The Service allows users to: (i) search for and locate replacement parts for vehicles, including approved alternate parts, approved pricing, and approved suppliers; and (ii) purchase such replacement parts directly from a variety of sellers through the Service (each a "Seller"). The Service provides a platform for you to negotiate and complete transactions with individual Sellers. PartsRiver is not a party to any transaction between you and a Seller, nor is PartsRiver your agent or the agent of any Seller. As a Buyer on the Service, you use the Service at your own risk.
The Service is currently only available for listing, sale, and shipment of items (i) originating from Seller addresses in the U.S. and shipped to a buyer address in the U.S.; (excluding Puerto Rico, the U.S. Virgin Islands, Guam; APO, FPO & P.O. Box addresses) and (ii) originating from Seller addresses in Canada and shipped to a buyer address in Canada. PartsRiver hopes to expand the geographic reach of its Service to other countries in the future.
BY INFORMING YOU OF, LISTING, OR PROVIDING ACCESS TO THIRD PARTY INFORMATION CONCERNING REPLACEMENT PARTS, WE DO NOT REPRESENT OR WARRANT THAT USE OF SUCH REPLACEMENT PARTS IS ADVISABLE OR WITHOUT RISK. IF PARTSRIVER EVER INFORMS YOU OF SPECIFIC RISKS ASSOCIATED WITH PARTICULAR REPLACEMENT PARTS, THIS DOES NOT CONSTITUTE A REPRESENTATION OR WARRANTY THAT THERE ARE NOT OTHER RISKS ASSOCIATED WITH THOSE REPLACEMENT PARTS. YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE FOR ANY DAMAGES OR LOSSES (INCLUDING BUT NOT LIMITED TO ANY PROPERTY DAMAGE, THEFT, PERSONAL INJURY, ILLNESS, OR DEATH) THAT MAY OCCUR DURING OR RESULT FROM THE PURCHASE AND USE OF ANY REPLACEMENT PARTS. YOU ARE IN THE BEST POSITION TO EVALUATE YOUR CURRENT NEEDS AND THE SUITABILITY OF A PARTICULAR REPLACEMENT PART FOR SUCH PURPOSE.
When using the Service, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time, including but not limited to the Policies and Procedures (collectively, the "Guidelines"). For example, in order to participate as a Seller of parts on the Service, you need to register and agree to the Seller Participation Agreement. All such Guidelines are hereby incorporated by reference into the Terms.
Some of our Sellers may require you to agree to additional terms applicable to the purchase of specific items from that particular Seller. In that event (i) those additional terms will be made available to you on or before the time of purchase; and (ii) shall apply to the purchase, return, and refund of those parts. For clarity, any additional terms provided by a Seller do not constitute Guidelines, are solely between you and such Seller, and are not intended to and do not otherwise amend, modify, or otherwise govern the contractual relationship between you and PartsRiver.
THE SERVICE IS NOT AVAILABLE TO PERSONS UNDER THE AGE OF 18 OR TO ANY USERS SUSPENDED OR REMOVED FROM THE SERVICE. BY USING THE SERVICE, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM 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 these Terms; and agree to be bound by these Terms on behalf of such Subscribing Organization. In such a case, references to "you" in these terms shall be construed to mean you, the Subscribing Organization, and any other individual that uses the Service on the Subscribing Organization's behalf.
Subject to your compliance with these Terms, PartsRiver grants you permission to access and use the Service at the level for which you have registered and have paid all applicable fees, if any, as set forth in these Terms.
In order to use certain features of the Service, you will need to register for an account. You agree that the information you provide to PartsRiver on registration and at all other times, including without limitation any necessary payment processing information, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up to date at all times. When you register, you will be asked to provide a password. You should keep your password confidential, as you (or your Subscribing Organization, as applicable) will be responsible for all activities that occur under your password. In the case of a Subscribing Organization, your password should only be shared with those employees of the Subscribing Organization that have a need to access and use the Service on the Subscribing Organization's behalf. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.
- Fees. Access to the Service, or to certain features of the Service (such as the PartsRiver Marketplace Premium service), may require you to pay fees. If you are purchasing parts on the Service, the fees paid by you for such parts shall include (i) the price of the part(s); (ii) taxes, if applicable; and (iii) delivery costs, if applicable. 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. All fees are in U.S. Dollars.
