Terms of Service 


User Agreement

1. This Agreement 
This User Agreement – Base Terms and Conditions (this “Agreement”) describes the rights and obligations of PartsTrader, LLC (“PartsTrader”) and each user, including the entity that is registered to use the Platform (the “User”). The term “User” includes (a) any person or entity that enters into a transaction with a Repairer or Supplier using the information supplied by PartsTrader or the Platform (for example, as a Supplier receiving a Quote Request from PartsTrader via email, but not through the Site), or (b) any person or entity that accesses the Site for any other purpose, including review of information or downloading of data. A “User” may be a Supplier, Repairer, insurance underwriter, or any other person or entity. The User shall include any officer, employee agent, contractor, or other person acting on behalf of the User, person or entity acting under the direction of the User, or person or entity using the equipment or facilities of the User. User shall also include any entity that uses the PartsTrader platform indirectly through an integration with a third-party software or online service. In such case, the User may have logged into such third-party software or online service, but through such interface then uses the Platform. 

2. Our Service 
PartsTrader provides vehicle repairers and vehicle parts Suppliers a platform to buy and sell new and used parts, along with ancillary services, which may include financing, data, analytics, decision support, and any other products or services. Using the PartsTrader web site, Repairers can order or request quotes for auto parts. The Suppliers submit quotes to the Repairer. The Repairer selects one or more Suppliers and orders the requested parts. The Repairer may communicate through the site with the Supplier, request clarification or negotiate adjustments to the quote. The Suppliers ship the parts to the Repairer; in general, PartsTrader does not receive payment from the Repairer. PartsTrader does not take possession of or assume risks and responsibilities of taking possession of any Products. The parties to the Transaction submit feedback to PartsTrader about their experience. PartsTrader supplies the electronic platform for these Transactions but does directly negotiate the purchase or sale of any of the parts. Nor does it facilitate the delivery of payments to Suppliers. 

3. Controlling Documents 
This Agreement incorporates the following documents and pages by reference: 

i. Agreement – Base Terms and Conditions; 

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

iii. Operational Rules; 

iv. PartsTrader’s Help Pages (the “Help Pages”); 

v. Any Pricing Agreement applicable to the User (the “Pricing Agreement”); and 

vi. such terms or documents otherwise referenced in this Agreement. 

References to this “Agreement”, unless specifically provided otherwise, incorporate each of the items listed above. If any provision of these Base Terms and Conditions conflicts with any of the items above, these Base Terms and Conditions shall control. 
If Repairer and Supplier have entered into their own terms of trade that conflict with this Agreement, the terms of this Agreement shall control. 
As to each User, this Agreement supersedes any prior license or agreement between PartsTrader and User, including PartsTrader’s Software License Agreement for Estimatic Module. To the extent of any inconsistency, this Agreement controls over any Pricing Agreement between PartsTrader and the User. PartsTrader may waive or amend, in writing, any provision of this Agreement regarding any particular User. 

4. Selected Defined Terms 

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

“Claim” means any dispute, controversy, claim, suit, proceeding, demand, administrative matter, or action, whether involving any governmental or other entity or person. 

“Confidential Information” means any material or information provided to, or created by, a person or entity, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form.  Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of the party receiving the information; (b) was lawfully received by the party receiving the information without restriction from a third party having the right to disseminate the information; (c) was already known by the party receiving the information prior to receiving it from the party disclosing the information and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by the party receiving the information without use of another person’s Confidential Information. 

“Data” means any information regarding any Transaction, including User, Product, usage of the Platform by any party, any other associated or derivative data or information, or information relating to vehicles, insureds, or insurers.  Data does not include User-Generated Content or User-Uploaded Content. 

“Intellectual Property” means any know-how, processes, algorithms, web site, patents, patent rights, copyrights, trademarks, service marks, trade names, trade secrets, copyrights, designs, data, Software or other intellectual property to which a person or entity has rights, whether as owner, licensee or otherwise.  

“Law” means any statute, rule, regulations, ruling, guidance, treaty, court case, decree, or other directive from any State, Federal, local or foreign governmental agency or department, court, or other non-governmental entity with authority to issue binding rules, regulations or guidance. 

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

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

“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 PartsTrader’s discretion and subject to terms imposed by PartsTrader. 

“Platform” means the Site, PartsTrader Intellectual Property, and the processes of PartsTrader service in facilitating the purchase and sale of Products.  Such processes include making, receiving, responding to quotes and order; delivery of information regarding Products, 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 Intellectual Property or the Site. 

“Product” means any (a) product, part, item, expendable supplies (including filters, spark plugs, or fluids) or any tangible object that is the subject of a Quote Request, including any vehicle Products, or (b) Service provided to any User. 

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

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

“Quote Request Closing Time” means the deadline established by a Repairer for the submission of Quotes by Suppliers. 

“Registered User” means any User that registers as a user of the Platform. 

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

“Site” as used in this Agreement means the website owned and operated by PartsTrader, at partstrader.com, and all websites and Site pages to which PartsTrader has rights and are linked to, or accessible from, such URL.  

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

“Transaction” means the purchase, sale, or other transaction involving any Product among one or more Users. Transaction elements include Quotes, Quote Requests, and Orders. 

“User-Generated Content” means any User narrative created by a User, including any Product descriptions, comments, feedback on Products or other Users. 

“User-Uploaded Content” means the following uploaded by User to the Site: any photographs, videos, graphics, music, sounds, other recordings, or any third-party written content. 

