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PartsRiver

Seller Participation Agreement

General

This Seller Participation Agreement ("SPA") governs your access to and use of the PartsRiver selling services operated through the primary PartsRiver marketplace site located at www.partsriver.com ("Main Site") and other PartsRiver-owned or operated marketplace sites (collectively, the "Sites" or the "Service"). The PartsRiver Terms of Use ("Terms of Use") (which provide general terms for access and use of the Service) and the Policies and Procedures (which provide additional guidelines for the use of the Service) are hereby incorporated by reference into the SPA, and references to this SPA shall be deemed to include the Terms of Use and the Policies and Procedures. Defined terms that are not defined in this document may be defined within the other documents which make up the SPA. To access the Service to sell items, you must read, understand, and accept the SPA without change, and by registering for a seller account for the Service, you (as an individual user or single entity, "you" or "Seller") acknowledge that you agree to be bound by all terms and conditions of the SPA. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, THEN YOU MAY NOT USE THE SERVICE AS A SELLER.

We may amend the SPA (including the Policies and Procedures) from time to time, in accordance with Section 12 of the Terms of Use. We may choose to temporarily change the fees for our services for promotional events or new services, and such changes are effective when we post the temporary promotional event or new service through the Service.

  1. Eligibility & Account Creation
    In order to use the Service, you must be the age of majority in your country and fully competent to understand and agree to the SPA. You may not use any part of the Service if you are under the age of 18, or if you have previously been removed from any part of the Service. If you are using or opening an account on the Service on behalf of a company, entity, or organization (collectively "Subscribing Organization"), then you represent and warrant that you are an authorized representative of that Subscribing Organization with the authority to bind such organization to the SPA, and you hereby agree on behalf of such Subscribing Organization to be bound by the SPA. In such a case, references to "you" in this SPA will apply to you, your Subscribing Organization, and any other individual user authorized to use the Service on behalf of such Subscribing Organization.

    During the creation of your account, your email address becomes your User ID and you are assigned a random-generated password. You can change your password at any time. You are solely responsible for maintaining the security of your password. You agree to protect your account by guarding your password, and to change it as soon as possible if you believe its security has been compromised. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this SPA) and are solely responsible for any use of or action taken under your password. You also agree to notify PartsRiver immediately if you believe your account has been used without your authorization. We may communicate with you via email and any other similar technology for purposes relating to your account, any orders you place with us, or any other service we provide to you.