- No Refunds for Service Fees. No Refunds for Service Fees. All fees charged for access to the Service (or portions of the Service) are final and nonrefundable. Refunds for parts purchased through the Service shall be handled in accordance with our Return Policy in Section 6 and described in more detail in our Policies and Procedures.
- Method of Payment. PartsRiver accepts payments through payment methods detailed on the applicable payment screen, which may include PayPal and credit cards. Charges occur at the time of purchase or shortly thereafter; in the case of any applicable subscription fees, charges occur on the first day of the month for which the charge applies. PartsRiver does not accept payment forms other than those specified on the applicable payment screen. You agree to pay for services or parts that you purchase through the Service and you agree that we may charge your selected payment method for any such payments. If you pay any applicable fees with a credit card, PartsRiver may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
- Taxes. You are responsible for paying any governmental taxes imposed on your use of the Service, including, but not limited to, sales, use or value-added taxes. To the extent PartsRiver is obligated to collect such taxes, the applicable tax will be added to your billing account. PartsRiver currently collects taxes for orders (i) originating from or being delivered to addresses in states in which PartsRiver currently does business unless you are exempt from any applicable taxes, as determined by PartsRiver based on the information provided to PartsRiver by you (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.
- Disputed Charges. YOU AGREE TO SUBMIT ANY DISPUTES REGARDING ANY CHARGE TO YOUR ACCOUNT IN WRITING TO PARTSRIVER WITHIN THIRTY (30) DAYS OF SUCH CHARGE, OTHERWISE SUCH DISPUTE WILL BE WAIVED AND SUCH CHARGE WILL BE FINAL AND NOT SUBJECT TO CHALLENGE.
Your satisfaction with your purchases through the Service is very important to PartsRiver, and we want all Sellers to ensure that the condition of parts listed on the Service is as described in their listings. If you are not satisfied that your part is as described, please visit our Returns Policy for important instructions. Shipping fees on any returns are nonrefundable. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AGREE THAT A REFUND WILL BE YOUR SOLE AND EXCLUSIVE REMEDY FROM PARTSRIVER FOR ANY PART PURCHASED THROUGH THE SERVICE YOU RECEIVE THAT IS NOT AS DESCRIBED ON THE SITES, AS PROVIDED IN OUR RETURNS POLICY, AND YOU WAIVE ALL OTHER REMEDIES OR ACTIONS IN SUCH EVENT. Without limiting the foregoing, we reserve the right to investigate and take appropriate action in connection with any suspected fraud or other misuse or abuse of our returns policy. Further, nothing in the foregoing is intended to waive or limit any rights or remedies you may have directly with the manufacturer or Seller of a part you purchase through the Service.
Occasionally, a part will be listed for sale on our Sites that has already been sold. This may be caused by both system and/or human delays in updating our databases after the part was sold. If you order such a part, your order will be canceled and PartsRiver and the Seller do not have an obligation to provide you with such part. PartsRiver shall use reasonable efforts to provide you of notice of such cancellation.
Although rare, it is possible that a part shipped from a Seller could get lost in transit. If a part is not received within thirty (30) days after the shipment date, please notify our Customer Service Department. Claims for lost orders must be submitted to PartsRiver customer service no later than ninety (90) days from the date your part was shipped.
- User Content Generally. User Content Generally. Certain features of the Service may permit users (including both buyers and Sellers on the Service) to post content, including messages to Sellers, reviews of parts or Sellers, photos, video, images, data, text, and other types of works related to the Service or parts listed on the Service (collectively, "User Content") and to publish User Content on the Service. You retain copyright and any other proprietary rights that you may hold in the User Content that you post to the Service.
- Limited License Grant to PartsRiver. By posting or publishing User Content, you grant PartsRiver a worldwide, non-exclusive, royalty-free right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify, and distribute your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed). Any such use of your User Content by PartsRiver may be without any compensation paid to you.
- User Content Representations and Warranties.You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting and publishing User Content, you affirm, represent, and warrant that:
- you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize PartsRiver and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section 9 and in the manner contemplated by PartsRiver and these Terms; and
- your User Content, and the use thereof as contemplated herein, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) slander, defame, or libel any third-party.
- User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. PartsRiver may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against PartsRiver with respect to User Content. We expressly disclaim any and all liability in connection with User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, PartsRiver does not permit copyright-infringing activities on the Service.
