iPRO USER AGREEMENT


THE FOLLOWING ARE THE TERMS AND CONDITIONS UPON WHICH CAR-PART.COM OFFERS YOU ACCESS TO OUR iPRO WEBSITE AND/OR ANY SERVICES PROVIDED BY CAR-PART.COM ON OUR iPRO WEBSITE. BY USING OUR iPRO WEBSITE AND/OR ANY SERVICES PROVIDED BY CAR-PART.COM ON OUR iPRO WEBSITE (INCLUDING, WITHOUT LIMITATION, CONDUCTING ANY SEARCHES THEREON), YOU AGREE TO THESE TERMS AND CONDITIONS.

This iPro User Agreement describes the terms and conditions that apply when you use: (a) our iPro Website (as defined below); and/or (b) any iPro Service (as defined below). "iPro Website" shall mean any website to which a user is directed to access the integrated iPro Services (regardless of whether being directed from the iPro client software (in an iPro Client integration) or from the product or service of an integration partner (such as an integration with an estimating system)), the various web pages which make up such websites, and any and all intellectual property, information, and other content incorporated into and/or displayed on any such pages of such websites (including, without limitation, html, graphics, software, and algorithms). "iPro Service" shall mean: (i) any service provided by Car-Part.com on the iPro Website (including, without limitation, account creation and modification services, login service, parts locating searches, and our "Live Service" instant messaging interface); and (ii) any and all intellectual property, systems, software, algorithms, graphics, information, data, and content used to provide any service provided on the iPro Website (including, without limitation, Car-Part's Automotive Intelligence (as defined below), inventory parts data and databases, parts seller services data (including without limitation delivery, warranty, and certification data), and other data and databases). We have the right to amend this iPro User Agreement at any time (and the amended iPro User Agreement will be effective immediately upon being posted on our site). Please see Section 18 below for more information regarding our ability to amend this iPro User Agreement. As used herein: (1) "we," "us" and "our" refer to Car-Part.com; and (2) "you" refers to the user of this site.

1. Permitted Users of Our iPro Website and iPro Services. Only legal entities and individuals that meet the following criteria are permitted to use our iPro Website and/or any iPro Service: (a) you must be able to form legally binding contracts under applicable law; (b) you must be an authorized employee of a shop (collision shop, mechanical shop, or an auto rebuilder), an insurance company, an independent claims appraiser, or a properly-configured iPro parts seller; and (c) you must be registered with Car-Part.com as a iPro Website user and use your own log-in information to access the iPro Website (you may not access the iPro site using the log-in information of any other user). In addition, individuals desiring to use our iPro Website and/or any iPro Service must be at least 18 years old.

2. Separate Agreement for Parts Sellers Using Our iPro Website; Additional Applicable Terms. This iPro User Agreement applies to all users of our iPro Website and all users of any iPro Service. As a result, this iPro User Agreement applies to parts sellers when they access or use the iPro Website or any of the iPro Services. However, this iPro User Agreement does not apply to or govern the relationship between Car-Part.com and parts sellers as regards the display of their inventory on our sites (including, without limitation, the iPro Website). Separate contracts govern the relationship between Car-Part.com and parts sellers regarding the display of their inventory on our sites (including, without limitation, the iPro Website). The terms of this iPro User Agreement are in addition to (but do not amend or modify) the relationship between Car-Part.com and such parts sellers regarding the display of their inventory on our sites (including, without limitation, the iPro Website) as set forth in such separate contracts. If you are a parts seller that wants to display your inventory on our iPro site, please contact us at Sales@car-part.com for more information (including, without limitation, a copy of the contracts that govern the relationship between Car-Part.com and parts sellers regarding the display of their inventory on our sites (including, without limitation, our iPro Website)).

