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TERMS AND CONDITIONS

For using the NADPE

 

TERMS OF USE

READ THE FOLLOWING TERMS OF USE CAREFULY.

The following terms of use (“Terms of Use”) govern your use of www.nadpe.com and the Desktop Widget/Software available for download thereon (the “Website”) and the Services (defined below).

BY ACCESSING OR USING THIS WEBSITE OR THE SERVICES, YOU ARE ENTERING INTO A BINDING AGREEMENT WITH NORTH AMERICAN DEALER PARTS EXCHANGE INC. THESE TERMS OF USE, INCLUDING INFORMATION REGARDING TRANSACTION FEES, MAY CHANGE. PLEASE REVIEW THESE TERMS OF USE BEFORE COMPLETING A TRANSACTION.

ABOUT OUR MARKETPLACE

North American Dealer Parts Exchange Inc. (“NADPE” “we”, “us”, “our”) provides a parts trading/sales marketplace (“Services”). NADPE’s Services are available only to automotive dealerships and their parent corporations in Canada and the United States that have been accepted by NADPE to become a Member of the marketplace (“Members”). Acceptance by NADPE to Membership on the marketplace is not an endorsement by NADPE of the dealership’s ability to trade, sell, or purchase items, or a guarantee that the dealership will actually complete a confirmed transaction, ship the items, or pay for the items.

Once accepted as a Member, a dealership or corporation may assign employees (“Users”) to use NADPE on the Member’s behalf and such users are also bound by these Terms of Use.

There is no cost for registering or for listing the parts you want to acquire or want to dispose of. However, NADPE charges a transaction fee on accepted trades, purchases and sales. As a marketplace, NADPE does not own, sell, or trade the items listed on the Website and is not directly involved in the transactions between Members.

NADPE HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE EXISTENCE, QUALITY, SAFETY, SPECIFICATIONS, OR MERCHANTABILITY OF THE ITEMS LISTED, THE TRUTH OR ACCURACY OF THE LISTING, THE ABILITY OF THE MEMBER TO TRADE OR SELL THE ITEM LISTED FOR TRADE OR SALE, OR THE ABILITY OF THE MEMBER TO PURCHASE THE ITEM. ANY TRADE AGREEMENT OR CONTRACT OF SALE IS DIRECTLY BETWEEN THE MEMBERS. NADPE DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT A MEMBER WILL ACTUALLY COMPLETE A CONFIRMED TRANSACTION, SHIP THE ITEMS, OR PAY FOR THE ITEMS.

OWNERSHIP/RESTRICTIONS ON USE

The Website is owned and operated by North American Dealer Parts Exchange Inc. Any and all content, data, graphics, photographs, images, audio, video, software, trademarks, service marks, trade names and other information (collectively, the “Content”) contained in this Website are proprietary to NADPE, its affiliates and/or third party licensors. The Content is protected by Canadian and international copyright and trademark laws.

Product, brand and company names and logos used, displayed or referenced on this Website may be the trademarks or registered trademarks of their respective owners. Any use of any trademarks appearing on this Website without the express written consent of the owner of the trademark is strictly prohibited.

© North American Dealer Parts Exchange Inc. 2017. All rights reserved.

You may download, print and reproduce the Content for your own informational purposes provided you agree to maintain any and all copyright or other proprietary notices contained in such Content, and that you cite NADPE as the source of such Content. Any other use of the Content in whole or in part, including but not limited to adapting, displaying, distributing, publishing, storing in a retrieval system, transmitting, converting, copying or issuing copies, lending or reproducing the Content in any other form or by any other means whatsoever, whether electronic or otherwise, and including making the same available to or via the internet or wireless technology or authorizing any of the foregoing without the prior written consent of NADPE, is strictly prohibited. To obtain written consent for such reproduction, please contact us at info@nadpe.com.

You agree that if you upload any content to the Website you have all necessary rights, title and interest, including copyright, over the content. By uploading the content, you agree you have the right and authority to, and are hereby deemed to grant to NADPE and its affiliates, a non-exclusive, royalty-free, worldwide, unrestricted, irrevocable and unlimited right and permission, but not the obligation, to utilize, distribute, publish, exhibit, digitize, broadcast, display, reproduce, prepare derivative works of, and otherwise exploit such uploaded content in any and all manner and media throughout the world and in perpetuity for the purpose for which the content was uploaded other uses deemed by NADPE or its affiliates in their sole discretion to be reasonable and prudent uses for the purpose of furthering its valid business objectives. You understand that any such content may be edited in the sole discretion of NADPE.

