JustParts Merchant Agreement
Version: November 17, 2011
1. Overview

This is a legal agreement entered into between you and Just Parts Online Inc. (“JustParts”) for your participation in the JustParts Merchant Services Program (the “Merchant Program”). By completing and submitting your merchant registration or otherwise participating in our Merchant Program you are enrolling as a “Merchant” and agree to be bound by the terms and conditions set forth in this JustParts Merchant User Agreement (the “Agreement”) without change and all policies and guidelines incorporated by reference. If you do not accept these terms, you are not authorized to participate in our Merchant Program. Please review the following agreement carefully before participating in our Merchant Program. JustParts includes all the features and services we make available through www.JustParts.com and all other websites we operate or provide marketplace and comparison shopping content to, email newsletters and other email, or other media or services we offer to consumers from time to time (collectively the "Site"). The Site provides users with an online shopping search engine to assist users in finding products available by Sellers and Merchants, allows users to compare prices and product information, allows users to purchase items from Sellers and link to Merchant websites and offers other services to consumers from time to time (the “Services”). Users of the Site will search for products and the Site will present the users with Seller and Merchant listing advertisements (the “Listings”) whereby the Merchant Listings contain links to Merchant websites (“the Links"). For the purposes of this Agreement, "Users" mean any natural person, corporation, partnership, limited liability company or other entity that visits the Site or your website. “Your Website” means any point of presence indicated by a URL in your Content maintained on the Internet or on any other public data network.

2. Registration and Representation

To participate in our Merchant Program you are required to register with the Site and set up and maintain a Merchant Account. The registration process requires certain personal information, including without limitation, your name, business name, address, phone number, website URL and email address, along with other information that may be required from time to time. You agree (a) to provide true, accurate, current and complete information about yourself and your business as requested by JustParts and/or by the registration forms; (b) to maintain and promptly update your account information to keep it true, accurate, current and complete; (c) you will not misrepresent yourself as JustParts employees or as other Merchants or Sellers or access an account belonging to another Merchant or Seller; (d) you will not publish your contact information or that of other Merchants or Sellers in an online public area; (e) you will not create more than one Merchant Account; (f) if we disable your Merchant Account, you will not create another one without our permission; and (g) you will not transfer your account to anyone without JustParts’ written permission. If you provide any false, inaccurate, out-dated or incomplete contact information, JustParts has the right to suspend or terminate your JustParts Account (including your User, Seller and/or Merchant account as the case may be), limit your account privileges, cancel all of your Listings, and refuse any and all current or future use of any of the Services. If you believe a Merchant is using false contact information, please report it using the support link at the bottom of this page.

3. Content

Your Listings may include various Content (the “Content”) including without limitation, text, graphics, images, illustrations, files, logos, trademarks, descriptions, URLs, product information, availability and price, specifications, reviews, and other Content in accordance with this Agreement. For greater clarity, Listings and Content may be used interchangeably throughout this Agreement to mean the same. You may submit Content to JustParts through FTP (File Transfer Protocol), Site tools, or by other methods acceptable to JustParts, which shall contain all pertinent Content for all products you include, or shall include, on the Site. You agree that (a) neither the Content you submit to JustParts nor the Content listed on your Website will not violate any federal, provincial, state and/or local law or regulation; (b) all of your Content will be accurate and will not be false, misleading, defamatory or libellous in any way; (c) you will not infringe in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (d) your business validly exists and is in good standing; (e) any Content you submit to JustParts and any of your actions must comply with the terms set forth in this Agreement; (f) any Content you submit to JustParts may be added to, and used as part of the JustParts product catalogue database during and after the term of the Agreement; (g) all of your Content shall be owned by JustParts; and (h) some or all of your Content may unintentionally be omitted or incorrectly displayed on the Site.

JustParts, in its sole discretion and without any prior notification to you or opportunity for you to cure any of the foregoing, may refuse, edit, or remove any Listing or Content and/or suspend or terminate your Merchant account if (a) you violate our Agreement or any federal, provincial, state and/or local law or regulation; (b) we believe your Content or your actions may cause problems or legal liability for you, other JustParts users or JustParts; (c) you violate the letter or spirit of these terms; (d) we receive complaints from users regarding your business conduct; and/or (e) for any other lawful reason. Except as may be required by law, JustParts has no obligations to monitor, refuse, edit or remove any Listing for violation of these terms or other reasons. In the event of such removal of your Content from the Site, JustParts in its sole and absolute discretion shall be entitled to indicate on the Site that you and your Content have been removed from the Site.

