Welcome to JustParts.com's (“JustParts”) online marketplace (the
"Site"). Any person who wishes to access the Site to buy or sell
goods or to use the other services provided on the Site (collectively, the
"Services") must accept the terms and conditions of this User
Agreement, without change. PLEASE REVIEW THE FOLLOWING TERMS OF SERVICE
CAREFULLY BEFORE USING THE SITE. BY REGISTERING FOR AND USING THE SERVICES, YOU
AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL
POLICIES AND GUIDELINES INCORPORATED BY REFERENCE.
1. Eligibility. Use of the Site and the
Services is limited to parties that lawfully can enter into and form contracts
under applicable law. Without limiting the generality of the foregoing, minors
may not use the Services. Every person who uses the Services hereby represents
to JustParts that he or she is not a minor, is at least over the age of
eighteen (18) and may otherwise enter into and form binding contracts under
applicable law. Further, every person who uses the Site represents that they
are the person authorized to access and use the Site by JustParts under the
applicable login identification information and/or registration information or
otherwise. To register, you must provide your real name, address, phone number
and e-mail address, along with other information that may be required from time
to time.
2. Validation of
Identity.
You agree that JustParts shall be entitled to verify and validate your identity
through the use of your credit card information supplied by you upon
registration for an account, and hereby authorize JustParts to contact such
other third parties as is necessary to verify your identity through such credit
card information supplied by you. JustParts shall not charge any sums to your
credit card without prior consent being obtained by you in accordance with the
terms of the User Agreement and Credit Card Usage Agreement.
3. Electronic
Signature. You approve of the
collective use of your User ID and password by JustParts Online Incorporated as
an electronic signature, a competent substitute to your handwritten signature
as proved under applicable law. All instructions given, agreements made, or
other acts taken under your User ID and password shall be given, made or taken,
as the case may be and shall have the same legal effect, as if made or done in
writing and signed by you.
4. Applicable
Policies and Guidelines. You agree to abide by the procedures and guidelines for
conducting and participating in transactions and/or using the Services on the
Site, which may be posted and amended from time to time. These policies,
procedures and guidelines may be changed by JustParts in the future, and will
be effective immediately upon posting, without notice to you. You should
regularly refer to the Help Pages or User Agreement Pages to understand the
current procedures and guidelines related to the Site.
5. JustParts
Reservation of Rights. JustParts retains the right, but does not have the obligation,
to immediately halt any product sale or purchase, or to cease any Services or
access to the Site, to prevent or restrict access to the Site or the Services
or take any other action in case of technical problems, objectionable material,
inaccurate listings, inappropriately categorized items, sale inaccuracies,
product inaccuracies, unlawful items, items, procedures, or actions otherwise
prohibited by the procedures and guidelines contained on the Site, or for any
other reason in the sole and absolute discretion of JustParts, and to correct
any inaccurate listing, auction inaccuracies, product inaccuracies,
inappropriately categorized items or technical problems on the Site.
6. Your Transactions
and Obligations. Sellers and buyers create binding obligations when either
selling or buying goods through this Site with the other party to the
transaction. By entering into this Agreement and entering into a commitment to
either buy or sell any particular item, you agree to complete the transaction
as described by this Agreement. You acknowledge that by not fulfilling these
obligations, your action or inaction may be legally actionable.
You may also be subject to any applicable goods and services taxes, sales
taxes, or other commodity taxes based upon your residency. You also agree that
JustParts is not obligated to enforce compliance or the completion of the
transaction entered into by any persons using the Site, or to determine whether
sales taxes, good and service taxes or other consumption taxes apply. JustParts
is not responsible to collect, remit or report any sales taxes, good and
service taxes or consumption taxes arising from any transaction.
7. Password
Security.Your password may be used only by you to access the Site, use
the Services, electronically sign your transactions and review your completed
transactions. You are solely responsible for maintaining the security of your
password. You may not disclose your password to any third party and are solely
responsible for any use of or action taken under your password on this Site. If
your password is compromised you must change your password.
8. Access and
Interference. The Site contains robot exclusion headers. Much of the
information on the Site is updated on a real time basis and is proprietary of
or is licensed to JustParts. You agree that you will not use any robot, spider,
scraper or other automated means to access the Site for any purpose.
Additionally, you agree that you will not: (a) take any action that imposes, or
may impose in our sole discretion an unreasonable or disproportionately large
load on our infrastructure; (b) copy, reproduce, modify, create derivative
works from, distribute or publicly display any content (except as otherwise
provided herein); (c) interfere or attempt to interfere with the proper working
of the Site or any activities conducted on the Site; or (d) bypass our robot
exclusion headers or other measures we may use to prevent or restrict access to
the Site.