    For more information about how we treat the information you provide to us, you may review our Privacy Policy which is incorporated in this SPA by reference.
  2. Our Role
    PartsRiver provides a platform for buyers (each a "Buyer") to negotiate and complete transactions with you. PartsRiver is not a party to any transaction between a Seller and a Buyer nor is PartsRiver the agent of any Seller or Buyer. As a Seller, you use the Sites and the Service at your own risk.
  3. Sales and Shipping Policies, Taxes, and Compensation
    Our sales, pricing, order fulfillment, prohibited items, shipping, returns, taxes, fees, compensation and payment, fraud, and customer service policies are described in more detail in our Policies and Procedures.
      1. Sales Policies. Sellers are obligated to sell the items that they list to Buyers who purchase the items, and non-completion of a transaction may be legally actionable. By listing an item, you represent and warrant to PartsRiver and its customers that you have the right and ability to sell the listed item, that sale of such item is permissible under applicable law, that you have the inventory on hand, that you have complied with the Section entitled "Listing Items and Inventory" described in our Policies and Procedures, and that the listing is accurate, current, and complete and is not a duplicate listing, misleading or otherwise deceptive. All Seller items will be listed on the Main Site. PartsRiver may at its sole discretion, list Seller's on other Sites owned or operated by PartsRiver, including: (i) skinned versions of the Main Site; (ii) a Seller e-store that displays all items sold by Seller on the Service; (iii) specific subsections of the Main Site applicable to specific industries or product groups; or (iv) customized versions of the Main Site available to specific Buyers or categories of Buyers.
      2. Pricing. Sellers are solely responsible for determining the purchase price for each item they list on the Service, subject to restrictions in our Policies and Procedures and a minimum price requirement set by PartsRiver. Further, you may not offer any item you list on the Service for a lower price through any other sales channel, and any sale or promotional pricing offered through any other channel (including your brick and mortar operations, if applicable) must also be offered through the Service. All payments for sales through the Service must be processed through the Service and not directly or through any third party services. Sellers may not invoice or seek additional fees from a Buyer in any PartsRiver transaction for any reason.
      3. Order Fulfillment. As described in more detail in the "Orders" section of the Policies and Procedures you will: (i) source, sell, fulfill, ship and deliver your items, and source and sell your items in accordance with the terms of the applicable purchase notification and this SPA; (ii) package each of your items in a commercially reasonable manner and in accordance with the Policies and Procedures in the section entitled "Packaging for outbound shipments"; (iii) retrieve purchase notifications at least once each business day; (iv) not cancel any transaction except as may be permitted pursuant to this SPA; (v) provide to PartsRiver information regarding shipment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us; and (vi) include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of your items identifying yourself as the Seller. Sellers must ship each order they receive within the Seller's published lead time, or the orders may be subject to cancellation. The purchase notification provided to the Seller will list the shipping method to be used and the calculated shipping cost, which is dependent upon the location of the Buyer and the item being shipped. You are responsible for, and bear all risk and liability for, any non-delivery, mis-delivery, theft, damage, or other mistake or act in connection with the fulfillment and delivery of your items, except to the extent caused by (a) credit card fraud for which we are responsible under the subsection entitled "Fraud and Security Measures"; or (b) our failure to make purchase notifications available to you.
      4. Prohibited Items. Our prohibited items policy is described in more detail within our Policies and Procedures in the section entitled "Listing Regulations." You may not list any item, or link or post any related material that (i) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (ii) is counterfeited, illegal, stolen, or fraudulent; or (iii) the sale of which through the Service or otherwise is illegal under applicable law or regulation.
      5. Taxes. "Taxes" means all applicable sales, use, withholding, excise, value added, and similar taxes, and duties, surcharges, and other charges levied by any governmental authority as a result of sale of items under the terms of this SPA. PartsRiver collects Taxes for orders (i) originating from or being delivered to addresses in states in which PartsRiver currently does business unless Buyer is exempt from any applicable taxes, as determined by PartsRiver based on the information provided to PartsRiver by Buyer thereto (including Buyer's tax ID number and copies of valid state reseller certificates, or other valid tax or other exemption certificates issued or authorized by the appropriate authority); and (ii) in which Buyer and Seller's shipping addresses are in the same state. You are solely responsible for your use of PartsRiver's tax collection services and for documenting and paying all Taxes to the appropriate taxing authorities for your transactions. PartsRiver disclaims all responsibility for your use of the tax collection services.