This iPro User Agreement applies to all users of iPro Website and/or any iPro Service. Additional terms and conditions applicable to your use of our iPro Website and/or any iPro Service ("Additional Applicable Terms") may be: (i) set forth in separate written agreements between you and Car-Part.com; (ii) set forth in click-through agreements displayed in connection with your installation of our iPro Website and/or any iPro Service; or (iii) communicated to you in any other manner determined by Car-Part.com so long as Car-Part.com provides you with reasonable notice of such additional terms and conditions. Any and all such Additional Applicable Terms relating to your use of iPro Website and/or any iPro Service are in addition to, and not in lieu of, the terms and conditions set forth herein. Furthermore, your use of other products and/or services of Car-Part.com shall be subject to (1) any agreements between you and Car-Part.com relating to the use of such products and/or services, and (2) any other terms and conditions applicable to such products and/or services.

The iPro Website provides users the opportunity to connect to other Car-Part.com services in an integrated fashion. You acknowledge, understand and agree that you are subject to any and all of Car-Part.com's terms of use applicable to such other services when you access them and use them (regardless of whether you access and use such other services through our iPro Website or otherwise). For purposes of this Agreement, any and all of Car-Part.com's terms of use applicable to such other services are considered Additional Applicable Terms.

3. Fees for Use of Our iPro Website and iPro Services. Currently, the fees that we charge iPro Website users vary based on a number of factors. Please contact us at CPProBuyerSales@car-part.com for more information on the current fees to use our iPro Website and/or any iPro Service. We retain the right to modify the fees charged to use our iPro Website and/or any iPro Service at any time. We will use commercially reasonable efforts to provide you notice of any change in the fees we charge to use our iPro Website and/or any iPro Service at least 30 days prior to the fee change going into effect (which notice may be given in any of the methods set forth in the first sentence of Section 18 of this iPro User Agreement).

4. All Transactions are Solely between Parts Seller and Buyer. Our iPro Website acts as a location for parts sellers to display their inventory and for buyers, appraisers, and/or auditors to locate parts, order parts from parts sellers, and/or contact sellers in order to purchase parts. We are not a party to the actual transaction between buyers and sellers. As a result, WE HAVE NO CONTROL OVER THE QUALITY, SAFETY OR LEGALITY OF THE ITEMS ADVERTISED, THE TRUTH OR ACCURACY OF THE LISTINGS, THE ABILITY OF SELLERS TO SELL ITEMS, OR THE ABILITY OF BUYERS TO BUY ITEMS. YOU AGREE THAT ALL PURCHASE AGREEMENTS AND/OR ESTIMATES ARE DIRECTLY BETWEEN YOU AND THE SELLER OF THE PARTS. WE MAKE NO WARRANTY, AND HAVE NO LIABILITY WHATSOEVER, WITH RESPECT TO THOSE AGREEMENTS. We cannot ensure that a buyer or seller will actually complete a transaction. You should look to the seller for any refunds, credits or adjustments to a transaction. WE ASSUME NO RESPONSIBILITY, AND OFFER NO WARRANTY WHATSOEVER, REGARDING (1) YOUR USE OF ANY iPRO SERVICES, (2) YOUR USE OF ANY INFORMATION OBTAINED AS A RESULT OF USING ANY iPRO SERVICES, (3) ANY TRANSACTION(S), IMPLIED TRANSACTIONS, AND/OR ANTICIPATED TRANSACTIONS WITH ANY PART SELLER(S), (4) ANY PARTS YOU PURCHASE FROM PARTS SELLERS, (5) ANY INFORMATION PROVIDED BY PARTS SELLERS OR BY CAR-PART.COM ON BEHALF OF PART SELLERS (INCLUDING, WITHOUT LIMITATION, PART DESCRIPTIONS, PART PRICES, CONDITION OF PARTS (INCLUDING DESCRIPTIONS OF PART DAMAGE), PART IMAGES, PART AVAILABILITY, PART INTERCHANGEABILITY, WARRANTY INFORMATION, RETURN POLICIES, DELIVERY AREAS, DELIVERY TIMES, SELLER CERTIFICATIONS, INDICATIONS OF WHETHER PARTS MEET CRITERIA DESIGNATED BY USERS, ETC.), OR (6) ANY INFORMATION THAT YOU GIVE TO ANY BUYER OR PARTS SELLER (INCLUDING, WITHOUT LIMITATION, CREDIT CARD INFORMATION OR ANY OTHER PERSONAL OR CONFIDENTIAL INFORMATION).