4. License

You grant JustParts a royalty-free, non-transferrable, irrevocable, sub-licensable, worldwide right and license, to (a) use, organize, compile, display, reproduce, edit, transmit, and distribute any Content you provide to JustParts under this Agreement; and (b) use, reproduce, organize and display your trademarks, logos, slogans, trade names and service marks on the Site and in promotional and marketing materials (unless otherwise specified herein), electronic and printed advertising, publicity, press releases, newsletters and mailings and other materials we may use from time to time.

5. Merchant Obligations

You agree to follow all the terms of this Agreement, policies and guidelines incorporated by reference, as may be updated from time-to-time. You acknowledge and agree that, (a) we make no representations regarding the rank, location and prominence of any Listing and/or Content and have the sole right to determine whether and where a Listing or Content will be displayed in response to a given search within the Site; (b) you will submit Content in a manner that complies with the current specifications, policies and requirements provided by JustParts; (c) Content you submit to JustParts including pricing and product availability shall be accurate and truthful and will not be deceptive, misleading or faulty in any aspect and not of quality and nature not consistent with JustParts’ standards, or is otherwise deemed by JustParts in its sole and absolute discretion, to be inappropriate for display on the Site; (d) any erroneous pricing, product information or Content shall be corrected immediately by you upon receipt of notice of such error; (e) you will provide JustParts with updated Content at least once a week, or more frequently as requested by JustParts; (f) each of your Listings will reflect products and services that you are able and willing to offer users; (g) you are obligated to extend to users that click to your Website the lowest price you offer on the Internet for its products listed on the Site, and in no event shall the price exceed the price that is then listed on the Site; (h) you shall at all times be responsible for offering, selling and processing orders for products from prospective customers referred to your Website from the Site including, without limitation, taking orders, fulfillment of orders, shipping, invoicing, product returns, replacement of products, customer service and payment of any and all taxes and other government charges; (i) you will strip your logo, name or URL from any product description, picture, title or any part of the Content prior to submission to JustParts; (j) you will exclude all rebates, promotions, coupons, bundle discounts or similar discounts when calculating product prices that are provided in the Content; (k) you will not circumvent the billing system; (l) you will pay for all fees you incur using the Site and Services; (m) at no charge to JustParts, you allow JustParts to place a frame around your Website, which may include a link to your Website, and/or other content provided by JustParts; and (n) you shall at all times ensure that your Website permits navigation back to the Site via use of the "back" button on an Internet browser (or any other similar return mechanism) without interrupting the return process through use of any intermediate screen or similar device not specifically requested by a User.

6. Fees and Payments

MERCHANT ACCOUNT: A "Merchant Account" is an account that is set up by you, or by JustParts on behalf of you, containing funds available for amounts owed by you to JustParts to pay for the Merchant Program Service fees (the “Fees”) and other payments. Within one day of enrolling in the Merchant Program and setting up a Merchant Account, you shall deposit therein the minimum amount of no less than $25. You understand and agree that any amounts you deposit into your Merchant Account shall be non-refundable. You shall deposit funds into your Merchant Account and pay JustParts by credit card or charge card. In some cases, you may be approved by JustParts for “invoice” payment. This decision is in JustParts’ sole and absolute discretion. If paying by invoice, your Listings will become posted on the Site only after the deposit amount has been remitted by cheque or wire transfer and after JustParts receives confirmation that the payment has been processed successfully. You understand and agree that your personal data will be shared with one or more third parties for the purposes of processing your payment and processing may take longer.

CLICK RATES: You agree that you will be charged for, and agree to pay for all clicks on your Listings and other clicks to your Website (collectively referred to as “Clicks”) generated by the JustParts Merchant Program. For further clarification, "Clicks " means either (a) each time a JustParts user clicks on a Listing and/or other Content that directs the user to your Website, or (b) each time a JustParts user selects your sales phone number (as the case may be) and calls you using the "Phone Connect" option or similar option presented on the Site. You agree that Click charges will be based on the total number of Clicks multiplied by either (a) the minimum click fee (the “Minimum Base Click Fee”, or (b) the amount you have bid for each Click (your “Click Bid”). We may adjust our Minimum Base Click Fee or other bidding requirements from time-to-time on reasonable prior notice to you. You further acknowledge that the number of Clicks shall be determined solely by JustParts, in accordance with the Site's standard practices and shall be considered final. Your Click Fees and any other fees will be set forth on the Rate Card page in your Merchant Account.