5. Acceptance of Agreement 
a. 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 Platform, shall be deemed agreement to all of the terms and conditions contained in this Agreement, or any future amendment, modification, substitute, or supplement to this Agreement (an “Amendment”). 
b. The User need not execute a formal paper agreement, but shall be bound by the terms of this Agreement through the use of the Platform. If the User does not wish to be bound by the terms of this Agreement or any future Amendment, then the User should not access or use the Platform. 
c. PartsTrader may enact an Amendment at any time in its discretion. Unless otherwise provided in any Amendment, any such Amendment shall be effective immediately. Each User is responsible for understanding the latest version of this Agreement, as may be amended from time to time. If User does not wish to be bound by any Amendment, then User must discontinue all access or use of the Site before the effective date stated in the Amendment. If the Amendment is effective immediately, and the User does not wish to be bound by such modification then the User shall discontinue use of the Site within twenty-four (24) hours of delivery of the Amendment or its posting on the Site. User shall use commercially reasonable efforts to notify PartsTrader of its intent to terminate use. User’s continued use of the Site following the effectiveness of the Amendment shall constitute acceptance by User of the Agreement, as amended. If any Amendment is silent regarding its effective date, then such modification shall be deemed effective immediately. 

6. Eligibility and Registration 
The Site may only be used by registered Users. PartsTrader may invite new Users to participate from time to time in PartsTrader’s discretion. Only firms that are in the business of repairing vehicles or supplying Products may become a User. 
A prospective User shall register as a User by completing the Registered User Registration Application on the Site, submitting a completed Registered User Registration Application to a PartsTrader representative or otherwise completing such other registration process as prescribed by PartsTrader. PartsTrader may accept or reject any application for User participation in PartsTrader’s discretion. Unless specifically permitted by PartsTrader in writing, User and entities that User Controls, Controls the User, or is under common Control with the user, may collectively register for only one account. User may not allow another person (other than an employee) to create an account for User or for User’s benefit. User shall safeguard and maintain the confidentiality of User’s username and password, not share User’s username or password with any person, and, share User’s username and password only with a person who is authorized to use User’s account. User shall protect against unauthorized access to its password and its computer. User shall contact PartsTrader immediately if it suspects any unauthorized use or disclosure of its password. 

7. Intellectual Property Rights 
a. Licenses by PartsTrader to User. 
i. License. PartsTrader hereby licenses to the User the Platform, PartsTrader Intellectual Property, and PartsTrader Data. Such license is solely for use of the Platform as provided and permitted under this Agreement, and only to the extent the Platform, PartsTrader Intellectual Property, and PartsTrader Data are necessary for the User to perform its obligations under this Agreement or use the Platform as permitted by this Agreement. Such license is (A) non-exclusive, (B) without the right to transfer, assign or sublicense the license, (C) limited and restricted, (D) revocable and terminable. 
ii. License Restrictions. As a condition to the License by PartsTrader to User provided in this Agreement, User shall not: 
A. Have breached any term of this Agreement. 
B. Copy (other than in connection with the downloading of those components needed to operate the Platform, but only to the extent explicitly permitted) any PartsTrader Software, which may be used only in object code format. 
C. Re-sell, rent, lease, lend, sublicense or otherwise transfer the PartsTrader Intellectual Property or User’s license rights to the PartsTrader Intellectual Property. 
D. Copy, disassemble, modify, decompile, adapt, reproduce, store, distribute, print, commercialize, reverse engineer, disassemble, modify, or create derivative works of the PartsTrader Intellectual Property, any information on the Site or any art thereof, except as provided for in this Agreement. 
iii. Termination of license. PartsTrader may terminate any license granted by it to User under this Agreement at any time. 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 Platform as provided for in this Agreement. 
b. License by User to PartsTrader. The User hereby grants to PartsTrader (i) a perpetual, non-exclusive, royalty-free, worldwide, assignable, fully-paid up, sublicensable right and license, to (ii) the User-Uploaded Content and User-Generated Content. Such license shall include the right to use, modify or generate derivate works based on such User-Uploaded Content and User-Generated Content. Any modifications or derivative works shall be the property of PartsTrader. PartsTrader shall use commercially reasonable efforts to avoid altering any User-Generated Content or User-Uploaded Content such that the altered content would be materially misleading. Otherwise, PartsTrader may modify, copy and use such User-Generated Content or User-Uploaded Content in PartsTrader’s discretion. 
c. PartsTrader’s Rights to Intellectual Property. PartsTrader reserves and retains all rights, whether as owner or licensee, to all PartsTrader Intellectual Property and, other than the license in this Agreement, there shall be no transfer or grant of any rights to the PartsTrader Intellectual Property. The rights granted in this Agreement to the User are limited to PartsTrader’s and PartsTrader’s licensors’ intellectual property rights in PartsTrader Intellectual Property. As between the User and PartsTrader, PartsTrader shall own any Data and User-Generated Content. User shall not take any action that is inconsistent with PartsTrader’s ownership of the PartsTrader Intellectual Property, Data, or User-Generated Content. User shall execute any document or take any action PartsTrader deems necessary to perfect, enforce, register or confirm ownership or other rights in any PartsTrader Intellectual Property, Data, or User-Generated Content. 
d. Intellectual Property Covenants. 
i. PartsTrader may modify or change the Platform from time to time without notice to User. The latest version may be available on the Site. Continued use of the software as included on the Platform constitutes acceptance of such modifications. Users that do not wish to accept any modifications that change the functions, look or feel of the Platform, should not continue to use the Platform. 
ii. User Covenants. User shall not: 
A. Remove, destroy or modify any copyright, trademark, patent or other proprietary notices or markings in the Platform. 
B. Use any manual or automated software, devices or processes (including any spiders, robots, scrapers, or data mining tools) to copy or download any PartsTrader Intellectual Property or Data or content from the Platform. 
C. Share data, screen shots or reporting from the Platform outside User’s Company or other than for purposes of managing their own parts procurement or related business functions. 
D. Permit any third party to undertake any of the actions described in this subsection. Or 
E. Sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Platform. 