- DMCA Notification.We comply with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you have any complaints with respect to material posted on the Service, you may contact our Designated Agent at the following address:
Attention: DMCA Agent
PO Box 34630
San Antonio, TX 78265
Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of the material that you claim is infringing and where it is located on the Service;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
- a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
- Repeat Infringers. PartsRiver will promptly terminate without notice the accounts of users that are determined by PartsRiver to be "repeat infringers." A repeat infringer is a user who has been notified of infringing activity more than twice and/or has had User Content removed from the Service more than twice.
- Upload copyrighted material you do not own or have the legal right to distribute, display and otherwise make available to others, such as photos, music, TV shows, or movies;
- Access or attempt to access content or features of the Service for which you have not registered and/or paid the applicable fees;
- Rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer your access to the Service, or any of the permissions granted herein;
- Use the Service other than for personal or internal business use;
- Use the Service to copy, extract, summarize, distribute or otherwise use the Service and its databases, including any portion thereof, in any manner which competes with or substitutes for the Service and its databases.
- Use the Service on behalf of any third party (except your Subscribing Organization, if applicable) or in connection with any type of “service bureau” activity;
- Upload, post, or send to any other person pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, false, misleading, or otherwise inappropriate content;
- Make unsolicited offers, advertisements, proposals, or send junk mail to any person or entity;
- Impersonate another person or entity, or access another user’s account without that user’s permission;
- Share Service passwords with any third party or encourage any other user to do so (except as provided in Section 4);
- Misrepresent the source, identity, or content of information transmitted via the Service;
- Use the Service for any illegal, unethical, fraudulent, misleading, or objectionable purpose or in breach of any law, regulation, or agreement, including without limitation CAN-SPAM or other regulations regarding unsolicited email marketing.
- Access the Service from territories where its contents are illegal. The Service is designed for customers in the United States and Canada. Those who choose to access the Service from other locations do at their own initiative and are responsible for compliance with all local rules including, without limitation, rules about the internet, data, email, or privacy.
- Use the Service in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s use and enjoyment of the Service. You may not attempt to gain unauthorized access to the Service, or any part of it, other accounts, computer systems or networks connected to the Service, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service. You may not modify the Service in any manner or form, nor use modified versions of the Service.
- Use any robot, spider, scraper, or other automated means to access the Service for any purpose without our express written permission, or bypass our robot exclusion files or other measures we may use to prevent or restrict access to the Service. The Service may contain robot exclusion files.
- Terms. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. In the event that a change to these Terms materially modifies your rights or obligations, we will make reasonable efforts to notify you of such change. We may provide notice through a pop-up or banner within the Service, by sending an email to any address you may have used to register for an account, or through other mechanisms. Additionally, if the changed Terms materially modify your rights or obligations, we may require you to provide consent by accepting the changed Terms. If we require your acceptance of the changed Terms, changes are effective only after your acceptance. If you do not accept the changed Terms, we may terminate your access to and use of the Service. All other changes are effective upon publication of the changed Terms. Disputes arising under these Terms will be resolved in accordance with the Terms in effect at the time the dispute arose.
- Fees. Certain services and features of the Service may now or in the future have fees associated with them. Please see the terms associated with such products or services for more information. PartsRiver reserves the right to modify fees on a going-forward basis, including offering certain features to some or all users at discounted rates or free of charge, without liability to you.
You may provide PartsRiver with information and feedback regarding the features and performance of the Service, including reports of failures, errors, or other malfunctions you encounter in the Service along with any associated error messages (the "Feedback"). Feedback provided to PartsRiver may be used by PartsRiver to improve or enhance the Service or PartsRiver's products or services, and accordingly, you hereby grant PartsRiver a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify and otherwise exploit such Feedback without restriction.
The Service is owned and operated by PartsRiver Inc. The visual interfaces, graphics, design, compilation, information, computer code, products, software (including any downloadable software), services, and all other elements of the Service provided by PartsRiver ("Materials") are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and other relevant intellectual property and proprietary rights, and applicable laws. Except for any User Content, all Materials contained on the Service are the copyrighted property of PartsRiver or its subsidiaries or affiliated companies and/or third party licensors. All trademarks, service marks, and trade names are proprietary to PartsRiver or its affiliates and/or third party licensors. You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.
The Service may include links to other web sites or services, solely as a convenience to users ("Linked Sites"). PartsRiver does not endorse any such Linked Sites or the information, material, products or services contained on other Linked Sites or accessible through other Linked Sites. Furthermore, PartsRiver makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.