JustParts reserves the right in its sole discretion to adjust the Minimum Base Click Fee and/or other fees charged to you, including but not limited to, Add-On Features as described below, (collectively referred to as “Click Fees”) at any time for any reason. Any Listings and/or Content will be adjusted to the new Minimum Base Click Fee. JustParts shall send you notice by email and/or through a posting on your Merchant Account page consistent with the terms of this Agreement which will inform you of the Click Fees that have been changed and instruct you to access your Rate Card page in your Merchant Account to view the new rates. This email notification shall be JustParts’ only obligation to inform you that new Click Fees are posted on in your Merchant Account and shall be effective upon sending, and shall be effective irrespective of whether you actually received the email (it is your responsibility to provide JustParts with a functioning and accurate email address for notices). Notwithstanding anything to the foregoing, you agree that new Click Fees notified to you will only be binding on you after the expiration of ten (10) days from the date JustParts sends the email notification unless, within such ten (10) day period, you send JustParts a notice of termination of your Merchant Account, which termination shall take effect in accordance with the terms of this Agreement.

PAYMENT: You authorize and permit JustParts to (a) charge and withdraw from your credit card or bank account amounts consistent with the terms of your Payment Plan; (b) withdraw funds from your Merchant Account for Click Fees you accrue from your use of the Merchant Program; and (c) charge your Click Fees and all applicable charges to your Merchant Account in US (United States) dollars, unless otherwise stated in writing to you by JustParts, in accordance with the billing terms in the Merchant Program and/or the payment plan (the “Payment Plan”) you choose, including all applicable taxes, in effect at the time the Click Fees become payable. In some cases, you may be approved by JustParts for “invoice” payment. This decision is in JustParts’ sole and absolute discretion. If paying by invoice, you shall remit payment to JustParts in the full invoice amount by check or Wire Transfer within thirty (30) days of the date of the invoice. You understand and agree that your personal data will be shared with one or more third parties for the purposes of processing your payment. Negative amounts in your Merchant Account that are not paid within thirty (30) days of the account going negative, and any delinquent payments may be subject to interest and collection. In the event that you fail to make payments to JustParts, you are responsible for all reasonable expenses (including attorneys' fees) incurred by JustParts in collecting such amounts.

If, for whatever reason, including without limitation, (a) payment cannot be charged to your credit or charge card; (b) if the balance of the funds in your Merchant Account becomes zero or a negative amount, or equal to or less than the predicted Click Fees for the following day; (c) there is a charge-back to JustParts for any reason; and (d) if your financial institution does not honour your checks (as the case may be), then JustParts shall have the right, in its sole and absolute discretion, to immediately suspend or terminate your Merchant Account and your participation in the Merchant Program. A handling fee of $15 may be applied to your account for each such instance in which you agree to pay for in full.

DISPUTES: During the term of the Agreement, in the event that you disagree with any charge or invoice amount, a written request consistent with the terms of this Agreement must be sent within fifteen (15) days after the date of such charge or invoice. Charges or invoices not disputed within this time period will be considered final and accepted by you, and will not be eligible for any refund, credit or other billing adjustment. Disputes within the time frame will be honoured and JustParts will conduct an internal audit of the charges or invoices you dispute. You shall be responsible for full payment while JustParts conducts the internal audit. When complete, JustParts will provide you with the results of the audit, which shall be final and binding. In the event that a discrepancy in the number of Clicks is discovered during the course of the audit, JustParts will issue an adjusted invoice based on the correct number of Clicks.

PAYMENT PLANS: Unless you receive written credit approval from JustParts to be invoiced monthly, there are three available prepayment plans: "Manual Payment", "Monthly Budget" and "Constant Traffic."

MANUAL PAYMENT PLAN: If you enroll in the Manual Payment Plan, your credit card or charge card will be charged for the amount that you authorized (the "Manual Payment Amount"). When the Click Fees and other charges owing to JustParts reaches the Manual Payment Amount, your product Listings and Add-On Features (if any), may be removed from the Site until you authorize a new Manual Payment Amount to be charged.