5. Parts Information Provided by Parts Sellers. The information that you receive on our iPro Website in response to a parts search (including, without limitation, part descriptions, part types, part prices, part price types, condition of parts (including descriptions of part damage), part images, part availability, warranty information, return policies, delivery areas, delivery times, seller certifications, etc.) is information that we have received from parts sellers. We do not review or verify that information for truth or accuracy. As set forth in Section 4 above, we assume no responsibility, and offer no warranty whatsoever, regarding any such information. Use common sense and practice safe purchasing when using our iPro Website.

6. Information Provided or Sent by Users. You acknowledge, understand and agree that all information, data, text, and/or other materials posted or sent using our iPro Service are the sole responsibility of the person from whom such information, data, text, and/or other materials originated. This means that you are solely responsible for all information, data, text, and/or other materials that you post or send using our iPro Service. We do not guarantee the accuracy, integrity or quality of any of the information, data, text, and/or other materials posted or sent using our iPro Service. You acknowledge, and understand that you may be exposed to information, data, text, and/or other materials that are offensive, indecent or objectionable when using our iPro Service. Under no circumstances will we be liable in any way for any information, data, text, and/or other materials posted or sent on our iPro Service (including, without limitation, (1) any errors or omissions in any such information, data, text, and/or other materials, or (2) any loss or damage of any kind incurred by any person as a result of the using any of the information, data, text, and/or other materials posted or sent on our iPro Service).

You agree that any information that you provide or communicate to others in connection with (or as a result of) using our iPro Website or any iPro Service (whether by email, instant messaging, the Live Service instant messaging interface, voice, or otherwise) will be true, correct, and complete and will comply with all applicable laws. By way of example, and not of limitation, you shall not post or send to others anything that (a) is fraudulent, (b) infringes any third party's contractual or intellectual property rights (including, without limitation, their copyright, patent, trademark or trade secret rights), (c) is defamatory, libelous or threatening or harassing, (d) is obscene, or (e) contains any viruses or other computer code that is intended to damage or disrupt any system or that intercepts or expropriates any data or information. Furthermore, you may not use our iPro Service to post or send unsolicited bulk communications.

You acknowledge, understand and agree that we reserve the right in our sole discretion (but do have any obligation) to pre-screen, refuse, or remove any of the information, data, text, and/or other materials sent using our iPro Service. By way of example and not of limitation, we shall have the right to remove or filter any of the information, text, and/or other materials sent on our iPro Service that violate this iPro User Agreement or are otherwise objectionable. Notwithstanding the foregoing, we shall not be responsible or liable for any failure or delay in removing any information, data, text, and/or other materials.

7. Software; Intellectual Property Rights; No Copying or Sublicensing Allowed. We have the right to designate the software that you shall use to access and use our iPro Service. We also have the right to prohibit the use of certain software (including, without limitation, prior versions of software released by us from time to time) to access and use our iPro Service. You will receive and use certain Car-Part.com iPro client software in connection with your use of our iPro Service. Your use of such iPro client software is subject to the terms set forth in the iPro Client Software License Agreement, this iPro User Agreement, and may be subject to Additional Applicable Terms as described in Section 2 above. The iPro Client Software License Agreement grants you only a limited right to use our iPro client software in order to access and use our iPro Service. Unless we notify you otherwise, your license to use any such iPro client software will automatically end on the date that you no longer have the right to access and use our iPro Service (and, at such time, you must promptly uninstall any and all Car-Part.com software used in connection with our iPro Service). In addition, we may disable the iPro client software at any time on or after the date that your right to use our iPro Service terminates. We reserve all rights in and to any and all Car-Part.com software used in connection with the iPro Service (including, without limitation, the iPro client software). We may automatically check your version of the iPro client software that you are using and we may automatically download upgrades to the iPro client software to your computer to update, enhance and further develop our iPro Service.