Your correspondence or business or other dealings with advertisers or other third parties, including other users, encountered on or through the Service is solely between you and such advertiser, user, or third party, as applicable, and PartsRiver does not endorse any advertisers, user, or third party referenced through the Service.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AGREE THAT PARTSRIVER WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH THIRD PARTY DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS OR THIRD PARTIES ON THE SERVICE.
- By PartsRiver. You agree that PartsRiver, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have with PartsRiver, or your permission to use the Service and remove and discard all or any part of your account or any content uploaded by you, at any time. PartsRiver may also in its sole discretion and at any time discontinue providing access to the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service or any account you may have or portion thereof may be affected without prior notice, and you agree that PartsRiver will not be liable to you or any third party for any such termination. PartsRiver does not permit copyright infringing activities on the Service and reserves the right to terminate access to the Service and remove all content submitted by any persons who are found to be repeat infringers. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies PartsRiver may have at law or in equity.
- By You. You may terminate your account, the Terms, and your right to use the Service at any time and for any reason or no reason, by contacting PartsRiver customer support at support@PartsRiver.com. Your only remedy with respect to any dissatisfaction with (i) the Service, (ii) any portion of the Terms, (iii) any policy or practice of PartsRiver in operating the Service, or (iv) any content or Materials transmitted through the Service, is to terminate these Terms and your account.
- Fees. Upon any such termination of your account, you will remain obligated to pay all outstanding fees and charges relating to your use of the Service before termination, including any outstanding subscription fees or fees owed for the purchase of items on the Service.
- Survival. Sections 5, 8, 9, 10, and 13 through 23 will survive any termination of these Terms.
YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION, THE TERM PARTSRIVER INCLUDES PARTSRIVER'S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, AFFILIATES, THIRD PARTY CONTENT PROVIDERS, MERCHANTS, SPONSORS, OR LICENSORS AND SUBCONTRACTORS.
THE SERVICE MAY PROVIDE INFORMATION REGARDING PARTS INCLUDING PARTS' PRICING, LOCATION, AND AVAILABILITY, AND ALLOW USERS TO DIRECTLY TRANSACT WITH SELLERS SELLING SUCH PARTS. PARTSRIVER PROVIDES PART INFORMATION FROM THIRD PARTIES AND PARTSRIVER DOES NOT VERIFY THE ACCURACY OF SUCH INFORMATION AS PROVIDED BY SUCH THIRD PARTIES, AND CANNOT ENSURE THAT PARTS INFORMATION IS COMPLETE, ACCURATE, UP TO DATE, OR OTHERWISE SAFE TO USE OR RELY ON.
BY USING THE SERVICE, YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITES AND THE SERVICE IS AT YOUR SOLE RISK. EXCEPT FOR THE RETURNS POLICY DESCRIBED ABOVE, THE SITES, THE SERVICE, AND ANY CONTENT OR PARTS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE ARE NOT RESPONSIBLE FOR CLAIMS BROUGHT BY THIRD PARTIES ARISING FROM YOUR USE OF SERVICE.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, PARTSRIVER HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PARTSRIVER DOES NOT WARRANT THE DATA, CONTENT, FEATURES, OR INFORMATION PROVIDED THROUGH THE RELEVANT SERVICE TO BE UNINTERRUPTED, ACCURATE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR EQUIPMENT, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR USE OF THE RELEVANT SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PARTSRIVER OR THROUGH THE SITES, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. NOTWITHSTANDING THE FOREGOING, THE MANUFACTURERS AND SELLERS OF PARTS OFFERED ON THE SERVICE MAY OFFER CERTAIN WARRANTIES ON PARTS YOU PURCHASE THROUGH THE SERVICE, AND NOTHING IN THE FOREGOING IS INTENDED TO LIMIT OR DISCLAIM ANY SUCH WARRANTY RIGHTS YOU MAY HAVE WITH THIRD PARTY SELLERS OR MANUFACTURERS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL PARTSRIVER OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OR RELATED TO THE SERVICE, INCLUDING THE OFFERING, PURCHASE, OR SALE OF PARTS ON THE SERVICE, DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE MATERIALS ON THE SERVICE, THE INACCURACY OR INCOMPLETENESS OF ANY INFORMATION PROVIDED BY OR THROUGH THE PARTSRIVER PARTS SEARCH, INCLUDING WHERE SUCH INFORMATION IS OUT OF DATE, PROVIDED IN ERROR BY PARTSRIVER, OR IS BASED ON INACCURATE OR INCOMPLETE INFORMATION PROVIDED BY A THIRD PARTY, OR ANY OTHER INTERACTIONS WITH PARTSRIVER, EVEN IF PARTSRIVER OR A PARTSRIVER AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL PARTSRIVER'S OR ITS AFFILIATES', CONTRACTORS', EMPLOYEES', AGENTS', OR THIRD PARTY PARTNERS' OR SUPPLIERS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE GREATER OF THE AMOUNT, IF ANY, YOU HAVE PAID PARTSRIVER FOR USE OF THE SERVICE AND FOR PRODUCTS YOU PURCHASED AS A RESULT OF THE USE IN QUESTION WITHIN THE PREVIOUS SIX (6) MONTHS FROM THE DATE OF YOUR CLAIM, OR $100 U.S. DOLLARS.