MONTHLY BUDGET PLAN: If you enroll in the Monthly Budget payment plan, your credit card or charge card will be charged the amount you budgeted for that month (the “Monthly Budget Payment Amount”). Once the Click Fees and other charges for a thirty (30) day period have reached the Monthly Budget Amount, your product Listings and Add-On Features (if any), may be removed from the Site until the beginning of the next thirty (30) day period. You will be deemed to have authorized JustParts to automatically charge your credit card or charge card for the Monthly Budget Payment Amount on the beginning of each thirty (30) day period. In the event you have not exhausted the amount charged for the previous thirty (30) day period, JustParts, in its sole discretion, may choose to wait until your account has been exhausted before automatically charging your credit or charge card the Monthly Budget Payment Amount, in which case JustParts shall not charge your credit or charge card again until at least an additional thirty (30) days have passed. You will receive an email notification and/or a notice through a posting on your Merchant Account page, each time your Merchant Account has been replenished. JustParts reserves the right to terminate this payment plan and/or your participation therein at any time. You also understand that at any time, you may elect to discontinue your enrolment in this plan by notifying JustParts as required by the terms of this Agreement. Any change in status of enrolment in a prepayment plan will take effect upon JustParts acknowledging your change of plan. JustParts may acknowledge your notice to discontinue enrolment by email and/or through a posting on your Merchant Account page consistent with the terms of this Agreement. For further clarity, unless you discontinue your enrolment in this plan, you understand that this authorization is valid until the termination of this Agreement with JustParts or until your credit or charge card expires, at which time you will be required to submit a new credit or charge card to remain active in the JustParts Merchant Program.

CONSTANT TRAFFIC PLAN: If you enroll in the Constant Traffic Plan, your credit card or charge card will be charged the amount you authorized (the “Constant Traffic Payment Amount”). Once your Click Fees and other charges have reached the Constant Traffic Payment Amount, or if the balance of the funds in your Merchant Account becomes equal to or less than the predicted Click Fees for the following day, you will be deemed to have authorized JustParts to automatically charge your credit or charge card for the Constant Traffic Payment Amount. You will receive an email notification and/or a notice through a posting on the your Merchant Account, each time your account has been replenished. JustParts reserves the right to terminate this payment plan and/or your participation therein at any time. You also understand that at any time, you may elect to discontinue your enrolment in this plan by notifying JustParts as required by the terms of this Agreement Any change in status of enrolment in a prepayment plan will take effect upon JustParts acknowledging your change of plan. JustParts may acknowledge your notice to discontinue enrolment by email and/or through a posting on your Merchant Account page consistent with the terms of this Agreement. For further clarity, unless you discontinue your enrolment in this plan, you understand that this authorization is valid until the termination of this Agreement with JustParts or until your credit or charge card expires, at which time you will be required to submit a new credit or charge card to remain active in the JustParts Merchant Program.

REFUNDS: Upon termination of this Agreement, whether by you or JustParts, you will be eligible to receive a refund only for any unused prepaid Click Fees (if any) and Add-On Features (if any). You will receive a refund within thirty (30) days of the effective date of termination. If you terminate your account, termination is effective one (1) business day after we receive such notice, consistent with the terms below. You will not be eligible for a refund to your initial deposit in your Merchant Account.

TAXES: The payments required to be made under this Agreement do not include any amount for taxes, duties or levies (including interest and penalties) which may be owed by you to JustParts. You shall reimburse JustParts and agree to indemnify, defend and hold JustParts harmless for all sales, use, VAT, excise, property or other taxes, duties or levies (including penalties and interest) which JustParts is required to collect or remit to applicable tax authorities. This Section shall not apply to taxes on JustParts’ income or any taxes for which you are exempt, provided that you have provided JustParts with a valid tax exemption certificate to prove such exemption.

ADD-ON FEATURES: From time to time, JustParts may offer you the ability to select optional services or features for varying fees (the "Add-On Features"). These Add-On Features will be made available on an opt-in basis and the fee per Add-On Feature will be described next to the Add-On Feature on various pages of your Merchant Account, including without limitation, the Rate Card page. Any charges related to these Add-On Features will be included in the Click Fees calculations outlined in the terms above. JustParts reserves the right to change or discontinue any Add-On Feature in its sole discretion at any time without prior notice to you.

