1. Contract Agreement

When you, as a recycler customer, submit a Registration form to Used-Car-Parts.com, Inc., operating as Car-Part.com (“Car-Part.com”), either in writing or online, it signifies your agreement to all these Terms and Conditions. Car-Part.com explicitly rejects any differing or additional terms and conditions you might include in your Registration or related documents, and these will not be binding on Car-Part.com. Car-Part.com holds the right to accept or reject any Registration forms received.

2. Description of Our Services for Car Part Recyclers

The following sections detail the services Car-Part.com offers, along with the specific terms for each. Your Registration form will specify which of these services you are subscribed to. If a service is not listed in your registration, the corresponding terms do not apply. Should Car-Part.com offer additional products or services to you in the future, this Agreement will also cover those unless explicitly stated otherwise in writing by Car-Part.com.

a. Website Design and Development Services for Car Part Businesses

Car-Part.com will design a website tailored to car part businesses as specified in your Registration. A “basic” website includes a homepage featuring your logo (if provided) and a car part search page. Additional features can be incorporated as mutually agreed upon between you and Car-Part.com over time to enhance your online car part presence.

b. Domain Name Setup for Your Car Part Website

Car-Part.com will apply for the domain name(s) you selected during Registration. Please note that the domain name registrar ultimately decides domain name availability, and acquiring your desired name is not guaranteed. In case your initial choice is unavailable, Car-Part.com will assist you in finding an alternative domain name. It is your responsibility to ensure that your chosen domain name does not infringe upon any trademarks or third-party rights. Your rights concerning the domain name are governed by the domain name registrar’s rules, which Car-Part.com can provide upon request. Domain names require renewal with the registrar every two years, and you are responsible for managing and paying the renewal fees. Car-Part.com can offer assistance with this renewal process if desired.

c. Web Server Setup for Car Part Inventory

Car-Part.com will handle the setup of your website (if Car-Part.com is hosting it) and integrate your car part search functionality on Car-Part.com’s server. This is a mandatory, one-time service to ensure your car part inventory is properly hosted and searchable.

d. Website Hosting with Car Part Inventory Integration

Car-Part.com will host your car part website on its servers and integrate your inventory into its central database. This ensures your car part inventory becomes searchable through the inventory search feature on your website, expanding your reach to potential buyers. You are responsible for providing accurate and up-to-date car part inventory information to Car-Part.com in the specified format. Car-Part.com offers upload software to facilitate this process, as further described in Section 4, making it easier to manage your online car part listings.

e. Adding a Car Part Inventory Search to Your Existing Website

If Car-Part.com is not hosting your website, we will collaborate with your Internet Service Provider (ISP) and website designer to incorporate a car part inventory search feature. This integration will be implemented in a manner deemed most suitable by Car-Part.com to ensure seamless functionality. Your cooperation is essential in ensuring that your ISP and website designer provide the necessary collaboration to Car-Part.com for successful implementation.

f. Publishing Your Car Part Inventory on Car-Part.com

Car-Part.com will make your car part inventory accessible to users conducting parts searches on the Car-Part.com platform. This increases the visibility of your car parts to a wider audience of potential buyers actively searching for used auto parts. Maintaining accurate and correctly formatted car part inventory information, as required by Car-Part.com, is your responsibility.

g. Publishing Your Car Part Inventory on Consolidated Sites

If you are affiliated with a state recycler association or another consolidated group and Car-Part.com hosts that organization’s website, and with your consent and the organization’s approval, Car-Part.com may include your car part inventory in the inventory search feature on that organization’s site, if applicable. The same guidelines and responsibilities apply as when including your inventory on the main Car-Part.com site, ensuring consistent data management across platforms.

h. Email Accounts for Your Car Part Business

Car-Part.com will provide the number of email accounts specified in your Registration form, using your chosen names and primary domain name (e.g., [email protected]). These email accounts are intended for professional communication related to your car part business operations.

3. Content Guidelines for Car Part Websites

If Car-Part.com hosts your website or email, you agree to use these services exclusively for lawful purposes related to your car part business. You are prohibited from posting or transmitting scandalous, libelous, prurient, offensive, or any material that Car-Part.com deems unsuitable for the site at its sole discretion. Discovery of such content on your site may lead to immediate removal of the material or site takedown by Car-Part.com.

Car-Part.com will provide a five (5) day period for you to rectify any identified issues, except as detailed further in this section 3. Failure to comply or repeated violations of these content guidelines may result in the removal of your site from Car-Part.com’s server and immediate termination of this Agreement, without any fee refunds. Car-Part.com does not proactively monitor your site content; therefore, adherence to these restrictions is your responsibility.

Furthermore, you are responsible for ensuring compliance with all applicable laws and regulations, including copyright and trademark laws, on your website. Obtaining necessary Trademark, Copyright, or other permissions for your site content is your responsibility, and Car-Part.com assumes you have secured these. In accordance with federal law, upon receiving notification of alleged copyright infringement related to your site, Car-Part.com may immediately remove the potentially infringing material without incurring liability. You must adhere to the provisions of 17 U.S.C. 513(g) for material replacement.