You agree that you will not (i) interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website; (ii) take any action that imposes or may impose, as determined by NADPE in its sole discretion, an unreasonable or disproportionately large load on NADPE’s infrastructure or that of any of its third party providers; (iii) bypass any measures NADPE may use to prevent or restrict access to the Website or other accounts, computer systems or networks connected to the Website; (iv) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of any proprietary software used to provide, maintain, or otherwise applicable to the Website; (v) use any robots, spiders, or similar data mining, data gathering or extraction tools or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Website, including for the purpose of collecting data from the Website to create or compile, directly or indirectly, in whole or in part, a collection, compilation, database or directory without the express permission of NADPE; (vi) use the Website in connection with, any illegal purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or as otherwise prohibited by these Terms of Use or applicable laws, rules or regulations; or (vii) track or seek to trace, harvest or compile any information on any other person who visits the Website.

DESKTOP WIDGET/SOFTWARE

The Website offers for download a Desktop Widget/Software application that displays, receives, collects, and sends information related to your account. It provides a single-point-of-contact with NADPE, and NADPE’s marketplace as well as direct access to your NADPE dashboard.

NADPE grants you a royalty-free, non-exclusive, non-transferable, non-sublicensable, limited license to install and use copies of our Desktop Widget/Software on one or more computers that are owned and/or operated by your dealership or company, solely to be used in connection with the Services. The software is protected by copyright and other intellectual property laws and treaties, and is owned by us or our service providers. All right, title, and interest in and to the Desktop Widget/Software, including all intellectual property rights therein, shall remain the exclusive property of NADPE and/or its Licensors, or Service Providers. You agree that you will not copy, attempt to reverse engineer, modify, translate or disassemble the Desktop Widget/Software in whole or in part. You may make one copy of the Desktop Widget in machine-readable form for backup purposes only for each computer on which it is running; provided that the backup copy must include all copyright or other proprietary notices contained on the original. You agree that in obtaining, installing, running, or otherwise making use of the Desktop Widget/Software, you will abide by all applicable laws, including without limitation intellectual property laws and export control laws. You acknowledge and agree that the Desktop Widget/Software is licensed, not sold.

We may automatically check your version of the Desktop Widget and update it to improve its performance and capabilities at anytime.

LINKING

The Website might offer you links to other sites on the Internet that are owned and operated by third parties and therefore not affiliated with us. Please understand that such linked websites are independent from NADPE, and NADPE has no control over the content of such websites. Consequently, NADPE cannot be held liable and makes no warranty or representation whatsoever as to the accuracy, timeliness and/or completeness of the information contained on such websites. Such websites may be governed by terms and conditions different from those applicable to our Services, and we encourage you to review the terms and privacy policies of those third parties before using their websites.

The links which we might place on our Website do not imply that we sponsor, endorse or are affiliated or associated with, or have been legally authorized to use any trade-mark, trade name, service mark, design, logo, symbol or other copyrighted materials displayed on or accessible through such sites.

NO AGENCY

NADPE provides a dealer marketplace platform only. No agency, partnership, joint venture, employee/employer or franchis or franchisee relationship is intended or created by your use of NADPE’s Services.

DISCLAIMER

YOUR USE OF THE WEBSITE AND THE SERVICES IS ENTIRELY AT YOUR OWN RISK. NADPE DOES NOT CONTROL THE CONTENT OF LISTINGS BY ITS MEMBERS. THIS WEBSITE, INCLUDING THE CONTENT AND SERVICES PROVIDED HEREIN, IS BEING PROVIDED ON AN “AS IS” BASIS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NADPE AND ITS AFFILIATES, DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING THE WEBSITE, THE SERVICES, THE ELIGIBLE PARTS LISTED BY OR DELIVERED BY A MEMBER, AND RELATED MATERIALS, INCLUDING ANY WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY AND NON-INTERFERENCE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION. NADPE AND ITS AFFILIATES DO NOT WARRANT THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS OR QUALITY OF THE WEBSITE, THE SERVICES, OR THE LISTINGS OF ANY MEMBERS, INCLUDING CONTENT POSTED ON OR LINKED FROM THE WEBSITE OR THE SERVICES. NADPE AND ITS AFFILIATES DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION OR THAT THE WEBSITE AND SERVICES WILL MEET YOUR REQUIREMENTS. YOU ASSUME ALL RISKS ASSOCIATED WITH USING OR RELYING ON THE WEBSITE AND SERVICES, INCLUDING ANY LISTINGS BY MEMBERS.

