  termination of User’s participation or access to the PartsTrader Application; or

viii.  costs of any Product refurbishment.

B.  If PartsTrader breaches this Agreement, or if User becomes dissatisfied with PartsTrader’s services of PartsTrader Software, User’s sole and exclusive remedy shall be the termination of its participation and this Agreement.  IN NO EVENT SHALL PARTSTRADER HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, EVEN IF PARTSTRADER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

28.  Indemnification 
 
Notwithstanding anything to the contrary, User agrees to indemnify, defend and hold harmless PartsTrader, its affiliates, and their respective shareholders, members, directors, manager, officers, employees, agents, subcontractors, customers, and end Users from and against any and Losses related to or arising from (A) User’s use of the Site or the PartsTrader Software; (B) breach of any provision of this Agreement; (C) the sharing by User of its login name, password, reminder question, reminder answer or other information from the Site with any party; (D) ratings or commentary by User regarding any other person or entity, including information used in producing ratings of Repairers or Suppliers; (E) delay or failure of any email or other communication involving PartsTrader and any Repairer and Supplier; and (F) disputes between any Repairer or Supplier.

29.  Confidentiality
The terms of this Agreement between User and PartsTrader may not be disclosed by any User to any third party without PartsTrader’s consent.

30.  General Provisions

This Agreement (A) shall be governed by Illinois law; (B) contains the entire understanding between User and PartsTrader regarding the subject of this Agreement, and supersedes all previous oral or written agreements or understandings between User and PartsTrader regarding the subject of this Agreement; (C) binds User’s permitted successors and assigns; (D) shall be subject to legal proceedings exclusively in Cook County, Illinois (except that actions to enforce a judgment or for specific performance may be located elsewhere as necessary); (E) shall not be waived except in writing signed by PartsTrader (which waiver shall only relate to the specified right or obligation); (F) shall require that written notices be made to PartsTrader at the address indicated on the Site; (G) shall not be subject by a trial by jury, WHICH TRIAL BY JURY IS HEREBY WAIVED BY THE PARTIES; (H) shall not be deemed to establish a partnership, agency or joint venture among the parties; (I) shall not be assignable by User (by operation of law or otherwise) without the prior written consent of PartsTrader (a Change of Control involving User shall constitute an assignment requiring consent); (J) shall not be affected by the invalidity or unenforceability of any provision, which such provision shall be deemed severable and not affect the remaining valid and enforceable provisions of this Agreement; and (K) shall be subject to the rule of construction where (i) the term “including” or “include,” as used in this Agreement, shall mean “including, but not limited to”; (ii) heading shall not be considered part of the Agreement, but used only for convenience and reference; (iii)  references to terms shall be deemed to be in the singular or plural as the context requires; and (iv) references to any discretionary or permissive act on the part of PartsTrader shall be deemed at PartsTrader’s sole discretion.  User shall pay PartsTrader’s fees of costs and collection (including attorneys’ fees), to enforce any provision of this Agreement, including any failure by User under this Agreement to pay any amounts due, take any action required, or return any property to PartsTrader.