Global Parts Solution, LLC Web Site Terms of Use

1. Acceptance of Terms: Access to Site
   Global Parts Solution, LLC ("GPS") provides services through its web site that allow you to use or access a large amount of information on the World Wide Web relating to sourcing parts and disposing of surplus inventory. By accessing and using this site and the services and information offered through this Site, including without limitation, the GPS databases, filters, summaries, contact information and the various links provided through this site ("Site"), you agree to be legally bound by and to comply with the following terms and conditions and any other terms and conditions posted on any individual page of the Site ("Terms").
   
   IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT ACCESS OR USE THE SITE.
   
   The Terms may be amended by GPS from time to time without notice to you. You agree to review these Terms from time to time and that your continued use of the Site and/or the services provided herein constitutes your acceptance of any such revised Terms. Use of particular services or materials, including but not limited to the Software, may be subject to additional terms and conditions that will be made available to you by GPS in connection with such services or materials. GPS may modify or discontinue the Site (or any part thereof) and may add materials to or remove materials from the Site with or without notice to you. GPS will not be liable to you or to any third party for any modification or discontinuance of the Site or removal of content from the Site. You may not reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes other than those expressly authorized to you in writing by GPS, any portion of the Site, use of the Site, or access to the Site.
   
   
2. Patent, Trademark, Copyright, Trade Secret and Other Rights
   The Site and its contents are protected by copyright, trademark, patent and other applicable laws and international treaties. Your use of this site indicates your acknowledgement that the Site contains information, data, software, business methods, photos, video, text, graphics, music, sounds or other material without limitation (collectively, "Content") that are protected by copyrights, patents, trademarks, trade dress, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or here after developed. All Content is copyrighted as a collective work under the U.S. and International copyright laws, and GPS owns a copyright in the selection, coordination, arrangement and enhancement of such Content. Portions of the Content are individually copyrighted under U.S. and International copyright laws. The Global Parts Solution, LLC name, GPS, the GPS graphics used, and other GPS tradenames and logos are exclusively owned by GPS and are not licensed for any other use. All other trademarks appearing on the Site are trademarks of their respective owners. Use of the intellectual property of others without their express written permission is strictly prohibited.
   
   The search engines, companies and sites to which GPS links may also have additional proprietary rights in the content that they make available through this Site or through GPS. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the Content, in whole or in part, except that you may download one copy of the materials on any single computer for your personal, non-commercial home use only, provided you keep intact all copyright and other proprietary notices. Modification of the materials or use of the materials for any other purpose, including use of any such material on any other web site or networked computer environment is strictly prohibited.
   
   You may establish a hypertext link to a page from this Site from your World Wide Web site so long as the page containing the link properly attributes the linked site to GPS and does not in any way imply GPS's sponsorship of your site. However, you may not, without obtaining GPS's written permission, republish, redistribute or otherwise make any copies of the materials on the Site, as a part of the link, including by framing or similar means, or otherwise without express written permission from GPS.
   
   In the event you download any software provided by GPS, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") are licensed to you by GPS. GPS does not transfer title to the Software to you. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form.
   
   Nothing on any GPS Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark right or copyright without the written permission of the trademark or copyright owner.
   
   
3. Content Displayed by GPS
   The information included on or linked to through the Site are developed by people and companies over whom GPS exercises no control ("Third-Party Content"). While it is our intent and we make reasonable efforts to provide the most up to date and valuable information we can provide, the information we rely upon may contain errors, limitations or other problems. Additionally, we make every reasonable effort to prevent posting of links on our Site that some people find objectionable, inappropriate, or offensive. However, we cannot guarantee that the information provided by third parties, or the content obtained through a link to Third-Party Content does not contain errors, limitations or other problems, or that it is not objectionable, inappropriate, or offensive. We assume no responsibility for accuracy, adequacy, reliability, completeness, suitability, applicability, integrity or quality of such Third-Party Content.
   
   Access to, and use of, this Site, its related services, and the Content of each is at the risk of the user. If we have provided links to certain other World Wide Web sites, such links are solely for your convenience. GPS is not responsible for (a) errors or omissions in Third Party Content, (b) offensive, objectionable or defamatory Third Party Content, or (c) loss or damage of any kind incurred as a result of Third Party Content. Any opinion, advice, statement or other information or content expressed or made available by Third Party Content are those of the Third Party and are not endorsed by GPS, its parents, or subsidiaries, successors and assigns. Under no circumstances shall GPS or its affiliates, or any of its officers, directors, employees or agents be liable for any loss, damage or harm caused by your reliance on information obtained through the Site. It is your responsibility to evaluate the information, opinion, advice or other Content available through the Site. You will bear responsibility for all risks associated with your use of any Third Party Content posted on or accessible through the Site. Further, it is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, Trojan horses and other items of a destructive nature.
   