      6. Fees. All Sellers agree to pay PartsRiver a minimum sales commission (the greater of a fixed amount or percentage of the list price) for all sales made through the Sites, as specified in more detail in our Policies and Procedures. In addition, certain PartsRiver services may require you to pay separate fees on a one-time or recurring basis, such as for managing and listing large amounts of parts on the Sites. Before you are required to pay any fees, you will have an opportunity to review and accept the applicable fees that you will be charged. The full amount of shipping fees paid by Buyers for items purchased on the PartsRiver Sites are credited directly to Seller. The fees paid by Sellers covers all credit card processing and fraud protection fees. You are responsible for all other expenses incurred in the sale of your items in connection with this SPA, unless this SPA or the Terms of Use provide otherwise. Unless stated otherwise, all amounts and fees under this SPA shall be in U.S. Dollars. Please see our Policies and Procedures in the section entitled "Payment" for more detail on our fees.
      7. Credit Card and Bank Account Information. If you are subscribing to portions of the Service which require fees, you may be required to provide PartsRiver with valid credit card information from a credit card acceptable to PartsRiver. To use direct deposit, you are required to provide PartsRiver with valid bank account information from a bank with operations in the United States. You authorize PartsRiver (and will provide us documentation evidencing your authorization upon our request) to verify your bank account and credit card information (including any updated information), to obtain credit authorizations from your credit card issuer, and to charge your credit card for any sums payable by you to PartsRiver (for reimbursement or otherwise). PartsRiver will charge the payment method you specify at the time of purchase. You authorize PartsRiver to charge all sums described herein to such payment method.
      8. Compensation and Payment. All fees and commissions are deducted, where possible, from payments PartsRiver makes to Sellers. Alternatively, for any amounts you owe us (for fees owed to us, erroneous or duplicate transactions, or otherwise), we may (i) invoice you for amounts due to us under this SPA, in which case you will pay the invoiced amount upon receipt; (ii) charge your credit card if you have one on file with PartsRiver; or (iii) seek payment or reimbursements from you by any lawful means. Payments to Sellers from PartsRiver are made conditionally by direct deposit, check, or wire transfer. While direct deposit payments are issued on Fridays, please note that the funds may not be available to you until the following Monday or Tuesday. If we conclude that your actions and/or performance in connection with this SPA may result in customer disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you under this SPA for the shorter of: (a) a period of ninety (90) days following the initial date of suspension; or (b) completion of any investigation(s) regarding your actions and/or performance in connection with this SPA.
      9. Returns and Refunds. PartsRiver provides a venue for Sellers and Buyers to negotiate refunds and returns on most Buyer-direct orders. You will accept and process returns of, and (using the functionality we make available to you) provide refunds and adjustments for your items in accordance with this SPA, and you will calculate and refund any associated taxes required to be refunded. You will route all refund (and adjustment) payments through PartsRiver or its designated affiliate. PartsRiver or its designated affiliate will credit the applicable customer account, and (a) you will reimburse PartsRiver for all amounts so credited, or, in its discretion, (b) PartsRiver may offset any amounts due to you. Buyers must request approval for returns and Sellers must receive the returned item within a specified time within the Policies and Procedures. The authorized reasons for a return are: (i) condition not as described on website; (ii) missing parts/pieces; (iii) incorrect item shipped; or (iv) item is illegal or a counterfeit. Any shipping fees are nonrefundable. Once an item is received, the Seller has the option to refund the order or dispute the return. The authorized reasons for disputing a return are: (i) return appears to be discretionary; or (ii) item not received within the specified amount of time from the shipping date. Please see our Policies and Procedures in the section entitled "Return" for more detail. PartsRiver has no obligation to accept any returns of any of your items.
      10. Fraud and Security Measures. PartsRiver will bear the risk of Buyer credit card fraud (i.e. fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with transactions, and you will bear all other risk of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any item that is not fulfilled strictly in accordance with purchase notifications. You will stop and/or cancel orders if we so direct (and if the Buyer has already been charged for such orders, you will execute refunds therefor) and will provide to us telephone and email contact information for a designated contact available during business hours whom we can contact regarding fraud, order stops and cancellations and similar concerns, who will cooperate with us and who has access and ability promptly to cancel or stop orders from being shipped. As a security measure, we may, but are not required to, impose transaction limits on some or all Buyers and Sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security or fraud prevention reason, or (ii) if we permit a Buyer to withdraw from a transaction because the Service is unavailable following the commencement of a transaction.
