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AUTO PARTS FOR LESS TERMS OF SERVICE
This Agreement memorializes the terms of service between Auto Parts 4 Less, Inc., Owner, (designated herein as “AP4L”) and , Client (designated herein as “User”). User seeks to utilize the software, goodwill, technology and advertising benefits of the websites and portals, and associated services, offered and maintained by AP4L (designated herein as “AP4L Services”) for sales of User’s goods, products and services. To this effect, the parties herein voluntarily enter into this Agreement, which sets forth the terms of service that govern User’s access to, and use of, AP4L Services.
By registering for or using the AP4L Services, User (on behalf of itself and the business(es) it represents) agrees to be bound by the terms of this Agreement, including any and all Appendices and modifications to the same. AP4L will allow and enable User to list its goods, products and services on one or more of its websites or portals, which are maintained by AP4L as part of AP4L Services, and will allow User to conduct merchandising and promote its goods, products and services in accordance with this Agreement.
The websites, portals and other affiliated products offered by AP4L Services are defined in Appendix “A”.
- Requirements To Enroll
To begin use of the AP4L Services, User must complete the registration process and be approved to use the AP4L Services (such registration is attached hereto as Appendix “B”). User must be a registered business, whether a corporation, partnership, joint venture, sole proprietorship, or other organization form recognized by User’s state of domicile (the state where incorporated, or the state where it has its principal place of business, if different), and must be licensed, insured, and in compliance with any and all laws of such state of domicile. Use of the AP4L Services is limited to parties that can lawfully enter into and form contracts under the applicable laws of their state of domicile and United States law. User agrees that it will provide the current name as it appears on its formation or organization documents, as well as a current street address for its principal place of business, and that such address may not be a post office box, mailbox service, concierge office of office sharing complex. Further, User agrees to provide a current phone number and e-mail address used to conduct business, as well as any other information AP4L may request.
- User’s Duties
User affirms that both the organization of its business, as well as the conduct of its business, are legal in the User’s state of domicile, the State of Nevada, and in the United States. User agrees that it will only sell goods on the AP4L website as described in the scope of this contract and as described in the User Disclosure Of Its Goods And Services, which is attached hereto as Appendix “C”. Because the list of goods in Appendix “C” may not be complete, User commits that in its use of the AP4L Services, a) it will not offer for sale, or sell any goods, products or services listed in Appendix “D”, or otherwise deal in prohibited, illegal or immoral goods, b) it will not be involved in any illegal or immoral business practices, c) it will not be involved in any violation of state, federal or international intellectual property laws, and d) it will be in compliance with all local, state and federal and international laws with respect to its products, services, business practices and intellectual property.
4A. Business Practices
User will source, offer, sell and fulfill User’s goods, products and services, in accordance with the terms of this Agreement, and all relevant terms regarding the sales transaction will be provided by User and displayed on the applicable AP4L Services website or portal at the time of the order. User is solely responsible for, and bears all risk for its transactions.
User agrees to package each of its goods, products or services in a commercially reasonable manner, complying with all applicable packaging and labeling requirements of the United States Postal Service, or the shipping service used, and ship each of User’s Products on or before the shipping date it discloses on the applicable AP4L Services website or portal. Users agree to use industry standard packaging, both in method and in quality of packing materials. User will retrieve information on its orders at least once each business day.
User will only cancel transactions as permitted pursuant to this Agreement, or according to terms and conditions that appear on the applicable AP4L Services website or portal at the time of the applicable order. User will fulfill its products promptly, and will provide to AP4L information regarding fulfillment and order status and tracking (to the extent available). User will comply with all delivery date and delivery instructions.
User will ensure that User is the seller of each of User’s goods, products and services. Fulfillment of sales on AP4L Services by undisclosed parties is strictly forbidden, unless specific written approval has been requested of, and obtained from, AP4L. User will include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of User’s products. User will identify itself as the seller of each of User’s goods, products and services on all packing slips or other information included or provided in connection with User’s goods, products and services and as the person or entity to which a customer may return the good, product or service. User will not send customers emails confirming orders of User’s gods, products or services, except as needed for scheduling of a service or delivery.
User agrees to employ best efforts to correctly and accurately identify each good, product or service it offers through AP4L Services, including any and all details related to size, quality, materials, color and potential uses, as well as all details of the services it provides. For each good, product or service it offers through AP4L Services, User agrees to accurately state whether such good, product or service is in stock or available, or is out of stock or unavailable.
User agrees to price its products, shipping costs and any other costs in a straightforward and clear manner, and User agrees that any and all handling charges are strictly prohibited, as are any other undisclosed fees and costs. Any shipping cost for any good or service must quote the actual cost if ascertainable, and if not ascertainable, must explicitly state that such cost is an estimate, and must provide an accurate potential range of costs for such shipping. Any costs or fees related to returns, credits or chargebacks is delineated below in section 4C.
User agrees that it will provide accurate and complete product information for each product or service that it offers through any AP4L website and User agrees to promptly update that information as necessary to ensure it at all times remains accurate and complete. User agrees to employ best efforts to be accurate in any estimates it provides relative to handling/shipping preparation time, and must provide its best and most accurate estimate of shipping times.