PLACEMENT: Except as otherwise made available to you through an Add-On Feature, your Listings and other Content will be displayed on the Site based on JustParts’ search algorithm and determined at JustParts’ sole discretion. JustParts shall have sole discretion to determine the categories in which your Listings and Content appear on the Site.

7. No Warranties

The Site, Services and all information, Content, materials, products, software whatsoever are provided on an "as is", "as available" basis, and without warranty of any kind. Your use of and reliance thereon are at your own and sole risk. JustParts, its subsidiaries, officers, directors and employees makes no other representations or warranties of any kind, express or implied, including without limitation, (a) the implied warranties of merchantability, safety, reliability, fitness for a particular purpose, title, and non-infringement of third-party intellectual property rights, quality, adequacy and accuracy of any information, Listing, and/or Content on the Site; (b) that the Site, Services, Click Fees calculations, traffic, or other benefits arising out of your participation in the Merchant Program will meet your requirements, will always be available, accessible, uninterrupted, timely, secure or operate without error; (c) the information, Content, Listings, materials or products included on the Site will be as represented by Merchants, available for sale at the time of offer, lawful to sell, contain correct pricing; (d) activities that occur on your Website(s) from traffic sent to your Websites(s) from JustParts; (e) any implied warranty arising from course of dealing or usage of trade; (f) information, materials and/or Services included on or otherwise made available to you through this Site, servers or subsidiaries, email sent from JustParts, or traffic sent from JustParts to your Website are free of viruses or other harmful components; (g) damages of any kind arising from the use of this Site or from any information, Content, Listings, materials, products, including software, or Services included on or otherwise made available to you through this Site, including, but not limited to direct, indirect, incidental, punitive, and consequential damages; and (h) any obligation, liability, right, claim or remedy in tort, whether or not arising from the negligence of JustParts. 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.

8. Limitation of Liability

In no event shall JustParts be liable for any for any loss of money, goodwill, reputation, or any special, indirect, punitive, incidental or consequential damages arising, directly or indirectly, from any aspect of your participation in the Merchant Program, including without limitation, any unintentional errors and/or omissions in the display of your Content on the Site, any user’s use of the Site, the activities of any users that may Click to the your Website from the JustParts Site, or any breach or error by JustParts, whether or not JustParts has been apprised of the possibility of such damages or whether such damages arise under theory of contract, tort (including negligence), strict liability or otherwise.

Regardless of the foregoing statement, if we are found to be liable, JustParts’ total liability arising out of this agreement including, without limitation, any liability for damages caused or allegedly caused by any failure of performance, error, omission, interruption or delay in operation or transmission, computer virus, communications line failure, theft or destruction or unauthorized access to, alteration of, or unlawful use of records, whether for breach of contract, tortious behaviour, negligence, or under any other cause of action, shall be strictly limited to an aggregate amount equal to the greater of (a) the total amount you paid to JustParts in the 12 months prior to the action giving rise to the liability, or (b) $100.

This limitation on such damages shall apply whether or not JustParts is able to correct any problem or error, and whether or not JustParts has breached any warranty or obligation, or failure of the essential purpose of any other remedy, it being the intention of you and JustParts to allocate the risk of such damages as provided herein in all circumstances, and you acknowledge that JustParts would not have entered into this agreement but for this limitation on such damages.

9. Intellectual Property

You represent and warrant that you own all intellectual property rights necessary to execute your respective obligations under this Agreement and have the right to grant the licenses specified in this Agreement. You represent and warrant that the use and license of the rights granted hereunder do not infringe upon any third party right, including but not limited to third party intellectual property rights and contractual rights. Both You and JustParts shall retain all of their respective Intellectual Property Rights including, without limitation, rights in their names and logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future. Upon termination or expiration of this Agreement, both You and JustParts will immediately cease all display and use of the other party's Intellectual Property except as permitted by law or as permitted herein. JustParts shall be permitted to continue to distribute marketing materials and brochures that were printed before the termination or expiration of the Agreement and that contain your trademark(s) and logo(s) to the extent that such marketing materials and brochures are not specific solely to you and contain the trademarks and logos of other merchants on the JustParts Site. For the purposes of this Agreement, "Intellectual Property" and "Intellectual Property Rights" mean any patent, copyright, trademarks, trade names, logos, trade secret, and/or the Rights in any of the forgoing including moral rights and other intellectual property rights or proprietary rights arising under the laws of any jurisdiction.

