Date of Last Revision: September 01, 2009.
Partswebsite.com (“we” or “our” or “Website”) is the owner and operator of this Website. This Website provides e-commerce storefront services (“the Services” or “Services) to an automobile dealership.
Dealers and Users:
The term “Dealers” as contained herein, refers to automobile dealerships that provide Partswebsite.com content to be displayed on our Website and to whom Partswebsite.com provides Services. Dealers may be required to agree to terms and conditions that are in addition to this Agreement. Where such additional terms and conditions are required then this Agreement will be incorporated by reference into the subsequent agreement. Where clauses between said agreements conflict, the subsequent agreement into which this Agreement is incorporated supersedes.
The term “Users” as contained herein, refers to the consuming public that accesses or uses our Website via the public Internet to purchase automobile parts from a Dealer. Users have no capability of directly adding content to our Website. The “User” designation also attaches to any party that gains access to our Website via our publicly available URLs and is a consumer of the information contained therein.
Partswebsite.com reserves the right to change or revise this Agreement at any time by posting a notification of changes on the registration page of our Website. No notification of such revisions will be made known by any other mechanism. Partswebsite.com will notify you of revision dates by posting the last revised date preceding the first paragraph of this Agreement. The revised Agreement will take effect immediately after it has been posted on our Website. Once you click on “I Agree” to accept this Agreement during the registration process, then an enforceable Agreement exists between you and Partswebsite.com. Your continued use of our Website after the posting of a modification notification and clicking “I Agree” will signify your acceptance of any such changes or revisions to this Agreement. If this Agreement changes in any material way with respect to terms and conditions that apply to a Dealer, then the Dealer will be notified to re-register on our Website and click on the “I Agree” button that corresponds to acceptance of the modifications. Otherwise no such re-registration will be required. During registration Partswebsite.com logs the last revised date of this Agreement with the other information provided by a User or Dealer. Partswebsite.com uses this mechanism to determine the version of this Agreement under which a User or Dealer registered. This is done so that the correct and accurate version of this Agreement, used during registration, can be produced should a dispute subsequently arise wherein a specific version of this Agreement becomes relevant.
You, as a Dealer, retain all ownership rights to content which you are a lawful owner or licensee of (“Dealer Content”) and which you make available on the Partswebsite.com Website via whatever mechanism that Partswebsite.com provides, excluding such items defined as Transmissions (see below) and subject to any other rights granted to Partswebsite.com under this Agreement. However, by submitting Dealer Content to Partswebsite.com, you grant Partswebsite.com a nonexclusive, worldwide, transferable and fully paid license to copy, crop, reproduce, reformat, translate, publicly display, excerpt (in whole or in part) and distribute your Dealer Content for any purpose, commercial or otherwise. In addition, the license you grant includes rights that allow Partswebsite.com to create derivative works, or incorporate your Dealer Content into other works, as Partswebsite.com sees fit. The license expires when we remove your Dealer Content from our Website. However, Partswebsite.com requires, and you acknowledge and agree, that Partswebsite.com may retain archived copies of such content.
Dealer represents, warrants, and guarantees that Dealer has the full right, ability, and authority to make available on Partswebsite.com’s Website, by whatever mechanism Partswebsite.com provides, your Dealer Content. Dealer further represents, warrants, and guarantees that by making available any Dealer Content on Partswebsite.com’s Website, Dealer is not violating any obligation owed by Dealer to any third party, including without limitation obligations of confidentiality, privacy, attribution or any intellectual property rights including, but not limited to, rights related to patent, trademark, copyright, or trade secrets.
Availability, Restrictions, and Licensing of Parts Databases:
Partswebsite.com makes available, and provides access to, various parts databases (“Databases”) to Users of this Website on behalf of a Dealer. Dealers and Users (collectively “you” or “your”) agree that you shall not, and shall not permit others, including but not limited to third parties, to directly or indirectly (i) alter or copy in any form or medium all or any part of the Databases, nor make such data part of any electronic retrieval system; (ii) create any derivative work from, or adaptation of, the Databases; (iii) use the Databases to facilitate the generation of collision repair estimates; (iv) lease, license, sell, or otherwise publish, communicate, distribute or display to third parties in any form or medium all or any part of the Databases, (v) create any publications, in electronic, printed or other format, based in whole or in part on data from the Databases, alone or in combination with any other data; (vi) download the Databases or transmit the Databases electronically by any means; (vii) remove any product identification, copyright, trademark or other notice from the Databases or any documentation related to the Databases; (viii) use any graphics contained in the Databases other than as specifically granted herein; or (ix) reverse engineer, reverse assemble, or reverse compile the Databases; (x) Partswebsite.com in its sole judgment shall be entitled to discontinue providing any proprietary data from the Databases in the event it is, for any reason, not available or in the event any OEM imposes commercially unreasonable fees or restrictions on use of such data.