You agree not to send unsolicited bulk email (spam) from any email account provided by Car-Part.com. Violation of this policy may result in immediate termination of your email account(s) and/or this entire Agreement.

4. Access and Inventory Upload for Car Part Listings

Upon acceptance of this contract and website setup, Car-Part.com will provide instructions on accessing your site and uploading your car part inventory, unless your inventory is directly transmitted from your inventory management system provider or another third party. Uploading and maintaining your car part inventory is your responsibility. If you encounter technical difficulties during inventory upload, you must notify Car-Part.com immediately, and we will strive to assist you through telephone support.

Car-Part.com provides software to facilitate inventory uploads; this software remains the property of Car-Part.com. Upon termination of this Agreement, you must delete this software from your systems and return all copies to Car-Part.com. All software provided is licensed to you under the terms of the associated license agreement. You agree that Car-Part.com may display your car part inventory information, clearly identified as yours, in connection with the auto parts search services offered by Car-Part.com.

5. Car Part Sale Transactions and Responsibilities

All car part sales conducted through your website and the Car-Part.com site(s) are direct transactions between you and the buyer. Car-Part.com is not a party to these sales and does not act as an intermediary or broker. Car-Part.com does not vet buyers and assumes no responsibility for buyers failing to meet their obligations to you. Car-Part.com cannot guarantee transaction completion by any buyer. We advise you to exercise caution and employ safe selling practices when engaging in online sales.

You are solely responsible to the buyer for all warranties, refunds, credits, or transaction adjustments, as defined in your sales agreement with the buyer. Car-Part.com is not responsible for handling customer service or disputes related to car part sales.

6. Limitation of Liability Regarding Car Part Services

The internet is dynamic, and access can be intermittent. Car-Part.com does not guarantee uninterrupted, continuous, or secure access to any hosted sites, searches, or services. Car-Part.com is not liable for failures in your computer systems, internet connection, or services provided by your Internet Service Provider. You are responsible for maintaining your own internet access to utilize Car-Part.com’s services. Car-Part.com is not responsible for issues beyond its direct control, including internet connection problems affecting Car-Part.com that are caused by external factors.

Car-Part.com will make commercially reasonable efforts to maintain server uptime and operational condition. HOWEVER, THE SERVICES AND ALL SOFTWARE PROVIDED BY CAR-PART.COM ARE OFFERED AT YOUR SOLE RISK AND ARE PROVIDED ON AN “AS-IS” AND “WHEN AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND. CAR-PART.COM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

YOUR SOLE REMEDY AND CAR-PART.COM’S EXCLUSIVE LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO A REFUND OF FEES PAID TO CAR-PART.COM. CAR-PART.COM EXCLUDES LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST SALES, OR ANY OTHER INDIRECT LOSS. You agree to indemnify and defend Car-Part.com, including covering attorney’s fees, against any legal action initiated against Car-Part.com related to your website or activities connected to websites where your car part inventory is searchable, including Car-Part.com.

7. Agreement Term and Modifications

This Agreement is initially valid for three (3) months and will automatically continue thereafter until either party provides written notice of termination to the other. Fees paid to Car-Part.com are non-refundable. This agreement can be mutually terminated at any time through a written agreement signed by both parties.

Car-Part.com reserves the right to modify the terms of this Agreement by providing you with 30 days’ advance notice of any changes. If you object to the changes, you may terminate this Agreement by notifying Car-Part.com within the 30-day notice period. Car-Part.com may periodically implement policies related to its services, and these policies will be binding upon you unless you terminate this Agreement within 30 days of being notified of the policy.

8. Notices and Communication

All formal notices required under this Agreement should be sent to Car-Part.com’s headquarters at the address listed on its website and to you at the address provided in your Registration form. You are obligated to notify Car-Part.com in writing of any changes to your address. Notices related to copyright issues under 17 U.S.C. 513 should be directed to the designated agent for such notices identified on the Car-Part.com website (www.Car-Part.com).

9. Charges and Payments

All fees are payable in advance, non-refundable, and exclusive of any applicable taxes, which will be added to the fees. Car-Part.com may modify fees by providing thirty days’ advance notice. Fee changes will take effect at the start of the billing cycle following the notice period. Failure to pay fees when due may result in termination of this Agreement and associated services, including the removal of your website.

10. Confidentiality of Car-Part.com Documentation

The Car-Part.com Web Development Guide, access credentials, inventory upload procedures, filenames, and software (“the Documentation”) are considered highly sensitive Confidential Information and Trade Secrets of Car-Part.com. You are authorized to use the Documentation solely for uploading your car part inventory to Car-Part.com. You are prohibited from disclosing, using, or allowing the disclosure or use of the Documentation by others for any other purpose, except as legally required. You must not use the Documentation to create software or services that replicate the functionality of Car-Part.com’s products and services.