   Additionally, much of the information we provide on our site is based upon the information provided by Third Parties. We make no representations, warranties, or any guarantee whatsoever as to the accuracy, adequacy, reliability, completeness, suitability or applicability of the information provided through the Site.
   
   GPS occasionally receives requests from people to remove information from its Site. GPS reserves the right to address such requests individually. Upon receipt of a request to remove information or links to other sites, GPS will consider each request on a case-by-case basis.
   
   
4. GPS Membership
   Some users of information on this site have varying levels of GPS membership. The level of GPS Membership you have chosen designates the level of information you can access on the GPS Site. Based upon your GPS Membership level, you may be bound by certain additional rules, guidelines and restrictions pertaining to the additional information access and enhanced services available. For all GPS Members, adhering to these Web Site Terms of Use is imperative to your maintaining your GPS Membership and to utilizing the site capability and services. Your continued GPS Membership is also conditional upon your meeting any additional rules, guidelines or restrictions imposed by your GPS Membership level. The Terms of Use for this Web Site as well as the Terms imposed by your GPS Membership level may change at any time without notice to you.
   
   Under no circumstances are you to use the GPS email sourcing program as a sales tool to send out emails soliciting to sell your own product. Your membership will be considered void if you email sales, promotional or other marketing information from Global Parts Solution, LLC website without written, notarized permission from GPS. Failure to follow the System Rules could lead to your GPS Membership and access to the GPS services and information being suspended, and loss of your GPS Membership dues or fees.
   
   
5. Privacy Policy
   Information you provide to GPS is subject to our Privacy Policy. For more information, please read our full Privacy Policy available on our Site.
   
   
6. Online Conduct
   You may only use this Site for lawful purposes and in compliance with all applicable local, state, national and international laws. Unacceptable conduct on this Site includes, without limitation, harming minors in any way; interfering with or disrupting the Site or servers or networks connected to the Site; violating the regulations, policies or procedures of networks or Web sites connected or linked to the Site; attempting to gain unauthorized access to the Site, other accounts, computer systems or networks connected to the Site, attempting to redirect traffic away from this site, or attempting to collect or store personal data about other users of the Site.
   
   
7. User Content
   You are solely responsible for all content that you submit to the Site, including without limitation, the content of any queries that you submit ("User Content"). You acknowledge that GPS does not pre-screen User Content, but may collect and store User Content for purposes of recording the frequency and content of queries and assembling a database of ranked and categorized queries in order to enhance the Site, its Content and services. You acknowledge and agree that GPS may preserve User Content and may also disclose User Content if required to do so by law or if GPS considers doing so to be reasonably necessary to (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any User Content violates the rights of third parties; or (d) protect the rights, property, interests or safety of GPS, its Site users, connected networks or the public.
   
   
8. Disclaimer of Warranties
   GPS disclaims any and all responsibility and/or liability for the accuracy, completeness, legality, reliability, operability and availability of any Content or services available on or through the Site. GPS further disclaims any responsibility for the deletion, failure to store, misdelivery or untimely delivery of any information or material. GPS disclaims any and all harm resulting from downloading or accessing any information or material on or through the Site and assumes no liability or responsibility for any errors or omissions in such content. You bear all risk associated with any content and services that you access through the Site.
   