  4. Customer Service
    Unless provided otherwise elsewhere in this SPA, you are solely responsible for all customer service issues relating to your items (including pricing, item information, and availability), order fulfillment and shipping and handling, order cancellation by you or a Buyer, returns, refunds and adjustments, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us.
  5. Seller Ratings
    Sellers earn a Seller rating based on their ability to fulfill orders, ship quickly and do everything within their control to ensure that what arrives at the Buyer's address matches the description of the item listed for sale. Your overall Seller rating is based on customer feedback and your fill rate, which is calculated according to the percentage of orders filled versus those cancelled or refunded. PartsRiver makes your Seller rating and order feedback publically available to assist potential Buyers in making decisions. Please visit our Policies and Procedures in the section entitled "Seller Rating" for more detail.
  6. Reservation of Rights
    Without limiting other remedies, we may, in our sole discretion, limit, suspend, or terminate our Service and user accounts, prohibit access to our Service and their content, services, and tools, delay or remove hosted content, delay or suspend listing of, or refuse to list, de-list, or require Seller not to list, any or all items, and take technical and legal steps to keep Sellers off the Service if we believe a Seller is creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies. You will stop and/or cancel orders of your items if we ask you to do so (provided that if you have transferred your items to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any Buyer (in accordance with this SPA) that has been charged for an order that we stop or cancel. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time.
  7. Intellectual Property
    Our Service may contain material that is protected by trademarks, trade names, service marks, copyrights, and other intellectual property rights, which are and shall remain the sole property of PartsRiver and its licensors, as applicable. PartsRiver has no control over third party sites linked to by our Service or the material available through third party sites, and PartsRiver makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability, or reliability of third party sites and third party material available through the Service. For more information, please see Section 14 of the Terms of Use.
  8. Representations and Warranties
    In addition to your representations and warranties in the Terms of Use, you hereby represent and warrant to us that: (i) you have all requisite right, power and authority to enter into this SPA and perform your obligations and grant the rights, licenses and authorizations you grant hereunder; (ii) you and all of your subcontractors, agents and suppliers will comply with all applicable laws in the performance of your obligations and exercise of your rights under this SPA; (iii) all of your items and their packaging comply and will comply with all applicable marking and labeling requirements required by law; (iv) you will not, unless we otherwise agree, redirect any Buyers or prospective Buyers from the Service into any other sales channel, and will not use the Service for any purpose other than the offering or sale of your items as contemplated herein; and (v) you will not separately ask for or require any Buyers or prospective Buyers to provide any credit card, debit card, bank account, or other information related to a payment method other than through the Service.
  9. Privacy
    PartsRiver is committed to protecting the privacy of our Buyers and Sellers in all aspects of its business. For more information about how we treat the information you provide to us, you may review our Privacy Policy which is incorporated into the SPA by reference.
      1. PartsRiver and its respective affiliates may communicate with you in connection with your listings, sales, and your use of the Service, electronically and in other media. When you use the Service, some personally identifiable information about you, including your comments and the e-mail address associated with your account, may be displayed on the Sites and may be viewed by potential Buyers.
      2. You shall not, and shall not cause your affiliates to, directly or indirectly disclose, convey or use any order information or other data or information acquired by you or your affiliates from PartsRiver or Buyers on the Service as a result of the SPA, the transactions contemplated hereby or the parties' performance hereunder (collectively, "PartsRiver Transaction Information"), except you may disclose this information solely as necessary for you to (i) comply with law or judicial process, provided you notify PartsRiver of any such disclosure (to the extent legally permissible), and use your best efforts to secure confidential treatment of any PartsRiver Transaction Information so disclosed, and (ii) perform your obligations under the SPA, provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information. You agree that you will take all reasonable measures to protect the PartsRiver Transaction Information against any use or disclosure that is not expressly permitted in this SPA. The terms of this Section do not prevent you from using other information that you obtain separately from the PartsRiver Transaction Information, even if such information is identical to PartsRiver Transaction Information, provided that you do not target communications on the basis of the intended recipient being an PartsRiver user.