8. Fees 
a. Fees. PartsTrader may charge such fees as are provided in any Pricing Agreement or other similar agreement. 
b. Payment. Payment to PartsTrader for the license to use the Platform and any other services performed by PartsTrader pursuant to this Agreement, are as provided in the Pricing Agreement. 

9. General User Covenants 
User shall: 
a. Correct, update or complete any inaccurate or misleading information provided by User to PartsTrader (i) within fifteen (15) days after such information is no longer completely correct, current, or complete, or (ii) immediately if necessary for the completion of any Transaction or operation of the Platform. 
b. Use the Site only to use the Platform as provided in this Agreement. 
c. 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 Platform; (iii) transmit Quote Requests, Quotes and Orders; and (iv) permit the performance by all parties of obligations under this Agreement. And 
d. If User knows of a breach or potential breach of this Agreement by another User, User shall (i) notify PartsTrader promptly, but in no event later than five (5) days after it has knowledge of such breach, and (ii) assist us with any investigation by PartsTrader regarding such breach. 

10. Obligations – Use of Site 
User shall not: 
a. Use the Platform to operate equipment in which the failure of the PartsTrader software could lead to death, personal injury, or physical or environmental damage. 
b. Use the Platform and Content in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Platform. 
c. Access restricted portions of the Site and Content or related systems or networks, including circumventing any encryption or other security measures, gain access to any source code or any other underlying form of technology or information that are not readily made available to Users. 
d. Use (i) web frame, repost, publicly perform or display, sell, reproduce, distribute, or create derivative works of the Site or any part of the Platform, that (ii) encloses any trademark, logo, or other PartsTrader Intellectual Property (including images, text, page layout, or form). 
e. Copy, adapt, or modify any software, Data, Intellectual Property or content on the Platform, other than the permitted downloaded local integrations, drivers and dashboards as specifically permitted by PartsTrader. 
f. Use the Platform to build a similar or competitive website, application, or service. 
g. Avoid, bypass, remove, deactivate, impair, descramble, or use any page-scrape, deep-link, spider, crawler, data miner, or robot or other automatic program, device, algorithm or methodology, or any similar manual process, to access, copy, acquire, or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the presentation or navigational structure of the Site or any Content, to obtain or attempt to obtain any Content or other information through any means not made generally available through the Site by PartsTrader. 
h. Disguise or obscure any User identity through use of anonymous or false accounts, or obscure the name of the User, or otherwise. 
i. Upload, mail, e-mail, or otherwise transmit (i) any unsolicited or unauthorized advertising or promotional material; (ii) information from the Site or PartsTrader other than as required to deliver a Quote Request, Quote, or Order. 
j. Use or install illegal or illicit code, including viruses, Trojan Horses, anomalies, self-destruction mechanisms, copy protection schemes, spoofing, phishing, denial-of-service attacks, forged routing, or any other computer instructions that interfere with the Platform. Or 
k. Use the Platform to collect usernames or email addresses from persons other than counterparties in Transactions. 

11. No Manipulation or Circumvention 
a. Manipulative practices generally. 
Users shall not: 

i. Withhold payment engaging in any other conduct for the purpose of obtaining positive feedback from another User. 

ii. Manipulate the price of any item or interfere with other Users’ listings. 

iii. Take any action that may undermine the feedback or ratings systems. 

iv. Make or request bribes, kickbacks, payments or anything of value in addition to the fair market value for the Products. 

v. Re-register, directly or through another party or under another name, after rights to the use the Platform were terminated by PartsTrader based on a breach of this Agreement. 

vi. Threaten another User with negative feedback that could affect the other User’s use of the Platform. 

vii. Act other than in good faith and fair dealing in using the Site and performing User’s obligations, including (A) Quote Requests, Quotes, and Orders; (B) approvals, cancellations and rejections of Quotes by a Repairer; (C) the purchase and sale of Products; (D) any User-Generated Content or User-Uploaded Content; (E) Transactions; and (F) dealing with all other Users and PartsTrader. 

viii. Circumvent the intended purpose of the Platform. Or 

ix. Collude with, or encourage, any party to breach this Agreement. 

b. Communication. 
Users shall not: 

i. Post: false, inaccurate, misleading, defamatory, or libelous content, including inaccurate information regarding Product characteristics, defects, origins, quality, or features; any inaccurate or misleading images or recordings; feedback, comments or ratings that User knows to be inaccurate, or should have known to be inaccurate or misleading. 

ii. Discuss or share information gathered through the Platform with other Users or third parties other than the insurance carrier listed on the Quote Request. 