You agree that the data in the Databases contains confidential information, and that Partswebsite.com and/or it licensors owns all rights in the Databases and the data contained therein, including without limitation all copyright and other proprietary rights. You agree to keep confidential and use your best efforts to prevent and protect the Databases from unauthorized disclosure or use. You agree that the confidentiality obligations shall survive termination of this Agreement.
Partswebsite.com hereby grants you a nontransferable, non-exclusive, limited license to access and use the Databases, including any updates provided by Partswebsite.com on a vehicle-by-vehicle look-up basis, for application reference only, in accordance with the terms and conditions of this Agreement.
Limited License to Information Other Than Databases:
All content on our Website, including designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement (the "Information"), are the proprietary property of Partswebsite.com, its Dealers or its licensors with all rights reserved. If you are in compliance with this Agreement, then you are granted a limited license to use and access our Website and the Information, and to download and print a copy of any portion of the Information for non-commercial use, provided that you keep all copyright or other proprietary notices intact.
As pertaining to all the Information, except for Dealer Content in as much as you are the Dealer to whom Partswebsite.com is providing its Services via this Website, you may not make available, in any form and by any mechanism, said Information on any public or private website or incorporate the Information in any other database or compilation. Any use of the Information, other than as set forth herein, is strictly prohibited. This limited license allows you to use the Information only for lawful uses in accordance with the foregoing and does not allow you to sell the Information, use the Information for commercial use, or use any type of data mining, robots, or similar data gathering or extraction methods on our Website.
Absent prior written consent from Partswebsite.com, you may not copy or imitate any elements of our Website, including but not limited to, graphics, digital images, logos, sounds, images, and buttons protected by trade dress and other laws. Absent prior written consent from Partswebsite.com, you may not use framing, metatags, or hidden text techniques in association with the Partswebsite.com logo, trademark or other copyrighted or proprietary information. Unless expressly stated in this Agreement, nothing herein shall be construed as conferring any license to intellectual property rights, in any form and by any mechanism. The Partswebsite.com limited license is revocable at any time without notice, with or without cause.
Partswebsite.com grants you only RESTRICTED RIGHTS regarding use of the Information and Databases our Website. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions set forth in subparagraph (c)(1) (ii) of The Rights in Technical Data and Commercial Computer Software clause at DFARS 252.227-7013, or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. The contractor/manufacturer is Partswebsite.com, PO Box 337, Fruitland Park, FL 34731.
By using our Website, you thereby assign all right, title, and interest, including the copyright therein, in all Transmissions, to Partswebsite.com. Accordingly, Partswebsite.com shall own all intellectual property rights in the Transmissions and shall be entitled to unrestricted use of the Transmissions for any purpose, commercial or otherwise, without acknowledgment, compensation, or liability to you. By submitting such Transmissions to our Website, you irrevocably waive all "moral rights" in such Transmissions.
You agree to defend, indemnify, and hold Partswebsite.com, its parents, subsidiaries, affiliates, officers and employees, its suppliers and their respective affiliates and agents harmless from all claims, liabilities, damages, and expenses (including attorneys' fees and expenses) arising out of or relating to your use of our Website, including but not limited to: (1) your submission to our Website of any Transmission; (2) your alleged breach of this Agreement; or (3) your infringement of any intellectual property or other right of any person or entity.