Our iPro Website and the iPro Services are proprietary. Our iPro Website and the iPro Services shall remain the sole and exclusive property of Car-Part.com and/or the recycler(s) providing the inventory data used to provide any iPro Service. You do not acquire any right, title or interest in or to our iPro Website or any iPro Service as a result of using our iPro Website and/or any iPro Service. Other than manually copying and pasting an individual part description displayed in the results of a part search or manually printing a iPro search results page, you agree not to reproduce, duplicate, copy, sell, resell, decompile, reserve engineer, or exploit for any commercial or other purpose, any portion of our iPro Website or any iPro Service. Furthermore, you do not have the right to: (a) sublicense the use of our iPro Website or any iPro Service; (b) use our iPro Website or any iPro Service on behalf of another person; or (c) provide (or attempt to provide) access to our iPro Website or any iPro Service to any other person.

Car-Part.com collects certain data and information from the use of its websites and/or services (including, without limitation, data or information regarding the relationship between vehicle identification numbers and the parts included in such vehicle and information regarding the use of our iPro Service) (such data being referred to as "Collected Data").

Car-Part.com may use the Collected Data:
  1. to facilitate parts identification, parts locating, parts selection, parts workflow, and parts procurement processes in the products and services of Car-Part.com and its affiliates (including related reporting and documentation);
  2. to improve the products and services of Car-Part.com and its affiliates (including, without limitation, the parts identification, parts locating, parts selection, parts workflow, and parts procurement processes of such products and services);
  3. to provide usage reports readily identifiable by User (as defined below), insurance company, insurance company claim number, repair shop franchisor, repair shop network, third party administrator, or independent appraiser entity/organization/network to Authorized Report Recipients (as defined below);
  4. to provide aggregate usage information to any person so long as the aggregate information does not contain information readily identifying specific Users, insurance companies, repair shop franchisors, repair shop networks, third party administrators, or independent appraiser entities/organizations/networks included within such group; and
  5. for such other purposes as are permitted under applicable law.
Car-Part.com agrees that it will not:
  1. provide information indicating that the User performed part searches with regard to a specific vehicle identification number to any person engaged in the business of collecting and selling vehicle title and condition history information (such as Carfax or Experian);
  2. provide usage information readily identifiable by User (as defined below), insurance company, Repair Requesting Organization (as defined below), repair shop franchisor, repair shop network, third party administrator, or independent appraiser entity/organization/network to any person other than an Authorized Report Recipient; and
  3. collect or use any personally identifiable information regarding the vehicle owner except to the extent authorized by the User, the insurance company, or the Repair Requesting Organization (or any of such parties' designees) (provided, however, that you acknowledge, understand, and agree that for purposes of this iPro User Agreement neither the vehicle identification number, the zip code, the insurance company claim number, vehicle mileage, nor the insurance company identified in connection with any part search, is personally identifiable information).
"User" shall mean the business entity that employs (or otherwise contracts the services of) the individual user that accesses and/or uses iPro Services (ex. the repair facility or other company that employs the individual user that accesses and/or uses iPro Services). "Authorized Report Recipient" shall mean: (i) the User; (ii) the insurance company from which the relevant claims originated (or such insurance company's designee); (iii) a Repair Requesting Organization or its designee; (iv) a repair shop franchisor of the User (if applicable); (v) a repair shop network to which the User belongs (if applicable); (vi) a third party administrator on whose behalf the User is performing services (if applicable); (vii) an independent appraiser entity/organization/network on whose behalf the User is performing services (if applicable); or (viii) a Car-Part.com marketplace partner or other party that Car-Part.com is working with to improve its marketplace(s). "Repair Requesting Organization" shall mean an organization: (1) requesting the repair of a vehicle (or an estimate/quote for the repair of a vehicle) from the User (including, without limitation, insurance companies, fleet management companies, rental car companies, and used car dealerships); and/or (2) on whose behalf a User is repairing a vehicle or providing an estimate/quote for the repair of a vehicle (including, without limitation, insurance companies, fleet management companies, rental car companies, and used car dealerships).