9. Illegal Activity
o Compliance with Laws;
Fraud.
The Site and Services only may be used for lawful purposes and in a lawful
manner. You agree to comply with all applicable laws, statutes and regulations
regarding use of the Services, including in regard to selling and purchasing
items. You may not register under a false name or use an invalid or
unauthorized credit card. You may not make offers or enter into any agreement
under a false name, impersonate any participant, or use another participant's
password(s). Such fraudulent conduct is a violation of federal, provincial and
state laws, as the case may be. Fraudulent conduct may be reported to law
enforcement, and JustParts will cooperate to ensure that violators are
prosecuted to the fullest extent of the law.
10. Breach of
Agreement. Without limiting other remedies, JustParts may immediately
issue a warning, temporarily suspend, indefinitely suspend or terminate your
access to the Site and refuse to provide our services to you: (a) if you breach
this Agreement or the documents it incorporates by reference; (b) if JustParts
believes that your actions may cause legal liability for you, other JustParts
users or JustParts.
11. Privacy,
Monitoring and Disclosure.
o JustParts is committed
to protecting your privacy. Except as authorized herein and unless otherwise authorized or
consented, you agree not to use any information regarding other participants
which is accessible from the Site or disclosed to you by JustParts except to
enter into and complete transactions. You agree not to use any such information
for purposes of solicitation, advertising, unsolicited e-mail or spamming, harassment,
invasion of privacy, otherwise objectionable conduct or otherwise inconsistent
with our privacy policy.
o Investigation. As permitted by
applicable law and consistent with our privacy policy, JustParts has the right,
but not the obligation, to monitor any activity and content associated with
this Site. JustParts may investigate any reported violation of its policies or
complaints and take any action that it deems appropriate. Such action may
include, but is not limited to, issuing warnings, suspension or termination of
service, denying access and/or removal of any materials on the Site, including
listings and bids. JustParts reserves the right and has absolute discretion, to
remove, screen or edit any content that violates these provisions or is otherwise
objectionable.
o Disclosure of
Information. As permitted by applicable law, JustParts also reserves the
right to report any activity that it suspects violates any law or regulation to
appropriate law enforcement officials, regulators, or other third parties. In
order to cooperate with information requests, to protect JustParts' systems and
customers, to allow users to resolve disputes, or to ensure the integrity and
operation of JustPart's business and systems or other purposes deemed
reasonable by JustParts, JustParts may access and disclose any information it
considers necessary or appropriate, including, without limitation, user contact
details, IP addressing and traffic information, usage history and posted
content.
12. No Warranties. THE SITE AND THE SERVICES
ARE PROVIDED ON AN "AS IS" BASIS. CUSTOMER'S USE OF AND RELIANCE
THEREON ARE AT CUSTOMER'S OWN AND SOLE RISK. JUSTPARTS MAKES NO OTHER
REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION:
o THE IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
NON-INFRINGEMENT;
o THAT THE SITE OR THE
SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE,
UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR;
o THE INFORMATION,
CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY
SELLERS, AVAILABLE FOR SALE AT THE TIME OF OFFER, LAWFUL TO SELL, OR THAT
CERTIFIED MERCHANTS WILL PERFORM AS PROMISED;
o ANY IMPLIED WARRANTY
ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND
o ANY OBLIGATION,
LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE
NEGLIGENCE OF JUSTPARTS.
13. TO THE FULL EXTENT
PERMISSIBLE UNDER APPLICABLE LAW, JUSTPARTS DISCLAIMS ANY AND ALL SUCH
WARRANTIES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, WHICH YOU OBTAIN
FROM JUSTPARTS OR THROUGH THE USE OF SERVICES SHALL CREATE ANY WARRANTY NOT
EXPRESSLY STATED IN THIS AGREEMENT.
14. General Release. BECAUSE JUSTPARTS IS
NOT THE SELLER IN TRANSACTIONS BETWEEN BUYERS AND SELLERS USING THE SITE, IF A
DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE JUSTPARTS
(AND ITS AFFILIATES, AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, ACTIONS,
CAUSES OF ACTION, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND
NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND
UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU
ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR." YOU, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVE ANY
RIGHTS YOU MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUES OR COMMON
LAW PRINCIPLES OF SIMILAR EFFECT. YOU ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS
AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT, AND THAT WITHOUT SUCH WAIVER,
THIS AGREEMENT WOULD NOT HAVE BEEN ENTERED INTO BY JUSTPARTS.