Limitations of Liability:
IN NO EVENT SHALL PARTSWEBSITE.COM BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM YOUR USE OR INABILITY TO USE OUR WEBSITE; OR FOR THE LOSS OF PROFITS OR DAMAGES THAT MAY RESULT FROM THEFT, DELAYS, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, VIRUSES, FAILURE OF PERFORMANCE, DESTRUCTION OR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, PROFITS, DATA OR OTHER INTANGIBLES WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE); OR OTHERWISE, EVEN IF PARTSWEBSITE.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN SUCH CASES, THE ABOVE LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. TO THAT EXTENT, PARTSWEBSITE.COM ‘S TOTAL LIABILITY TO YOU FOR ALL LOSSES, DAMAGES, AND CAUSES OF ACTION SHALL NOT BE GREATER THAN THE TOTALITY OF PAYMENTS MADE BY YOU TO PARTSWEBSITE.COM IN EXCHANGE FOR PARTSWEBSITE.COM’S SERVICES OR FOR PARTSWEBSITE.COM ALLOWING YOU TO ACCESS AND USE OUR WEBSITE DURING THE PRECEDING THREE MONTH PERIOD PRIOR TO YOU FILING AN INITIAL CAUSE OF ACTION.
YOU ACKNOWLEDGE THAT OUR WEBSITE, AND THE DATABASES AND INFORMATION THEREIN, ARE PROVIDED ON AN "AS IS" BASIS AND THAT PARTSWEBSITE.COM MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING OUR WEBSITE, DATABASES OR THE INFORMATION. PARTSWEBSITE.COM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BY USING, OR ATTEMPTING TO USE, OUR WEBSITE, YOU EXPRESSLY ACKNOWLEDGE THE FOLLOWING: (1) THE INFORMATION OR DATABASES COULD INCLUDE TECHNICAL INACCURACIES AND/OR TYPOGRAPHICAL ERRORS; (2) PARTSWEBSITE.COM DOES NOT REPRESENT OR WARRANT THE TIMELINESS, RELIABILITY, COMPLETENESS, OR ACCURACY OF THE INFORMATION OR DATABASES; AND (3) PARTSWEBSITE.COM DOES NOT REPRESENT OR WARRANT THAT THIS WEBSITE OR ANY RELATED SERVERS ARE FREE OF ERRORS OR VIRUSES OR OTHER POTENTIALLY DAMAGING CONTENT.
PARTSWEBSITE.COM MAY PERIODICALLY CHANGE ANY CONTENT / INFORMATION OR DATABASE ON OUR WEBSITE. PARTSWEBSITE.COM RESERVES THE RIGHT TO IMPLEMENT SUCH CHANGES AT ANY TIME WITHOUT NOTICE TO YOU, OTHER THAN THAT WHICH IS SET FORTH IN THIS AGREEMENT. UNLESS SPECIFICALLY INDICATED IN WRITING TO THE CONTRARY, NO REFERENCE ON OUR WEBSITE TO ANY PRODUCTS, SERVICES, PROCESSES, OR OTHER INFORMATION BY TRADE NAME, TRADEMARK, MANUFACTURER, SUPPLIER, OR OTHERWISE, SHALL CONSTITUTE OR IMPLY PARTSWEBSITE.COM’S ENDORSEMENT OR SPONSORSHIP THEREOF.
Our Website includes hypertext links to other websites over which Partswebsite.com has no control. Partswebsite.com makes no representations of any kind regarding the content on such websites or the content on any website linked to such websites or to any changes or modifications made thereto. You hereby acknowledge that by using any such hypertext links, you irrevocably waive any and all claims against Partswebsite.com regarding such websites and must adhere to the usage and privacy policies governing such sites. Partswebsite.com’s usage of links does not imply our endorsement, or sponsorship, of any such websites.
Partswebsite.com respects the intellectual property rights of others and requires Partswebsite.com’s Dealers to do likewise. Therefore, Partswebsite.com prohibits its Dealers from making available, in whatever form and by whatever mechanism, content on our Website that infringes upon any party’s intellectual property rights. Partswebsite.com has the right to terminate the display of any infringing Dealer Content and will take steps to do so immediately upon proper notification and in compliance with applicable law.
Specifically, Partswebsite.com will strictly comply with the requirements of the Digital Millennium Copyright Act, Title 17, United States Code Section 512(c)(2) (“DMCA”). If you believe your copyright has been violated by any content on this Website then you may send a written notification of such infringement to our Designated Agent as set forth below.