Car-Part.com works with insurance companies, Repair Requesting Organizations, repair shop franchisors, repair shop networks, third party administrators, and independent appraiser entities/organizations/networks, and provides usage reports to such parties regarding their member shops and appraisers. Car-Part.com will use commercially reasonable efforts to determine which insurance companies, Repair Requesting Organizations, repair shop franchisors, repair shop networks, third party administrators, and/or independent appraiser entities/organizations/networks the User maintains relationships with based on information provided to Car-Part.com by such parties, information provided to Car-Part.com by the User, and other information that Car-Part.com has about the User (ex. shop name, etc.). The User understands and acknowledges the foregoing and specifically authorizes Car-Part.com to rely on such information and to provide usage reports to all such applicable insurance companies, Repair Requesting Organizations, repair shop franchisors, repair shop networks, third party administrators, or independent appraiser entities/organizations/networks on the basis of such information. The User also agrees to promptly notify Car-Part.com in writing in the event that it terminates any such relationship(s).

We respect the intellectual property of others and we ask users of our iPro Website, parts sellers and others to do so as well. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify us in the manner stated in Section 16 of this iPro User Agreement, or email us at LegalNotices@Car-Part.com.

8. Our Right to Terminate Access to Our iPro Website and iPro Services. We reserve the right to choose not to deal with any person for any reason (or for no reason whatsoever). Without limiting that right, we may immediately suspend (either for a set period of time or indefinitely) or terminate your right to access or use our iPro Website and/or any iPro Service: (a) if you breach any provision of this iPro User Agreement, (b) if you fail to pay the fees applicable to your use of the iPro Website and iPro Services in a timely manner, (c) if we are unable to verify or authenticate any information that you provide to us, (d) if we believe that your actions may result in legal liability for you, for any of our other customers (including, without limitation, other users of our iPro Website or parts sellers displaying their inventory on our iPro Website), or for Car-Part.com, or (e) for any other reason.

9. iPro Website and iPro Services Provided "As Is"; Disclaimer of Warranties. OUR iPRO WEBSITE AND EACH OF THE iPRO SERVICES PROVIDED BY CAR-PART.COM ON OUR iPRO WEBSITE ARE PROVIDED TO YOU STRICTLY AT YOUR SOLE RISK, ON AN "AS IS," WHEN-AVAILABLE BASIS, WITHOUT WARRANTIES OF ANY KIND. WE HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSES) RELATING TO YOUR USE OF OUR iPRO WEBSITE AND/OR ANY iPRO SERVICE. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

10. Links to Other Sites. We may provide, or third parties may provide, links to other World Wide Web sites or resources. We have no control over (and do not endorse) such sites or resources and, as a result, you agree that we are not responsible or liable for (a) the availability (or lack of availability) of any such sites or resources, or (b) any content, advertising, products, services or other materials contained on (or accessible or available from or through) any such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused (or alleged to have been caused) by or in connection with your use of (or reliance upon) any content, advertising, products, services or other materials that are contained on (or accessible or available from or through) any such sites or resources.

11. Permitted Manner of Access. Our iPro Website and the iPro Services are provided by Car-Part.com using Car-Part.com servers and are accessed and used by you via the Internet. You acknowledge and understand that: (a) the Internet is a public network and, as such, has certain limitations, which may change over time; (b) the Internet is an evolving technology; (c) access to the Internet is sometimes unavailable; (d) Car-Part.com can change its Internet service provider(s) at any time without notifying you; and (e) as a result of such factors, Car-Part.com cannot assure you of continuous, uninterrupted access to our iPro Website or any of the iPro Services. You understand, acknowledge, and agree that our iPro Website and the iPro Services are designed to be used manually through human interaction (i.e. a person entering the search criteria, clicking, and/or otherwise navigating the site from within a standard commercial web browser (i.e. Internet Explorer, Chrome, Safari or Firefox)) and you shall not use our iPro Website or any iPro Service in any other manner (ex. via electronic, software or other automated means of access, navigation or extraction of content) without Car-Part.com's prior written consent. Furthermore, you agree not to: (1) use any robot, spider, scraper or other automated means to access the iPro Website or any iPro Service for any purpose without express written permission from the Chief Executive Officer of Car-Part.com; (2) interact with our iPro Website or any iPro Service with any software other than a standard commercial web browser (i.e. Internet Explorer, Chrome, Safari or Firefox) that does not have a plug in that provides navigation, access, integration or scraping of the iPro Website or any iPro Service; or (3) take any action that imposes or may impose (in Car-Part.com's sole discretion) an unreasonable or disproportionately large load on our infrastructure.