15. Limitation of
Liability. JUSTPARTS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND
INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE
AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES OR THOSE RESULTING
FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR
TRANSACTIONS ENTERED INTO THROUGH THE SERVICES WHETHER SUCH DAMAGES ARISE UNDER
THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
16. Indemnity. YOU AGREE TO DEFEND,
INDEMNIFY AND HOLD JUSTPARTS AND OUR SUBSIDIARIES, PARENTS, AFFILIATES,
OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND
ALL CLAIMS, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING BUT NOT LIMITED
TO ATTORNEYS' FEES) ARISING FROM OR IN CONNECTION WITH (A) YOUR BREACH OF THIS
AGREEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE; (B) YOUR VIOLATION
OF ANY FEDERAL, PROVINCIAL, STATE, FOREIGN OR INTERNATIONAL LAWS, CODES OR
REGULATIONS; AND/OR (C) YOUR VIOLATION OF ANY THIRD PARTY'S RIGHTS, INCLUDING,
BUT NOT LIMITED TO, INFRINGEMENT OF ANY COPYRIGHT, VIOLATION OF ANY PROPRIETARY
RIGHT AND INVASION OF ANY PRIVACY RIGHTS. THIS OBLIGATION WILL SURVIVE THE
TERMINATION OF THIS AGREEMENT.
17. Applicable Law. The laws of the Province of Ontario and the laws of Canada applicable therein govern this Agreement and all of
its terms and conditions, without giving effect to any principles of conflicts
of laws.
18. Arbitration. YOU AGREE THAT ANY
CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR OUR
SERVICES SHALL BE SETTLED BY BINDING ARBITRATION IN ACCORDANCE WITH THE
ARBITRATIONS ACT, 1991 OF ONTARIO. ANY SUCH CONTROVERSY OR CLAIM SHALL BE
ARBITRATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED IN ANY
ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. THE ARBITRATION
SHALL BE CONDUCTED IN THUNDER BAY, ONTARIO, AND JUDGMENT ON THE ARBITRATION
AWARD MAY BE ENTERED INTO ANY COURT HAVING JURISDICTION THEREOF. EITHER YOU OR
JUSTPARTS MAY SEEK ANY INTERIM OR PRELIMINARY RELIEF FROM A COURT OF COMPETENT
JURISDICTION IN THUNDER BAY, ONTARIO, IF NECESSARY TO PROTECT THE RIGHTS OR PROPERTY
OF YOU OR JUSTPARTS PENDING THE COMPLETION OF ARBITRATION AND YOU HEREBY
IRREVOCABLY AND UNCONDITIONALLY CONSENT AND SUBMIT TO THE EXCLUSIVE
JURISDICTION OF SUCH COURTS OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
THESE TERMS AND CONDITIONS.
19. Licenses. JustParts grants a
limited license to each participant to make personal use only of the Site and
the Services in accordance with this Agreement. This license expressly
excludes, without limitation, any reproduction, duplication, sale, resale or other
commercial use of the Site and the Services (other than the buying and selling
of items in accordance with this Agreement), making any derivative of the Site
or the Services, the collection and use of participant e-mail addresses or
other participant information, ratings or listings, or any data extraction or
data mining whatsoever.
20. Termination. JustParts, in its sole
discretion, may terminate or modify this Agreement, access to the Site or the
Services, or any current transaction immediately without notice for any reason.
21. General Provision
o Entire Agreement. This Agreement and the
general terms, conditions set forth on the Site constitute the entire agreement
of the parties with respect to the subject matter hereof and supersedes and
cancels all prior and contemporaneous agreements, claims, representations and
understandings of the parties in connection with the subject matter hereof.
o No Agency; Third-Party
Beneficiary. JustParts is not the agent, fiduciary, trustee or other
representative of you. Nothing expressed or mentioned in or implied from this
Agreement 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 in
respect to this Agreement. This Agreement and all of the representations,
warranties, covenants, conditions and provisions hereof are intended to be and
are for the sole and exclusive benefit of JustParts and you.
o Severability. If any provision of
this Agreement shall be deemed unlawful, void, or for any reason unenforceable,
then that provision shall be deemed severable from these terms and conditions
and shall not affect the validity and enforceability of any remaining
provisions.
o No Waiver. JustParts’ failure to
enforce the strict performance of any provision of this Agreement will not
constitute a waiver of JustParts' right to subsequently enforce such provision
or any other provisions of this Agreement.