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

iv. Manipulate the Platform that would breach this Agreement by concealing 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. 

v. Post Quote 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. 

vi. Share information not publicly available in the Quote Request with a Supplier that is not available to other Suppliers that receive the request, including Repairer addresses and phone numbers. This information may be used to complete the PartsTrader transaction. User may not use other Repairer or third-party information to contact Repairers other than in connection with a Transaction and may not disclosure counter-party information with any third-party. 

vii. Provide incomplete, inaccurate or misleading information in a Quote Request. Or 

viii. Share quoted pricing of a Supplier with its competitors. 

ix. Provide links, messages, or other tactics that prompt users to visit any external website or complete a transaction elsewhere. 

c. Transactions. 
User shall not: 

i. Contact any User for the purchase of Products after such Products have been included in a Quote Request on PartsTrader, other than as provided under this Agreement. 

ii. Seek payment of an amount lower than that actually agreed, made, or received between Users on the Platform (other than to restore a product to marketable condition). 

iii. Refer a User to a third-party that is not a User of the Site for purposes of the purchase or sale of Products outside the Platform; provided, however, a User may use third-party payment processors that are licensed depository institutions of associations whose members are licensed depository institutions. 

iv. Collude with other Users to manipulate Product prices. 

v. Notify a Supplier in advance of other Suppliers receiving a Quote Request. 

vi. Discourage any Supplier from submitting a Quote in response to a Quote Request. 

vii. Establish, or attempt to establish, an unfair competitive disadvantage among other Users. 

viii. Discourage any Supplier from submitting a Quote in response to a Quote Request. 

ix. Provide any unfair advantage to any Supplier or otherwise manipulate the market, such as set an unreasonably short Quote Request Closing Time period. 

x. Participate in a Transaction where, following the receipt of conforming Quotes, either (A) the Repairer withdraws a Quote Request and purchase the requested Products outside the Platform without using a substantial portion of the functions of the Platform, or (B) the Supplier withdraws a Quote and sells the requested Products outside the Platform. 

xi. Request discounts from prices provided in Quotes to obtain lower prices outside of the Platform. 

xii. Reject or cancel Orders that conform to quotes (good faith modifications, however, are permitted). 

xiii. In the case of a Supplier, send an invoice or quote for Product price other than that actually charged in a Transaction initiated on the Platform, but completed outside the Platform at a different Product price. Or 

xiv. In the case of a Supplier, sending Products that do not materially conform with the Quote in any respect, including grade, quantity, make, origin, or price. 

12. Representations and Warranties 
a. All Users. User represents, warrants and covenants the following, as of the acceptance of this Agreement and at all times thereafter while a registered User of the Platform, that the User: 

i. Will not use of the Platform in violation of any Law, agreement, or obligation. 

ii. Is solvent, has a positive net worth, and can pay its debts as they come due. 

iii. Has all licenses and permits to conduct its operations. 

iv. Is not subject to any penalty or restriction from any authority that should be disclosed to PartsTrader or any other User that is a party to a Transaction. 

v. Will only permit persons acting on its behalf, including those establishing any account or applying for registration as a User, that have full power and authority, on behalf of User, to assent to the terms of this Agreement, use the Platform, and the binding of the User in all aspects of any Transaction facilitated by the Platform, including providing any User-Generated Content or User-Uploaded Content. 

vi. Has carefully reviewed this Agreement, understands its contents, and has asked any questions regarding this Agreement that it believes is necessary and appropriate. 

vii. Is either a sole proprietorship or an entity in good standing in its state of organization and its state of operation. 

viii. Has all rights in and to User-Generated Content or User-Uploaded Content, including all copyrights, licenses, trademarks or other rights required for uploading to and use on the Platform. 

ix. Has provided information on the User Registration Application, or any other information provided to PartsTrader by User, that is true, complete and accurate. And 

x. Has not relied upon any advice, representations or warranties given or made by PartsTrader or its affiliates in agreeing to be bound by this Agreement. 

b. Representations and Warranties – Users that are Suppliers. 
Users that are Suppliers represent and warrant as follows: 

i. User has the full right and title to sell the Products that are the subject of any Quotes, without any liens, claims or encumbrances of any kind. 

ii. All descriptions of the Products subject to any Supplier User’s quote provided through the Platform are complete and accurate in all material respects. 

iii. The Products that are subject to any Supplier Quote are merchantable, in good working order and are fit for the purpose specified in the Quote Request and associated Quote. 

13. Feedback and Reviews 
User should use commercially reasonable efforts to (and Suppliers must if prompted by the Platform), provide feedback regarding counterparties to any Transaction. PartsTrader may use feedback provided by other Users to, among other things, rate or provide comments regarding a User. All feedback shall (a) be good faith; (b) is non-confidential with no obligation by PartsTrader to maintain any confidentiality; (c) without compensation, (d) not defame, be intentionally, recklessly, or negligently inaccurate; (e) be subject to User’s best efforts to ensure accuracy and completeness; (f) not involve matters unrelated to the Platform or any Transaction, including political, religious, or social commentary; and (g) be professional and not include any profane, obscene or other inappropriate language or content. 

14. Confidentiality of User Information 
User shall not disclose any Confidential Information of another User without the consent of such other User disclosing the Confidential Information. To the extent a User provides Confidential Information to the other, the recipient will protect the confidentiality of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. 

15. Termination 
a. By User. User may terminate this Agreement by giving PartsTrader thirty (30) days’ written notice.  
b. By PartsTrader.  PartsTrader may terminate this Agreement in its sole discretion, at any time, without explanation, for any reason.  Upon the effectiveness of the termination of this Agreement, all services and access to the Site and the Platform shall be cease.  PartsTrader, in its sole discretion, may extend User’s access to the Platform to enable User to complete any pending Transactions.  If such access is maintained to complete such Transactions, the User shall be subject to the terms of this Agreement.  Termination of this Agreement shall not terminate User’s obligation to make payment to PartsTrader for amounts owing and outstanding, along with any party to any Transaction involving the User and facilitated by the Platform.  
c. Survival.  The following Sections shall survive the termination of this Agreement: Sections 7(b) (License by User to PartsTrader), 7(c)(PartsTrader’s Rights to Intellectual Property), 7(d) (Intellectual Property Covenants), 14 (Confidentiality of User Information), 15 (Termination), 18 (Disclaimer of Warranties; Acknowledgements), 19 (Limitation of Liability; Waiver; Release), 20 (Indemnification), and 21 (General Provisions). 
d. Account termination notice.  If PartsTrader temporarily or permanently closes User’s account, then PartsTrader may: (i) notify other Users that are parties to Transactions or proposed Transactions of User’s closed account status, (ii) provide those other Users with a summary of the reasons for User’s account closure. PartsTrader shall have no liability arising from or relating to any notice that it may provide to any User regarding closed account status or any reason for the closure. 