  10. Termination
    The SPA may be terminated immediately by either party at any time upon notice to the other party. We may, in our sole discretion, suspend your account (in whole or in part), for any reason, or any current sale, without liability to you. Following termination: (i) you will fulfill all outstanding orders placed prior to termination; and ii) we will remit to you all outstanding monies owed to you by PartsRiver at the time of termination. Additionally, we may remove all of your data and Content from the Service upon termination, but reserve the right to your data or content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary or in the interest of PartsRiver or a third party to (a) comply with legal process; (b) enforce this SPA; or (c) investigate or protect the rights, business interests, property or personal safety of PartsRiver, its customers, or the public. Accordingly, you agree to maintain and back up all your own data and Content generated or used in connection with the Service.
  11. Indemnity
    You agree to defend, indemnify, and hold harmless PartsRiver and its respective officers, directors, employees and agents) from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with: (i) your access to or use, misuse, or abuse of the Service; (ii) any actual or alleged breach of your representations, warranties, or obligations set forth in the SPA; (iii) your website or other sales channels, the items you sell, any Content you provide, the advertisement, offer, sale or return of any items you sell; (iv) any actual or alleged infringement of any intellectual property or proprietary rights by any items you sell or Content you provide; or (v) Seller taxes or the collection, payment or your failure to collect or pay Seller taxes. You will use counsel reasonably satisfactory to us to defend each indemnified claim. If at any time we reasonably determine that any indemnified claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.
  12. No Warranties
    AS SPECIFIED IN THE TERMS OF USE, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS-AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMTED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CUSTOMER FURTHER ACKNOWLEDGES THAT PARTSRIVER DOES NOT WARRANT THAT: (I) THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; (II) FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (III) THE SERVICE IS NOT VULNERABLE TO FRAUD OR UNAUTHORIZED USE; (IV) USE OF THE SERVICE WILL RESULT IN ANY SALES OF LISTED ITEMS OR REVENUE OR OTHER BENEFIT TO YOU; OR (V) THE FEATURES, CATEGORIES, OR FUNCTIONALITIES OF THE SERVICE WILL BE AVAILABLE AT ANY TIME IN THE FUTURE. ALL UNIFORM COMMERCIAL CODE WARRANTIES ARE EXPRESSLY DISCLAIMED BY THE PARTIES.
  13. Limitation of Liability
    NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR RELATED TO THESE BOUTIQUE TERMS INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, AND THE LIKE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION SHALL NOT APPLY TO EITHER PARTY'S (A) ABILITY TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF; (B) DAMAGES ARISING OUT OF A BREACH OF THE PRIVACY OBLIGATIONS UNDER SECTION 10; AND (C) AMOUNTS PAYABLE TO THIRD PARTIES ARISNG OUT OF INDEMNIFICATION OBLIGATIONS UNDER SECTION 12. YOU AGREE THAT PARTSRIVER'S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THE USE OF THE SITES OR THE SERVICE IS LIMITED TO THE FEES PAID TO PARTSRIVER BY SELLER FOR ITEMS SOLD THROUGH THE SERVICE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACTION GIVING RISE TO SUCH LIABILITY.
  14. Force Majeure
    We will not be liable for any delay or failure to perform any of our obligations under this SPA or the Terms of Use by reasons, events or other matters beyond our reasonable control.
  15. Notices
    Except as explicitly stated otherwise, legal notices shall be served on you at the email address you provide to PartsRiver during the registration process (in your case) or on PartsRiver via registered mail sent to:

    PartsRiver, Inc.
    PO Box 34630
    San Antonio, Texas 78265
    Attn: Matt Willcox

    Notice by email shall be deemed given 24 hours after the email is sent, unless PartsRiver is notified that the email address is invalid. Notice given by mail shall be deemed given three days after the date of mailing.
  16. No Agency
    No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by the SPA. PartsRiver is not your agent, fiduciary, trustee, or representative. Nothing expressed or mentioned in or implied from the SPA is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or with respect to the SPA. The SPA and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of PartsRiver, you, and relying Buyers or Sellers.
  17. Survival
    The following sections in this document will survive any termination of the SPA: 2 ("Our Role"), 3 ("Sales and Shipping Policies, Taxes, and Compensation"), 4 ("Customer Service"), 5 ("Seller Ratings"), 6 ("Reservation of Rights"), 7 ("Intellectual Property"), 8 ("Representations and Warranties"), 9 ("Privacy"), 10 ("Termination"), 11("Indemnity"), 12 ("No Warranties"), 13 ("Limitation of Liability"), and 16 ("No Agency").