12. Permitted Purpose for Using Our iPro Site and the iPro Services. You may only use our iPro Website and/or the iPro Services in connection with: (a) locating parts for inclusion on collision repair estimates; (b) locating and purchasing auto parts from parts sellers that display their inventory on our iPro Website; (c) communicating with such part sellers; and (d) related business purposes. Any other use of our iPro Website or any iPro Service is strictly prohibited. By way of example (and not of limitation) the use of our iPro Website or any iPro Service for any of the following purposes is prohibited: (1) use in connection with any e-commerce application (other than the e-commerce capabilities of the iPro Website itself); (2) collecting or providing any bulk information about the pricing or availability of parts, such as statistical or average pricing, either on a local, regional, national or international basis; (3) collecting or providing any bulk information about parts seller services (including, without limitation, delivery services, warranty services, and/or certifications); (4) collecting, creating, modifying, or verifying parts interchange or VIN decoding (or information regarding parts interchange or VIN decoding); and/or (5) copying, collecting, recreating, decompiling, reverse engineering, or reformatting (in whole or in substantial part) any portion of Car-Part's Automotive Intelligence.

13. Car-Part's Automotive Intelligence. The iPro Website and the iPro Services incorporate and/or use Car-Part's Automotive Intelligence (as defined below). "Car-Part's Automotive Intelligence" means information, understanding, intelligence and know-how developed, owned, and/or licensed by Car-Part regarding: (a) vehicle identification numbers ("VINs"); (b) vehicles; (c) vehicle attributes; (d) vehicle catalogs; (e) parts; (f) assemblies of parts; (g) components of parts and/or assemblies; (h) part attributes; (i) part descriptions; (j) part images and other representations; (k) part numbering; (l) part supersedence; (m) part catalogs; (n) dismantling and repair times and procedures; (o) any relationships among or between various VINs, vehicles, vehicle attributes, vehicle catalogs, parts, assemblies of parts, components of parts and/or assemblies, part attributes, part descriptions, part images and other representations, part numbering, part supersedence, part catalogs, and/or dismantling and repair times and procedures; (p) estimates of CO2e savings relating to various parts and/or assemblies; (q) weights, dimensions, and other factors affecting cost to ship various parts and/or assemblies; (r) sales tax and other charges or fees in various jurisdictions relating to the sale of various parts and/or assemblies; and/or (s) the methodology, use and application of such information, understanding, intelligence and know-how in various circumstances. Car-Part's Automotive Intelligence includes, without limitation: (i) the Hollander Interchange (which provides part identification, interchangeability and mappings); (ii) the Car-Part Interchange (which provides a compatible superset of the Hollander Interchange that adds additional part identification, interchangeability and mappings); (iii) Car-Part Interchange Plus (which is a compatible superset of the Car-Part Interchange that adds additional part identification, interchangeability and mappings); (iv) SmartVin (which decodes VINs to interchange numbers); and (v) Smart Interchange (which uses attributes from various parts and vehicles to identify parts and their interchangeability).