THE APPLICATION OF ANY UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS AND ANY ENABLING LEGISLATION IS HEREBY DISCLAIMED.

LIMITATION OF LIABILITY

TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW, THE ENTIRE CUMULATIVE LIABILITY OF NADPE AND ITS AFFILIATES, AND YOUR EXCLUSIVE REMEDY FOR ALL MATTERS OR CLAIMS ARISING FROM OR RELATING TO THE WEBSITE AND THE SERVICES SHALL BE LIMITED TO THE AMOUNT PAID BY AND/OR DUE FROM YOU, IF APPLICABLE, FOR THE SERVICES IN THE PRECEDING SIX MONTHS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NADPE AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY (A) DIRECT, INDIRECT, SPECIAL, INCIDENTAL PUNITIVE, CONSEQUENTIAL, DAMAGES ON ACCOUNT OF LOSS OF PROFITS, OR OTHER DAMAGES ARISING OUT OF OR RELATING TO A COMPLETED OR NON-COMPLETED TRANSACTION BETWEEN MEMBERS OR ANY MISREPRESENTATION BY A MEMBER, INCLUDING WITH RESPECT TO THE SPECIFICATIONS AND MERCHANTABILITY OF ANY PARTS LISTED ON THE WEBSITE OR THE SUBJECT OF ANY TRANSACTION WITH A MEMBER; (B) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES ON
ACCOUNT OF LOSS OF PROFITS ARISING OUT OF OR RELATING TO THE USE OF THE WEBSITE OR SERVICES; (C) DAMAGES
RELATING TO TELECOMMUNICATION FAILURES, INTERNET AND ELECTRONIC COMMUNICATIONS DELAYS OR LIMITATIONS, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF REVENUE OR PROFITS; ARISING OUT OF OR CONNECTED IN ANY WAY WITH THE WEBSITE OR SERVICES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY IRRESPECTIVE OF WHETHER THE ALLEGED LIABILITY IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF NADPE OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

INDEMNITY

You agree to indemnify and hold harmless NADPE, its affiliates, officers, employees, agents, licensors, and Service Providers from and against any and all losses, expenses, damages, claims, fines, penalties, costs and liabilities (including all legal and accounting fees), arising from or relating to (a) your use of the Website and Services, (b) any representation or misrepresentation by you in any content that you (or anyone acting under your password or user name) submit, post, transmit or make available on the Website or through the Services, including with respect to the specifications or merchantability of the parts listed on the Website or subject to a transaction with another Member, (c) your completion or failure to complete a transaction with another Member, and (d) any violation by you of these Terms of Use.

CHANGES AND TERMINATION

NADPE reserves the right at any time and from time to time to modify or discontinue, terminate, suspend, restrict, or prohibit, temporarily or permanently, the Website and Services, or your Account (or any part thereof) with or without notice. NADPE reserves the right to change these Terms of Use at any time and to notify you by posting an updated version of the Terms of Use on this Website. You are responsible for regularly reviewing the Terms of Use, including, without limitation, by checking the date of “Last Update” at the bottom of this document. Continued use of the Website after any such changes shall constitute your consent to be bound by such changes, with continued provision of the use of the Website constituting consideration from NADPE to you for so being bound.

APPLICABLE LAWS

All disputes raised against NADPE arising out of or in connection with this agreement, or in respect of any legal relationship associated with or derived from this agreement, shall be finally resolved by arbitration pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. The place of arbitration shall be the City of Calgary, in the Province of Alberta, Canada. The language of the arbitration shall be English. Nothing herein shall preclude NADPE from seeking injunctive relief, mandatory orders, or specific performance or other relief in any competent jurisdiction. If any provision of the present Terms of Use shall be unlawful, void, or for any reason unenforceable, then such provision shall be severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

These Terms of Use and any and all other legal notices or statements posted on the Website constitute the entire agreement between you and NADPE with respect to the use of the Website and Services, including the Content.

NOTICE

Notices to you may be made via email or regular mail, or in cases of changes to these Terms of Use or to the services offered by the Website, by posting notices or links to such notices on the Website itself.
Notices to NADPE are to be made in writing to 15th Floor, Bankers Court, 850 – 2nd Street SW Calgary, AB, T2P 0R8, Canada.
If you have any questions or comments regarding these Terms of Use please contact us at info@NADPE.com.

LANGUAGE

It is the express wish of the parties that these Terms of Use be drafted in English. Les Parties aux présentes ont expressément demandé que ces modalites d’utilisation du Site Web soient rédigés en anglais.

Last updated November, 2017