16. User Dispute Resolution 
User shall engage in good faith negotiations to resolve any disagreement regarding any matter with other Users, including amount of discount in connection with Products requiring refurbishing, Quote Requests, Quotes, Orders, Products, or the delivery of or payment for Products. PartsTrader may, at its option, intercede in disputes among Users. To the extent that PartsTrader becomes directly involved in resolving any dispute among Users, any decisions or action by PartsTrader shall be accepted and User shall not challenge the result of such mandated dispute resolution outcome by PartsTrader. USER HEREBY RELEASES PARTSTRADER AND ITS AGENTS, OFFICERS, EMPLOYEES AND AFFILIATES, FROM ANY CLAIM, DEMANDS AND LOSSES OF EVERY KIND, KNOWN AND UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH ALL DISPUTES BETWEEN USER AND ANY OTHER USER, WHETHER UNDER LAW OR EQUITY, INVOLVING OR RELATED TO THIS AGREEMENT, INVOLVING THE PARTSTRADER PLATFORM, OR UNDER THIS AGREEMENT. 

17. PartsTrader’s Private Remedies for Breach by Users 
If User breaches of any provision of this Agreement, or has otherwise engaged in conduct, deemed by PartsTrader in PartsTrader’s discretion, inappropriate for the Platform, then PartsTrader may take the following actions against any User: 
a. Delete any User-Uploaded Content or User-Generated Content. 
b. Issue a warning to User. 
c. Require User to remedy the breach and within any time period specified by PartsTrader. 
d. Advise other Users of the User’s breach or inappropriate conduct. 
e. Suspend User’s access to the Site. 
f. Notify other Users of such breach or inappropriate conduct. 
g. Cancel or withdraw any pending Quote Requests or Quotes of User. 
h. Terminate User’s participation in, registration on or use of the Platform. Or 
i. Take any other action against User, including seeking injunctive relief, reporting to any governmental authority. 

18. Disclaimer of Warranties; Acknowledgements 
a. The Platform is provided “as is” and “as available”. Use of the Platform is at User’s sole risk. PartsTrader disclaims any warranties related to: (i) the Site or Platform’s lack of availability, downtime, disruption, or interruption, delay, breach of security, errors, bugs, viruses or malware; (ii) the completeness or accuracy of any content provided on the Site, including Quote Requests, Quotes, Orders, User-Generated Content, User-Uploaded Content, advertisements, industry information posted on the Site, directories to Suppliers, links to other web sites, or information concerning Repairers or Suppliers; (iii) Products, including Supplier specifications, or satisfaction of the requirements of a Repairer; (iv) Product performance, quality, safety, compliance with Laws, risks, or warranties; (v) ownership, title, availability, terms of sale or delivery, or other limits or impairments of Products; (vi) User’s ability to complete a Transaction; (vii) performance of either the buyer, seller, Repairer or Supplier in delivering or accepting Products, or any other required actions in connection with any Transaction; (viii) misconduct of any Users, including Users that have registered under false pretenses or attempted to defraud other Users; (ix) User actions based on information from the Site or links to any other websites; or (x) 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, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, OR ANY REPRESENTATION OR WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. 
b. Third Party Sites. The Site may contain links to other websites and services not owned or managed by PartsTrader, which are the sole responsibility of such independent third parties. User is using such sites at its own risk. PartsTrader is not responsible, and shall have no liability, for the accuracy, legal or regulatory compliance, decency, or any other aspect of the content of such third party services. 
c. User assumes all Product risks, including misrepresentation of Products, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous Products, unlawful Products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents; violation of third-party rights through the manufacture, importation, export, distribution, offer, display, purchase, sale or use of Products; purchasers or end users of Products or others claiming to have suffered injuries or harm from Products obtained by using the Platform. 
d. In connection with any payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage associated with any Transaction, (i) PartsTrader shall have no liability and (ii) the User shall agree with other parties in the Transaction for their complete and timely payment. 
e. User feedback and reviews shall not be ascribed to PartsTrader, will not be verified by PartsTrader, and each User should undertake independent research to be satisfied concerning any specific User. PartsTrader shall not be liable for any User-Generated Content or User-Uploaded Content. 
f. PartsTrader may for any reason, at any time, and without notice, undertake system maintenance or modify or discontinue the Site or the Platform. 

19. Limitation of Liability; Waiver; Release 
a. Specific limitations. 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 Platform, whether or not such delay or failure arises out of a defect, fault, loss of availability or malfunction of the Platform; (iii) any modification, suspension or discontinuation of the Platform, including any delay or incompleteness of information contained in any transmission to a User or other Transaction party that is not a User; (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 Platform; or (viii) costs of any Product refurbishment. 
c. Waiver and release. Any Claim shall be resolved in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated or representative proceeding. Neither PartsTrader nor any User shall participate in a consolidated, class, or representative proceeding (whether existing or future) brought by any third party rising out of or relating to any Claim with a third party. 