You are not permitted to use Car-Part's Automotive Intelligence except as it is integrated within the iPro Website and/or the iPro Services. Furthermore, you are only permitted to use Car-Part's Automotive Intelligence (as integrated within the iPro Website and/or the iPro Services) for the permitted uses of the iPro Website and the iPro Services described in Section 12 above. You agree not to use Car-Part's Automotive Intelligence (or any data derived from your use of the iPro Website and/or the iPro Services): (a) to copy, collect, recreate, decompile, reverse engineer, or reformat (in whole or in substantial part) any portion of Car-Part's Automotive Intelligence; (b) in any manner that violates our copyrights, patents or other intellectual property rights in any of Car-Part's Automotive Intelligence; or (c) in any manner which violates the copyrights or other intellectual property rights of any third party in the materials and other information included in any of Car-Part's Automotive Intelligence. Please see Copyright Notices relating to Car-Part's Automotive Intelligence for additional information regarding third parties which may have copyrights or other intellectual property rights in the materials and other information included in Car-Part's Automotive Intelligence.

14. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL CAR-PART.COM BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS WHICH YOU MAY INCUR OR EXPERIENCE ON ACCOUNT OF USING ANY OF CAR-PART.COM'S WEBSITES OR SERVICES (INCLUDING, WITHOUT LIMITATION, THE iPRO WEBSITE AND/OR ANY iPRO SERVICE), REGARDLESS OF WHETHER THE ACTION LIES IN CONTRACT, IN TORT OR OTHERWISE, EVEN IF CAR-PART.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, YOU AGREE THAT CAR-PART.COM'S MAXIMUM AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCES RELATING TO THE USE OF OUR iPRO WEBSITE AND/OR ANY iPRO SERVICE IS LIMITED TO THE LESSER OF: (A) THE TOTAL FEES PAID FROM YOU TO CAR-PART.COM IN THE IMMEDIATELY PRECEEDING SIX (6) MONTHS IN ORDER TO USE THE iPRO WEBSITE AND/OR ANY iPRO SERVICES; OR (B) ONE THOUSAND DOLLARS ($1,000). THE LIMITATION DESCRIBED ABOVE IS CUMULATIVE, WITH ALL PAYMENTS WITH RESPECT TO THIS AGREEMENT FOR CLAIMS OR DAMAGES BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT, AND THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THIS LIMITATION ON AMOUNT. FURTHERMORE, CAR-PART.COM SHALL NOT BE RESPONSIBLE FOR ANY PROBLEMS BEYOND ITS CONTROL, INCLUDING, WITHOUT LIMITATION, ANY PROBLEMS WITH ITS INTERNET CONNECTION OR INTERNET SERVICE PROVIDER. IN ADDITION, UNDER NO CIRCUMSTANCES SHALL ANY PARTY (INCLUDING, WITHOUT LIMITATION, SHOP MANAGEMENT SYSTEM PROVIDERS, ESTIMATING SYSTEM PROVIDERS, WORKFLOW SYSTEM PROVIDERS, INSURACE COMPANIES, AND COLLISION REPAIR FACILITIES) WHICH INTEGRATES OR INTERFACES WITH ANY OF CAR-PART.COM'S WEBSITES OR SERVICES VIA WRITTEN AUTHORIZED CONSENT OF AN OFFICER OF CAR-PART.COM (INCLUDING, WITHOUT LIMITATION, THE iPRO WEBSITE AND/OR ANY iPRO SERVICE) BE LIABLE IN ANY RESPECT FOR ANY DAMAGES WHICH YOU MAY INCUR OR EXPERIENCE ON ACCOUNT OF USING ANY OF CAR-PART.COM'S WEBSITES OR SERVICES (INCLUDING, WITHOUT LIMITATION, THE iPRO WEBSITE AND/OR ANY iPRO SERVICE); ANY AND ALL POTENTIAL LIABILITY OF ANY AND ALL SUCH PARTIES BEING HEREBY FULLY DISCLAIMED AND WAIVED.

15. Your Obligation to Indemnify Us. You agree to indemnify and hold us and our suppliers, subsidiaries, affiliates, officers, directors, agents and employees harmless from any claims, demands, liabilities, damages, costs and/or expenses (including, without limitation, attorneys' fees and any costs to defend) that we incur as a result of: (a) your breach of this iPro User Agreement; (b) your use of our iPro Website or any of the information or content contained on the iPro Website (including, without limitation, the data derived from searches on our site); and/or (c) your use of any iPro Service (including, without limitation, searching the parts displayed by parts sellers on our iPro Website).