THESE LIMITATIONS WILL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY INTERACTION WITH, OR PRODUCTS OR SERVICES SOLD OR PROVIDED BY, OR INFORMATION POSTED OR PROVIDED BY, THIRD PARTIES OTHER THAN PARTSRIVER, EVEN IF ADVERTISED ON THE SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE SERVICE.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATION OF LIABILITY, SO SOME OR ALL OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
You agree to indemnify, defend, and hold PartsRiver, its affiliates, contractors, employees, agents and its affiliates, suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Service, your violation of these Terms or any law, or any breach of the representations, warranties, and covenants made by you in these Terms. PartsRiver reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify PartsRiver, and you agree to cooperate with PartsRiver's defense of these claims. PartsRiver will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
These Terms shall be governed by the laws of the State of Texas without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and PartsRiver agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Comal County, Texas for the purpose of litigating all such disputes. The U.N. Convention of Contracts for the International Sale of Goods is excluded from any interpretation of these Terms.
- Generally. In the interest of resolving disputes between you and PartsRiver in the most expedient and cost effective manner, you and PartsRiver agree that any and all disputes arising in connection with these Terms shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND PartsRiver ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
- Exceptions. Notwithstanding subsection a), we both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) to file suit in a court of law to address intellectual property infringement claims.
- Arbitrator. Any arbitration between you and PartsRiver will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting PartsRiver.
- Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). PartsRiver's address for Notice is: PartsRiver, Inc. PO Box 34630, San Antonio, TX, 78265, Attn: CEO. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or PartsRiver may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or PartsRiver shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, PartsRiver shall pay you (i) the amount awarded by the arbitrator, if any, (ii) the last written settlement amount offered by PartsRiver in settlement of the dispute prior to the arbitrator's award; or (iii) $1,000.00, whichever is greater.
- Fees. In the event that you commence arbitration in accordance with these Terms, PartsRiver may reimburse you for your payment of the filing fee, unless your claim is for greater than $10,000, in which case the payment of any fees shall be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in Comal County, Texas, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephonic hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse PartsRiver for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.
- No Class Actions. YOU AND PARTSRIVER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and PartsRiver agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
- Modifications. In the event that PartsRiver makes any future change to this arbitration provision (other than a change to PartsRiver's address for Notice), you may reject any such change by sending us written notice within 30 days of the change to PartsRiver's address for Notice, in which case your account with PartsRiver shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject shall survive.
- Enforceability. If Subsection f) is found to be unenforceable or if the entirety of this Section 22 is found to be unenforceable, then the entirety of this Section 22 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 21 shall govern any action arising out of or related to these Terms.
This is the entire agreement between you and PartsRiver relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms or Guidelines made by PartsRiver as set forth in Section 12.a) above. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision will be reformed to the minimum extent necessary to make it valid and enforceable, or, if not capable of reformation, will be deemed severable from these Terms, and will not affect the validity and enforceability of any remaining provisions. The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, including by operation of law or otherwise, but may be assigned by PartsRiver without restriction. You agree that no joint venture, partnership, employment, or agency relationship exists between you and PartsRiver as a result of these Terms or your use of the Service. The heading references herein are for convenience only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof. Failure by PartsRiver at any time to require performance of any provision of these Terms will in no manner affect PartsRiver's right at a later time to enforce the same.
The services hereunder are offered by:
PO Box 34630
San Antonio, TX 78265
If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.