20. Indemnification 
User shall indemnify, defend and hold harmless PartsTrader, its affiliates, and their respective shareholders, members, directors, manager, officers, employees, agents, and subcontractors, from and against any and Losses, whether in connection with a Claim or otherwise, related to or arising from: (a) User’s use of the Platform; (b) User’s breach of this Agreement; (c) ratings or commentary by User regarding any other person or entity, including information used in producing ratings of Repairers or Suppliers, including any claim for defamation; (d) delay or failure of any email or other communication involving PartsTrader and any User; (e) User-Uploaded Content or User-Generated Content, User’s violation of any Laws or agreements with any third party, including any Laws or agreements relating to the privacy or security of information or data; (f) any third-party Intellectual Property right; (g) any Claim regarding or relating to any Product purchased, sold, or which User facilitated the purchase or sale; (h) User’s negligence, willful misconduct or fraud; and (i) disputes between or among any Users. PartsTrader may, at its own expense, assume exclusive defense and control of any matter otherwise subject to indemnification by User, and User shall cooperate with PartsTrader if and as requested by PartsTrader in the defense of such matter. 

21. General Provisions 
a. Miscellaneous. This Agreement, its schedules and attachments (i) may be executed in any number of separate counterparts (if executed in hardcopy), or otherwise accepted or acknowledged online or electronically; (ii) shall be governed by Illinois law; (iii) contain the entire understanding between the Parties regarding the subject of this Agreement, and supersede all previous oral or written agreements or understandings between the Parties regarding the subject of this Agreement; (iv) bind each Party’s respective permitted successors and assigns; (v) shall be subject to legal proceedings exclusively in Chicago, Illinois (except that actions to enforce a judgment or for specific performance may be elsewhere as necessary and PartsTrader may bring actions in another jurisdiction); (vi) may not be waived by PartsTrader except in writing signed by PartsTrader waiving any provision of this Agreement; (vii) shall require that written notices be made to the PartsTrader at an email provided by PartsTrader specially for the giving of notices pursuant to this Agreement, or via hardcopy to Parts Trader 180 North Wacker Drive, Suite 600, Chicago, Illinois, 60606 (in the case of mailed notices, delivery shall be deemed five (5) days after mailing; if by next-day express mail, the next business day; if by email, the next business day); (viii) SHALL NOT BE SUBJECT TO A TRIAL BY JURY, WHICH TRIAL BY JURY IS HEREBY WAIVED BY THE PARTIES; (ix) shall not be deemed to establish a partnership, agency or joint venture between the Parties; (x) shall not be assignable by User (by operation of law or otherwise) without the prior written consent of PartsTrader, other than in cases of the sale of substantially all of the assets of User where User gives PartsTrader written notice not less than sixty (60) days’ notice of such assignment; (xi) shall not be affected by the invalidity or unenforceability of any provision, which such provision shall be deemed severable and not affecting the remaining valid and enforceable provisions of this Agreement, which shall be given their maximum effect; (xii) shall be subject to the rule of construction where (A) the term “including” or “include,” as used in this Agreement, shall mean “including, but not limited to”, (B) headings and parenthetical references in connection with section, schedule or exhibit numbers, shall be for convenience only and not be considered part of this Agreement, (C) unless otherwise indicated, references to a section, schedule, or exhibit means a section, schedule, or exhibit of this Agreement, (D) references to terms shall be deemed to be in the singular or plural as the context requires; and (E) “or” means “any or all” unless otherwise clearly qualified as being mutually exclusive and disjunctive; and (xiii) shall not confer any rights or remedies under or by reason of this Agreement on any other person other than the Parties to this Agreement (except pursuant to Section 20 (Indemnification)). 
b. Force Majeure. PartsTrader shall not be liable for any failure to perform under this Agreement, any delay in the performance of, any obligation under this Agreement due to labor disturbances, accidents, pandemics (including Covid-19) or other health emergencies, fires, floods, telecommunications or internet failures, strikes, wars, terrorism, acts of God, riots, rebellions, acts of government interfering with the receipt of supplies or labor necessary for PartsTrader to perform its obligations under this Agreement, regulations or legal restrictions or any other conditions beyond the reasonable control of PartsTrader. 

Operational Rules 
The agreement and rules (the “Rules”) below govern the relationship of the parties in connection with any Transaction. Any capitalized terms used in these rules, but not defined, shall have the meaning given in the PartsTrader Base Terms and Conditions (“Terms and Conditions”). In the event of any conflict between these Rules and the Terms and Conditions, the Terms and Conditions shall control. 
1. Pre-Transaction Information and Settings 
a. Users provide basic information regarding their firms and the nature of the Products that they may purchase or supply. PartsTrader may supplement the User descriptions with information obtained from third parties. 
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 as preferred Suppliers. 
2. Transactions – Overview of Actions 
Each Transaction consists of one or more of the following elements: 

i. Job Initiation (all Quote Requests, Orders, and Quotes emanate from an initial job) 

ii. Quote Request (relating to all Parts required in any Job) 

iii. Withdrawal of Quote Request, if any 

iv. Quote Request Closing Time 

v. Quote (either for a “whole Job” or a portion of the parts listed in the Quote Request) 

vi. Supplier request for additional information, if any 

vii. Additional Quote Requests, if any 

viii. Order – from Repairer 

ix. Modified Order – modified by Supplier, if any 

x. Delivery of Order or Modified Order by Supplier to Repairer 

xi. Modified Order – modified by Repairer, if any 

xii. Order – review by Suppliers (at the option of the Repairer) 

xiii. Canceled Order – canceled by Repairer, if any 

xiv. Rejected Order – refusal to accept in whole or in part by the Supplier, if any 

xv. One or more rounds of Order modifications by the parties, if agreed-upon, including modifications to account for changes in the Supplier’s inventory 