16. Notices. Any notices to Car-Part.com must be given by postal mail sent to Car-Part.com's headquarters as it is then posted on our www.car-part.com site. Any notices to you will be sent to the e-mail address that you provide to Car-Part.com.

17. Governing Law; Exclusive Jurisdiction in Kentucky, U.S.A. This iPro User Agreement (and your use of our iPro Website and/or any iPro Service) shall be construed in accordance with and governed by the law of the Commonwealth of Kentucky, United States of America (without regard to principles of conflict of laws), including the application of any applicable statutes of limitations. You understand, acknowledge and agree that any action, suit or proceeding brought by you or us with respect to this iPro User Agreement (and/or your use of our iPro Website, your use of any iPro Service, and/or your use of any information obtained from the iPro Website or the use of any iPro Service (including, without limitation, the data derived from searches on our iPro Website)) shall be brought exclusively in the courts of the Commonwealth of Kentucky located in Kenton County, Kentucky, United States of America, or in the courts of the United States for the Eastern District of Kentucky, United States of America. By your use of our iPro Website and/or any iPro Service, you irrevocably submit to the exclusive jurisdiction and venue of the courts of the Commonwealth of Kentucky located in Kenton County, Kentucky, United States of America, and the courts of the United States for the Eastern District of Kentucky, United States of America.

18. Our Right to Amend this iPro User Agreement. We may amend this iPro User Agreement at any time by (1) posting an amended version of this iPro User Agreement to a link accessible from the iPro Website, (2) posting an amended version of this iPro User Agreement on our products website, or (3) otherwise providing you reasonable notice of any amendment(s) to this iPro User Agreement. This iPro User Agreement (as amended) will be effective immediately upon being posted in the manner described above (or when we otherwise provide you reasonable notice of the amendment(s) as described above) unless a different effective date is explicitly set forth in the amended iPro User Agreement. You do not have the right to amend, modify, disregard, or reject any of the terms or conditions of this iPro User Agreement (either in its present forms or as it may be amended from time to time in the future).

19. Entire Agreement. This iPro User Agreement (together with any written agreement signed by authorized officers of you and Car-Part.com which specifically references and modifies this iPro User Agreement) constitutes the entire agreement between You and Car-Part.com with respect to your use of our iPro Website and/or any iPro Service. This iPro User Agreement supersedes any other agreements (except for any written agreement signed by authorized officers of you and Car-Part.com which specifically references and modifies this iPro User Agreement), advertisements, writings, descriptions or communications of any nature whatsoever regarding the terms upon which you may use our iPro Website and/or any iPro Service (including, without limitation, any telephone or email communications that you may have had with any employee or agent of Car-Part.com and anything contrary to the terms set forth in this iPro User Agreement set forth elsewhere on our iPro Website). You may not assign or otherwise transfer by operation of law or otherwise your right to use our iPro Website and/or iPro Service (including, without limitation, any of your rights under this iPro User Agreement, or under any Additional Applicable Terms) without the prior written consent of Car-Part.com. A change in control of an iPro user (for purposes of this iPro User Agreement, a change in control of a iPro user shall mean any transfer, or series of transfers, or new issuances of a iPro user's stock or other equity interests such that a majority of such iPro user's outstanding stock or other equity interests is held by persons other than the current shareholders/equity holders of such iPro user) shall be deemed to be an assignment or transfer of your right to use our iPro Website and/or iPro Service. You agree to provide Car-Part.com not less than 30 days' prior written notice of any change in control of an iPro user. Any assignment or transfer (or attempted assignment or transfer) of your right to use our iPro Website and/or iPro Service without Car-Part.com's prior consent shall be void ab initio and your right to use our iPro Website and iPro Service shall be immediately terminable at the option of Car-Part.com. In the event that any provision of this iPro User Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. Each of the provisions of this iPro User Agreement (including, without limitation, the provisions set forth in Sections 4 through 19 hereof) shall survive for an unlimited period of time and shall survive any termination or expiration of your right to access and use our iPro Website and/or iPro Service.

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