   THE SITE, ITS SOFTWARE AND ALL SERVICES AND CONTENT PROVIDED THROUGH IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH NO WARRANTIES WHATSOEVER. GPS AND ITS LICENSORS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY AND OTHER WARRANTIES OF EVERY KIND, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. GPS DOES NOT WARRANT THAT (I) THE SITE, ITS CONTENT OR SERVICES WILL BE TIMELY, SECURE, RELIABLE, UNINTERRUPTED, OR ERROR FREE, OR (II) DEFECTS IN THE SITE, ITS CONTENT OR SERVICES WILL BE CORRECTED; OR (III) THE SITE, ITS CONTENT OR SERVICES WILL MEET YOUR EXPECTATIONS OR NEEDS. GPS WILL NOT BE RESPONSIBLE FOR ERRORS, OMISSIONS, INTERRUPTIONS, DELETIONS, DEFECTS, AND DELAYS IN OPERATION OR TRANSMISSION, COMMUNICATION LINE FAILURE, OR COMPUTER VIRUSES ASSOCIATED WITH THE OPERATION OF THE SITE, SERVICES OR CONTENT. GPS AND ITS LICENSORS DISCLAIM ANY WARRANTIES FOR ANY INFORMATION OR OPINION OBTAINED THROUGH THE SITE, ITS LINKS OR SERVICES. GPS AND ITS LICENSORS DISCLAIM ANY WARRANTIES FOR PARTS, PRODUCTS, SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE GPS SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE SITE AND SERVICES, AS WELL AS INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED IN THE GPS SITE AND SERVICES. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO PORTIONS OF THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.
   
   
9. Limitation of Liability
   YOUR USE OF THE SITE AND USE OF THE SERVICES AND CONTENT IS AT YOUR OWN RISK. NEITHER GPS NOR ANY OF ITS OFFICERS, EMPLOYEES, OR AGENTS WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE SITE, SERVICES OR CONTENT, WHETHER UNDER A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE LIABILITY OF GPS OR ITS AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE) EXCEED $100, REGARDLESS OF WHETHER SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROVISIONS IN THIS SECTION 9 MAY BE LIMITED BY PROVISIONS OF APPLICABLE LAW.
   
   
10. Indemnity
    By using this Site, you agree to indemnify GPS and its parents, subsidiaries, affiliates, directors, officers, employees and agents and hold them harmless from and against any and all claims, expenses, damages and losses arising out of or relating to your use of the Site and/or Services, violation of the these Terms, or violation of the rights of any third party.
    
    
11. Dealings with Advertisers
    Your correspondence or business dealings with or participation in promotions of advertisers, persons or businesses found on or through the Site, including payment and delivery of related goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser/person/business. You agree that GPS shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the presence of such advertisers/persons/businesses on the Site. GPS expressly disclaims any endorsement of any businesses, parts, persons, products or services provided by third parties on or through the Site.
    
    
12. Termination
    GPS may terminate your access to services at any time, with or without notice to you, and delete any and all information, communications or User Content. Reasons for such termination include, but are not limited to, conduct that GPS, in its sole discretion, believes violates these Terms. You agree that GPS shall not be liable to you or any third party for any termination of your access to the Site, its Content or its services.
    
    
13. Monitoring
    GPS will have the right (but not the obligation) to monitor the Site to determine compliance with these Terms and any GPS operating rules, and to satisfy any law, regulation or government request.
    
    
14. Other Miscellaneous Terms
    If you would like the preceding Terms of these Terms of Use mailed to you, please send a letter to Global Parts Solution, LLC, 8340 N. Thornydale Road, Suite 110-321, Tucson, AZ 85741-2295. If you are an Arizona resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information. We ask that you bring service problems to our attention.
    
    If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be deemed stricken, and the remainder of the Terms of Use shall continue in full force and effect. Any waiver by GPS of the performance or satisfaction of any provision hereof will not be considered to be a waiver of any other similar or dissimilar covenant or condition hereunder, nor will it be considered a continuing waiver of the same provision in the future. We reserve the right to amend, alter or modify these Terms, at any time or in any manner. No modification of these Terms by you shall be valid or binding on GPS unless GPS agrees to it in writing.
    
    Any suggestions to improve our Site, its Content and/or services, and any other information you transmit to us regarding the operation of the Site, its Content and/or services are the exclusive property of GPS. You may not assign your rights or delegate your duties under these Terms at any time. We may assign our rights and delegate our duties under these Terms either in whole or in part at any time, in our sole discretion, and without your consent.
    
    The laws of the State of Arizona, exclusive of the choice of law provisions, shall govern any claim relating to this Site or your use of this Site. You further agree that any legal action or proceeding concerning the Site, its Content or services between you and GPS or its affiliates shall be brought exclusively in a federal or state court of competent jurisdiction located in Pima County, Arizona. But for certain additional terms that may be added in relation to your GPS Membership level, these Terms constitute the entire agreement between you and GPS with respect to the use of the Site, its Content and services, and supersedes any and all prior and contemporaneous agreements and understandings between you and GPS with respect to your use of the Site, its Content and services.