xvi. Notice from PartsTrader to Suppliers of rejection of quotes by Repairers 

xvii. Confirmed Order – Supplier confirmation of Order 

xviii. Specific additional terms of purchase agreed upon by the Repairer and Supplier 

xix. Invoice (usually sent in paper with the part) 

xx. Purchase and sale 

xxi. Warranty Period 

xxii. Delivery 

xxiii. Product Returns, if any 

3. Quote Requests – Repairer Actions 

a. A Repairer may request Quotes for one or more Products by posting a Quote Request on the Site. The Quote Request shall include information on the vehicle and Product details. The Quote Request shall specify a “Quote Request Closing Time”, which is the deadline by which Suppliers shall provide Quotes. 
b. Quote Requests shall contain sufficient information to allow Suppliers to submit accurate Quotes, deliver Products and complete the transaction. 
c. Repairers shall only post Quote Requests for Products that Repairer intends, in good faith, to purchase via the Site. 

4. Quotes – Supplier 

a. Conditions. 

i. No Quotes shall be delivered to the Repairer after the later of (A) the Quote Request Closing Time, or (B) the moment the Repairer views the submitted Quotes. The Repairer or PartsTrader may extend the Quote Request Closing Time only if the Repairer has viewed any of the submitted Quotes. 
ii. Other than to PartsTrader, the Quote shall not be disclosed by either the Repairer or the Supplier to any third party. 

iii. Supplier shall request additional information from the Repairer if the Supplier requires such additional information to reasonably respond to a Quote Request. 

iv. Supplier may amend or withdraw Quotes until the Quote Request Closing Time. Supplier shall withdraw Quotes, both before and after the Quote Request Closing Time, promptly after Supplier has determined that Products are unavailable or the Supplier cannot otherwise fulfill an Order. 
v. Quotes for Products shall substantially conform to all terms of the Quote Request. 
vi. Quotes shall provide for 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 Platform, net of all discounts and rebates. 
vii. Supplier shall provide Products on the terms and conditions specified in such Quote. 
b. Content of Quotes. 
i. Accurate sell price to Repairers and, if applicable and available, accurate list price, and Product and delivery information. 
ii. Complete prices and fees charged (in U.S. dollars and including base price, fuel surcharges, handling fees, restocking fees, delivery, shipping and return fees, insurance, freight, and all other direct and indirect costs and fees). 
iii. As available to the Supplier, descriptions of all material Product defects, including any failure of the Products to be of merchantable quality or fitness for their intended purpose. 
iv. Descriptions of required Product refurbishment to enable merchantability, together with amount of refurbished Product allowances and estimated repair times. 
v. The following terms, which shall be noted conspicuously in comments section provided by the Site regarding a Quote: (A) non-standard warranty conditions; (B) restocking fees exceeding ten percent (10%) for returns; (C) Products that Repairers may not return; (D) payment terms (such as payment on account, credit card, cash on delivery, and other payment methods); shipping and return fees; (E) quoted, delivered and base price; (F) delivery times. 
vi. Additional terms shall conform with selected optional pre-defined terms provided in a menu on the Platform. 

5. Withdrawal or Modification of Quote Request – Repairer 

a. A Repairer may withdraw a Quote Request before the Quote Request Closing Time, and may extend the Quote Request Closing Time. 

b. Repairer shall provide a reason, via the Site, for any Quote Request withdrawn by the Repairer. 

c. Repairer shall remove or modify any Quote Request if PartsTrader determines in its discretion that the Quote Request violates any provision of this Agreement. 

6. Quotes – Repairers 

a. Timing. 

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

ii. Repairers shall not consider Quotes submitted after the Quote Request Closing Time. 

b. Acceptance and Rejection. 

i. Repairer may select any Quote, any combination of Quotes, or reject all Quotes based upon any reasonable and material criteria. Repairer shall select a Quote if one or more Quotes substantially conform to the Quote Request. Repairer shall use best efforts to place Orders for at least sixty percent (60%) of its Quote Requests. 

ii. The Repairer may select none, or fewer than all, of the Products listed in Supplier Quote. In such cases, the PartsTrader system may notify or alert the Supplier to Repairer’s decision. The form and timing of the delivery of the notice will be determined by the Supplier, using the options provided in the PartsTrader Site. 

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

c. Withdrawal or Second Quote Requests. If the Repairer requires additional Quotes after the Quote Request Closing Time, it may resend the Quote Request and may include additional Suppliers in the new Quote Request with a new Quote Request Closing Time. The Repairer may withdraw the Quote Request and not purchase the Product requested through the quoting procedures on the Site. 

7. Orders – Repairers 

a. Timing. 

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

ii. Repairer shall use best efforts to place Orders via the Site promptly following (A) receipt of conforming Quotes submitted by Suppliers, and (B) selection by Repairer of a Quote. 

b. Obligations. 

i. The Repairer may configure the Site to enable the Repairer to review Supplier changes to an Order that do not conform with the corresponding Quote. The Supplier may modify an Order, including revisions to price, delivery dates, or other elements of the Order 

ii. Repairers shall not submit Orders for Products that such Repairer cannot purchase, regardless of the reason. 

c. The Repairer may cancel, accept or further modify an Order that was returned from the Supplier with revisions. The Repairers and Suppliers may undertake as many rounds of revisions as they may agree. 