10. Access and Interference

You agree that you will not (a) use any robot, spider, script, scraper, device, software, routine or other automated or manual means to access the Site for any purpose including without limitation, to monitor or copy Content from the Site or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site; (b) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (c) copy, reproduce, modify, create derivative works from, distribute or publicly display any Content except for your information; and (d) interfere or attempt to interfere with the proper functioning of the Site and any Services or any activities conducted on the Site.

11. Confidentiality

Both You and JustParts, (the "Receiving Party"), agree to retain in confidence the terms of this Agreement and all other non-public information and know-how of the other party disclosed to or acquired by the Receiving Party either directly or indirectly, in writing, orally, by inspection of tangible objects or by data feed or other electronic means, pursuant to or in connection with this Agreement which is either designated as proprietary and/or confidential or by the nature of the circumstances surrounding disclosure, ought in good faith to be treated as proprietary and/or confidential (the "Confidential Information"); Each party agrees to use commercially reasonable efforts to protect the Confidential Information of the other party and in any event, to take precautions at least as great as those taken to protect its own confidential information of a similar nature. The Receiving Party shall not, at any time (a) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information it receives, except that the Receiving Party may disclose Confidential Information to its third-party contractors who have a need to know such information, as determined by the Receiving Party in its reasonable discretion, and who are bound by an agreement similar in content to this Agreement, or to its legal and financial advisors in the ordinary course of its business, or (b) use any Confidential Information received other than to fulfill its obligations pursuant to this Agreement. Each party acknowledges that any breach of this provision by it would result in irreparable harm to the other party, for which monetary damages may not be a sufficient remedy for unauthorized disclosure or use of Confidential Information and that each party may seek, without waiving any other rights or remedies, such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

The foregoing restrictions shall not apply to any information that (a) was known by the Receiving Party prior to disclosure thereof by the other party; (b) was in or entered the public domain through no fault of the Receiving Party; (c) is disclosed to the Receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality; (d) is required to be disclosed by applicable laws or regulations, only to the extent required to be disclosed and only after written notification to the other party and affording the other party the opportunity to seek a protective order to protect its Confidential Information; or (e) is independently developed by the Receiving Party without reference to any Confidential Information of the other party. Upon request of the other party, or in any event upon any termination or expiration of this Agreement, each Receiving Party shall return to the other all materials, in any medium, which contain, embody, reflect or reference all or any part of any Confidential Information of the other party.

12. Termination

This Agreement shall commence on the date you enroll in the Merchant Program and remain in effect until terminated by either You or JustParts. You may terminate this Agreement for any reason at any time upon notice to JustParts, consistent with the terms of this Agreement. If you terminate your Merchant Account, termination is effective one (1) business day after we receive such notice. Any refunds are pursuant to the terms listed in Section 6 of this Agreement. JustParts, in its sole and absolute discretion, reserves the right to suspend or terminate your account and/or discontinue your participation in the Merchant Program at any time for any reason without prior notice to you, and any such discontinuance shall be considered a "termination" under this Agreement. Notices are pursuant to the terms set forth in this Agreement. You agree that upon the effective date of any termination of this Agreement all outstanding balances due to JustParts from you under this Agreement will paid in full to JustParts within thirty (30) days of the termination date of this Agreement.

13. Applicable Law

By visiting the Site, and participating in the Merchant Program, you agree that the laws of the Province of Ontario and the laws of Canada applicable therein govern this Agreement and all of its terms and conditions, and any dispute of any sort that might arise between you and JustParts without giving effect to any principles of conflicts of laws. The sole and exclusive jurisdiction and venue for any dispute under this Agreement shall be the appropriate province or federal court in Thunder Bay, Ontario, Canada. You also agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of, including without limitation, our Site, Services, and your Listings and Content. Nothing in this Statement shall prevent us from complying with the law.

14. 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. No arbitration proceeding or other legal action may be commenced regarding any disputes arising out of, relating to or connected with this Agreement more than one (1) year after the date that the alleged breach or other grounds for dispute originally occurred.