You agree to: (a) maintain the confidentiality of the Documentation; (b) establish agreements with your employees and agents to protect the confidentiality and proprietary rights of Car-Part.com’s Confidential Information and instruct them on these requirements; (c) limit access to the Documentation to employees with a “need to know” for the intended purpose; (d) refrain from removing or altering any proprietary markings on the Documentation; and (e) not disclose the Documentation to any web hosting provider, software developer, or yard management system provider. You acknowledge that breaches of this Section 10 may cause immediate and irreparable harm, justifying injunctive relief.

Car-Part.com will not share your individual identifiable data (data specifically linked to you) with third parties without your explicit permission. Car-Part.com reserves the right to utilize aggregate data (data compiled from multiple sources for statistical or other purposes that does not reveal individual identities) and share it with third parties.

11. Hollander Interchange Provisions for Car Part Data

These provisions pertain to the use of the Hollander Interchange database for car part information. Under the license agreement between Cooperative Computing, Inc. (“CCI”) and Car-Part.com, Car-Part.com grants you a non-transferable, non-exclusive, and terminable sublicense to: (i) access and use the Hollander Interchange database (“CCI Product”) solely in conjunction with Car-Part.com’s services outlined in Section 2 (“Car-Part.com Product”); (ii) transfer car part inventory data using the Hollander Interchange, including Hollander Inventory Numbers; and (iii) include Car-Part.com Products, such as parts searches using the Hollander Interchange, on your internet site(s).

You do not receive any rights to use the CCI Product except through this sublicense granted by Car-Part.com. Neither Car-Part.com nor CCI grants any other CCI Product licenses, explicit or implied, except as described in this Agreement. You agree to comply with all terms of this Agreement and to use the CCI Product only as permitted. You are strictly prohibited from distributing, providing access to, or making available to any third party any data or information that would enable the Hollander Interchange to be readily copied in whole or in substantial part.

You warrant that you possess a valid sublicense to the Hollander Interchange for your inventory management system. If you cease to hold a valid sublicense, you must immediately inform Car-Part.com, and Car-Part.com may terminate this Agreement immediately. You must use the CCI Product solely in connection with the Car-Part.com Product and not for any other purpose. You agree not to use any portion of the CCI Product on behalf of any third party or to: (i) reformat any CCI database product; (ii) extract data from any CCI database product; (iii) analyze or reverse engineer CCI file formats; or (iv) use it for any purpose not explicitly allowed in this Agreement.

You agree to implement updates provided by Car-Part.com that incorporate security features (“Licensing Updates”) or provide updated data for the Hollander Interchange (“Data Update”). The sublicense term begins on the effective date of this Agreement and continues until terminated as specified herein. Upon termination for any reason, all rights and licenses granted to you will immediately cease, and you must return all CCI property, including all copies of the CCI Product and related documentation, to Car-Part.com or CCI at your expense.

The sublicense terminates immediately without notice if you breach any provision of this Agreement. You understand and agree that this Agreement may terminate upon expiration or termination of the License Agreement between CCI and Car-Part.com, at CCI’s discretion. CCI may also terminate this Agreement in case of a material breach by you. You acknowledge that the CCI Product and related materials, including all intellectual property rights, remain the property of CCI and its suppliers. You agree to protect the CCI Product from unauthorized disclosure or use. You will indemnify and hold Car-Part.com and CCI harmless from any claims, damages, or liabilities arising from your breach of this Agreement.

THE CCI PRODUCT IS PROVIDED “AS IS.” CAR-PART.COM AND CCI DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT. NEITHER CAR-PART.COM, CCI, NOR THEIR SUPPLIERS WARRANT THAT THE CCI PRODUCT WILL MEET YOUR BUSINESS REQUIREMENTS, BE ERROR-FREE, OR OPERATE UNINTERRUPTED. CAR-PART.COM, CCI, AND THEIR SUPPLIERS ARE NOT LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR DATA, EVEN IF ADVISED OF SUCH POTENTIAL DAMAGES.

You may not assign, license, sublicense, transfer, or otherwise dispose of this Agreement or any rights to the CCI Product. You agree to seek support, maintenance, or assistance related to the CCI Product and Car-Part.com Product solely from Car-Part.com. CCI is a third-party beneficiary to this Agreement concerning the CCI Product, and these provisions are enforceable by CCI in addition to Car-Part.com.

12. Miscellaneous Provisions

This Agreement is governed by the internal laws of the Commonwealth of Kentucky. You consent to the exclusive jurisdiction of state and federal courts in Kenton County, Kentucky, for any litigation related to this Agreement or your relationship with Car-Part.com. This Agreement and the Registration form constitute the entire agreement between you and Car-Part.com, superseding all prior communications. Changes to this Agreement, except as permitted in Sections 7 and 9, must be in writing and signed by both parties. If any provision of this Agreement is deemed unenforceable, it will not affect the enforceability of the remaining provisions, and the Agreement will be interpreted as if the unenforceable provision was not included.

* Trademark of CCITRIAD, not affiliated with Car-Part.com

Trademarks owned by their respective owners, not affiliated with Car-Part.com

1997 – 2001 Car-Part.com