Copyright Infringement Notification:
Partswebsite.com has designated an agent to the U.S. Copyright Office to receive notifications of alleged copyright infringement relating to our Website. You must submit all such notifications, in a manner consistent with the DMCA, to Partswebsite.com’s Designated Agent. Likewise, if you believe that your copyrighted content has been erroneously removed from our Website, you must send a counter notification to Partswebsite.com’s Designated Agent in a similar DMCA compliant manner.
Send all DMCA compliant notifications to:
Website Content Provider: Partswebsite.com
Designated Agent: Keith Watts, President
Address: PO Box 337, Fruitland Park, FL 34731
All trademarks used on our Website are the property of their respective owners and may not be used without permission therefrom. Whether or not specifically designated as such, Partswebsite.com, and all other colors, graphics, logos, sounds, images, icons and buttons displayed on our Website are trademarks of Partswebsite.com and/or its affiliates or Dealers. Absent prior written consent from Partswebsite.com, you may not copy, imitate, or use any portion of these marks.
Partswebsite.com does not knowingly collect personally identifiable information (or information of any other kind) directly from anyone under the age of 13, with or without parental consent. If you have a good faith belief that Partswebsite.com has inadvertently collected such information, please contact Partswebsite.com at email@example.com. Partswebsite.com will take immediate steps to remove such information from our Website, databases and any other data stores under Partswebsite.com’s control.
You acknowledge that you are solely responsible for all of your activities in relationship to our Website, including the contents of all Transmissions and the consequences thereof. You agree to indemnify, defend, and hold Partswebsite.com harmless from any liability arising from your use of our Website. While Partswebsite.com respects your privacy, your hereby acknowledge that this Agreement creates no reasonable expectation of privacy in any Transmissions. Partswebsite.com may, but is under no obligation to, use blocking and/or filtering software and other monitoring devices to prevent the dissemination of unsolicited electronic communications (SPAM). You may not use our Website in association with such SPAM, any computer viruses, or any other potentially damaging computer code. Partswebsite.com will prosecute violations to the fullest extent allowed by law and reserves the right to take additional action regarding any such activity or conduct. Such additional action may include recovery of costs and expenses associated with identifying offenders and preventing their access to our Website as well as loss of profits, damages, court costs, and attorney fees associated with the repair of any damaged property.
Any claim or controversy arising among or between the parties hereto pertaining to our Website, or any claim or controversy arising out of, or with respect to, any matter contained in this Agreement, or in any subsequent agreement into which this Agreement is incorporated, or any differences as to the interpretation or performance of any of the provisions of this Agreement or subsequent agreement, other than those wherein either party has infringed or threatened to infringe the other party’s intellectual property rights, shall be settled by arbitration in the State of Florida, and such arbitration shall be before three arbitrators of the American Arbitration Association (the “AAA”) under its then prevailing rules.
Intellectual property rights, as defined herein, include patent, copyright, trademark or trade secrets. You and Partswebsite.com jointly acknowledge that arbitration is not an adequate remedy at law for actual or threatened infringement of either party’s intellectual property rights or wherein the claim or controversy arises out of your violation of Partswebsite.com’s Dealer Content restrictions. If either of the aforementioned potentialities occurs then it is agreed that injunctive relief or other appropriate relief may be sought.
In any arbitration involving this Agreement, or in any subsequent agreement into which this Agreement is incorporated, the arbitrators shall not make any award which will alter, change, cancel or rescind any provision of this Agreement or subsequent agreement, and their award shall be consistent with the provisions of this Agreement or subsequent agreement. Any such arbitration must be commenced no later than three (3) years from the date such claim or controversy arose, or such claim shall be deemed to have been waived. The award of the arbitrators shall be final and binding and judgment may be entered thereon in any court of competent jurisdiction.
Either you or Partswebsite.com may terminate this Agreement at any time. You may terminate this Agreement by destroying all materials obtained from our Website. Partswebsite.com may terminate this Agreement immediately, without notice for any reason, or no reason, and reserves the right to block or prevent your future access to our Website. Should Partswebsite.com decide to terminate this Agreement it will delete any Dealer Content you have submitted to our Website. Where Dealers have entered into an additional agreement with Partswebsite.com, that agreement’s termination clause is controlling.
Definitions and Constructions:
Unless otherwise specified, the terms "includes", "including", "e.g.,", "for example", and other similar terms are deemed to include the term "without limitation" immediately thereafter.