8. Orders – Suppliers 

a. Supplier shall: 

i. Use reasonable efforts to confirm Supplier’s obligation to deliver Products, within one hour of receipt by Supplier of acceptance by a Repairer of a Confirmed Order; however, if the Confirmed Order is not received between 8:00 a.m. and 5:00 p.m. at the Supplier’s location, then the confirmation may be made by 9:00 a.m. (Supplier time) the next 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 Confirmed Order. 

iv. Supply the Products in the Order regardless of any associated fee charged by PartsTrader. 

v. Confirm its acceptance of the Order and Supplier’s commitment to deliver the Product on the terms agreed. 

b. Supplier may accept Orders directly from the Repairer that do not conform with the initial Quote sent from the Supplier, or revise the Order for confirmation by the Repairer. 

9. Invoices 

The price stated in a Seller invoice to a Repairer shall be the price in the corresponding Confirmed Order. 

10. Use of the Site – Direct Orders 

A Repairer may place an Order directly with a Supplier using the Site without submitting a Quote Request to one or more Suppliers. In such transaction, Supplier need not submit a Quote. 

11. Purchase and Sale of Products 

a. Timing. Repairer shall not purchase the Products other than through the Site after the Repairer has submitted a Quote Request, until the later of (i) the Quote Request Closing Time, or (ii) Repairers withdrawing the Quote Request. 

b. Terms. The Products shall be delivered pursuant to the terms of the Confirmed Order. 

c. Title. Supplier shall pass title and risk of loss in Products when delivered to and signed for, or otherwise accepted, by Repairer. 

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

e. Payment. Repairer shall pay for Products by the due date specified in the Confirmed Order (or invoice if no due date is specified in the Confirmed Order), except to the extent of disputes raised promptly by Repairer with the Supplier. 

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

12. Products Warranty and Returns 

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

b. Repairer may return a Product if the quality or specifications materially deviate from the Product Quote. 

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

d. Repairer shall promptly advise Supplier regarding any problem with delivered Products. Repairer shall notify a Supplier of returned Products warranting a credit from Supplier under this Agreement, within fourteen (14) days of delivery. 

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

f. Supplier shall not assess a restocking fee for returns of Products that are (i) defective or of poor quality, (ii) delivered late, or (iii) conforming with the specification of the Products in the final agreed Quote or Confirmed Order 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 confirmed 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 confirmed Quote, including timely delivery. 

13. Refurbished Products 

a. The Supplier may provide allowances or credits against the Order price for Products requiring 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. 

d. Any allowance or credit shall reflect Product refurbishing time and materials as agreed to by the Repairer and Seller. 

14. Other Terms Applicable to All Users 

a. User shall pay for Products purchased by User, absent manifest error. 

b. A Quote submitted by a Supplier constitutes a representation and warranty that such Supplier has can (i) fulfill the sale and delivery of the listed Products, and (ii) satisfy all conditions and terms in the Quote and Confirmed Order. 

c. Users 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, Quote Request, Quote, or Order. 

PartsTrader Supplier Code of Conduct 

All Suppliers are expected to adhere to the Base Terms and Conditions, the Operational Rules, and the instructions and guidance provided in the PartsTrader Help Pages and website (collectively, the “PartsTrader Rules”). 
The following guidelines highlight some important expectations of Suppliers while participating in the PartsTrader Platform. Violations of PartsTrader Rules can result in suspension or termination of a User’s PartsTrader account. 
These are a summary of selected rules. For the complete rules and terms, see the PartsTrader Rules, which control over this Code of Conduct. Capitalized terms used below, but not defined, shall have the meanings given in the Base Terms and Conditions. 

Supplier Code of Conduct 

PartsTrader’s Rules requires that suppliers act fairly and honestly on the PartsTrader Platform to ensure quality buying and selling experiences for all users. All suppliers must: 

i. Provide accurate information to PartsTrader and Users of the PartsTrader Platform 

ii. Act fairly and not misuse the PartsTrader Platform features or services 

iii. Not take any action that undermines the feedback or rating systems 

iv. Not attempt to damage or abuse another User 

v. Not send unsolicited or inappropriate communications 

vi. Not attempt to circumvent the PartsTrader sales process 

vii. Honor all commitments in final agreed terms, Orders and Quotes 

Violating these principles or any portion of PartsTrader Rules may result in actions against a User’s account, such as issuing warnings, suspension, or termination. 

Accurate Information 

Supplier must provide accurate information to PartsTrader and Users of the PartsTrader Platform, and update the information if it changes. 

Acting Fairly 

Supplier must act fairly and honestly and may not misuse any service provided by PartsTrader. Examples of unfair activities include: 

i. Providing misleading or inappropriate information to PartsTrader or Users of the PartsTrader Platform 

ii. Discouraging Users from participation in the PartsTrader Platform 

iii. Attempting to increase the price of a Product after an Order is confirmed 

iv. Colluding with other Users to manipulate Product prices 

v. Allowing other people to act on User’s behalf in a way that violates the PartsTrader Rules 

Feedback and Ratings 

Suppliers may not attempt to influence or inflate repairer’s feedback and ratings. Suppliers may request feedback and reviews from User’s repairers in a neutral manner. 


Supplier may not send unsolicited or inappropriate messages. All communications to repairers must be necessary to fulfill the order or provide services to repairers. Marketing communications are prohibited. 

Customer Information 

As a PartsTrader supplier, the supplier receives repairer information, including but not limited to, addresses and phone numbers. This information may be used to complete the PartsTrader Transaction. Supplier may not use repairer information to contact repairers except in connection with a PartsTrader Transaction. Supplier may not share repairer information with any third-party. 

Circumventing the Sales Process 

Supplier may not attempt to circumvent the PartsTrader Platform or divert PartsTrader Users to another channel outside of the PartsTrader Platform. Users may not provide links, messages, or use tactics that prompt other Users to visit any external website or complete a transaction elsewhere.