15. 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; (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; (d) from any claim, action, liability, loss, damage or suit arising from a violation by a user of any applicable prohibitions or restrictions on the sale, attempted sale, shipment of goods and services of any product or service, or use of your Website(s). This obligation will survive the termination of this agreement.

16. General Provisions

ENTIRE AGREEMENT: This Agreement and the general terms and 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, commitments, claims, representations and understandings of the parties in connection with the subject matter hereof.

CHANGES TO AGREEMENT: JustParts may change this Agreement at any time by email notification to you consistent with terms in the Agreement. Your continued participation in the Merchant Program after the notifications of modifications to this Agreement and/or any additional terms will signify your agreement and acceptance of the new terms. Any use by you of the JustParts Site or any Services after the effective date of such change shall be deemed to be continued acceptance of this Agreement including its amendments and modifications. For further clarifications, if you fail to inform JustParts in writing that you do not agree to the proposed changes within ten (10) days of the date of the notification, you shall be deemed to have accepted the new terms of the Agreement, which shall then become binding on the parties.

NOTICES AND COMMUNICATIONS: You consent to receive communications from us electronically. We will communicate with you by email and/or by posting notices on this Site. Any notice to be given to you under this Agreement will be sent by email to the most current email address in your Merchant Account, and may include a posting on the Site. Notice shall be deemed received by you when we send the electronic communication and/or post the notice on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. For the purposes of notice to JustParts, you may send notice by email to: support@justparts.com.

SEVERABILITY: In the event any provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, then that provision of this Agreement shall be deemed severable and the remaining provisions shall remain in full force and effect and shall not affect the validity and enforceability of any remaining provisions to the extent necessary to be reasonable under the circumstances and consistent with applicable law while reflecting as closely as possible the intent of the terms of this Agreement. You agree to renegotiate in good faith any term held invalid and to be bound by the mutually agreed substitute provisions.

RELATIONSHIP OF THE PARTIES: JustParts is not the agent, fiduciary, trustee or other representative of you and you and JustParts are independent entities. Nothing expressed or mentioned in or implied from this Agreement or from use of the Site and Services 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 and nothing expressed or mentioned in or implied from this Agreement or from use of the Site and Services will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between JustParts and you. 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.

PASSWORD SECURITY: Your password may be used only by you to access the Site and to use the Services. You are solely responsible for maintaining the confidentiality and security of your password, account information and for restricting access to your computer. You will not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account. You understand and agree that you are solely and fully responsible for any use of or action taken under your account or password on this Site (including the actions of your agents, employees, representatives), whether or not you authorized such activities. If your password is compromised you must change your password and notify JustParts Support.

ELECTRONIC SIGNATURE: You approve of the collective use of your User ID, password and/or email address or other account information 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.

SERVERS: You consent to having your personal data transferred to and processed in Canada and the United States.

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.

HEADINGS: The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement. References to “us,” “we,”, “its” and “our” means either Just Parts Online Incorporated or JustParts, as appropriate.

ASSIGNMENT: You may not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent.

FEEDBACK: We always appreciate your feedback or other suggestions you provide us regarding the Site. You agree that we may use them without any obligation to compensate you for them.

RESERVATION OF RIGHTS: JustParts retains the right, but does not have the obligation, to immediately halt any item sale or purchase, to cease and/or restrict any Services or access to the Site, suspend or terminate any user, remove, restrict, edit or modify any Content on the Site or take any other action, in its sole and absolute discretion. Furthermore, 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 allow users to resolve disputes, or to ensure the integrity and operation of our 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. All of our rights and obligations under this Statement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

PUBLIC ANNOUNCEMENTS: You shall not issue a press release or other publication containing information about JustParts or referring to this Agreement or its terms without JustParts’ prior written consent.

FORCE MAJEURE: Neither you or JustParts shall be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption of service, resulting directly or indirectly from acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labour disputes, fires, transportation contingencies, interruptions in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophes or any other occurrences which are beyond your or JustParts’ reasonable control.

17. Additional Terms

The following agreements and policies, including all terms and conditions referenced in them, are part of this Agreement and provide additional terms and conditions related to the Site and Services: The JustParts User Agreement, the JustParts Seller Agreement, the Prohibited and Restricted Items Policy, and our Privacy Policy.

© 2012 JustParts.com


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