User acknowledges that this Agreement only grants it the ability to use the AP4L Services to sell goods that it owns. Insofar as User desires to sell goods that my be owned by a third party, or sell goods upon which there may be a lien, such goods may not be sold unless and until approval is granted by AP4L. AP4L reserves the right to 1) reject the sale of such goods, or 2) place conditions upon the use of AP4L Services to sell such goods. Such conditions may include any of the following: require indemnification for any losses AP4L may suffer, whether to the purchaser of the good, the owner or lienholder or to any third parties.
AP4L may, at any time, require User to provide any financial, business or personal information it may request to verify User’s identity, whether or not the purpose of such inquiry is requested by an outside, third party or governmental entity. User authorizes AP4L to obtain from time to time consumer credit reports to establish or update User’s seller account or in the event of a dispute relating to this Agreement or the activity under User’s seller account. User agrees to update all seller account information promptly upon any change to the same.
4B. Prohibited Products And Services
User acknowledges that AP4L Services may not be used to offer for sale any good, product or service that is prohibited by any local, state or federal law. Where a good, product or service is prohibited in some jurisdictions, but is not prohibited in other jurisdictions, prior to offering for sale such good or service, User must present a proposal to AP4L that demonstrates its ability to comply with all local, state and federal laws with regards to that good, product or service, and detail the precautions it will take to prevent accidental violations. Such proposal must be approved by AP4L prior to User offering for sale such good or service. While it is by no means exhaustive, AP4L offers a list of such prohibited products in Appendix “D”. In addition to the above, AP4L reserves the right to forbid the sale of any good or service that is unrelated to the goods, products and services disclosed in Appendix “C”, or that it deems controversial, or which is outside the scope of goods, products or services AP4L deems appropriate for AP4L Services.
Moreover, if User offers a good or product for sale on AP4L Services that requires a warning under California Health & Safety Code Section 25249.6 (a “Proposition 65 Warning”), User agrees to (a) provide AP4L with a copy of such warning that is compliant with that statute, and (b) agrees that the display of a Proposition 65 Warning by AP4L on a product page is confirmation of receipt of that warning, and (c) that such warning will only be revised or removed for a product when the prior warning is no longer legally required.
4C. Returns, Adjustments, Credits And/Or Chargebacks, Customer Service
User agrees that its use of AP4L Services is subject to the Returns, Adjustments, Credits And/Or Chargebacks Policy, attached hereto as Appendix “E”.
User agrees that AP4L will have no customer service obligations other than to pass any inquiries from AP4L Services to the attention of User, according to the notice provisions herein, and that User will be responsible for all customer service issues relating to packaging, handling and shipment, and customer returns, refunds, and adjustments related to products sold through AP4L Services. Any payment issues arising from any return, adjustment, credit or chargeback will be handled in accordance with Section 7, below.
User will defend, indemnify, and hold harmless AP4L, and its officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to (a) User’s non-compliance with applicable laws; (b) User’s goods, products and services, including the offer, sale, fulfillment, refund, cancellation, return, or adjustments thereof, (c) User’s advertising and/or promotional materials, or any information from User conveyed to the general public, and any actual or alleged infringement of any intellectual property rights by any of the foregoing, (d) any personal injury, death (to the extent the injury or death is not caused by AP4L), or property damage related thereto; (e) User’s taxes and duties or the collection, payment, or failure to collect or pay User’s taxes or duties, or the failure to meet tax registration obligations or duties; (f) actual or alleged breach of any representations User has made to AP4L or to any user or consumer of the AP4L Services, and (g) any other tort, including, but not limited to, fraud, misrepresentation and defamation.
AP4L will defend, indemnify, and hold harmless User and User’s officers, directors, employees, and agents against any third-party Claim arising from or related to: (a) AP4L’s non-compliance with applicable Laws; or (b) allegations that the operation of an AP4L Site infringes or misappropriates that third party’s intellectual property rights, insofar as the operation does not involve any advertising and/or promotional materials generated by or posted by User. If any indemnified claim might adversely affect AP4L, it may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at its own expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given mailed by regular, certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed. Any such notice must be directed to the following addresses:
For User: For AP4L:
Phone Number: Phone Number:
Notice, under this subsection, may not be given by electronic mail (email) or by telephonic communication unless permission to do so has been specifically granted by AP4L.
The parties to this Agreement will submit all disputes arising under this agreement to arbitration in Las Vegas, Nevada, before a single arbitrator of either the American Arbitration Association (“AAA”) or JAMS. The arbitrator shall be selected by application of the rules of either AAA or JAMS, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law Nevada. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section, and any legal challenge to the result of the arbitration, or any decision rendered by the arbitrator shall be filed in the state courts of Nevada. Nothing contained herein shall prevent any party from obtaining an injunction where factually and legally justified. As stated more fully below in Section 16C, all disputes arising under this Agreement shall be governed by and interpreted in accordance with the laws of the state of Nevada, without regard to principles of conflict of laws.
- Fees To AP4L On User’s Sales
User authorizes AP4L to act as User’s agent for purposes of processing payments, refunds and adjustments for User’s transactions, collecting any applicable taxes, receiving and holding Sales Proceeds on User’s behalf, remitting Sales Proceeds to User’s Bank Account, charging User’s Credit Card, and paying AP4L and its Affiliates amounts User owes in accordance with this Agreement.
Upon the successful sale of a good, product or service, User authorizes AP4L to collect any and all fees associated with the sale of a good, product or service through the use of the AP4L Service, in accordance with the schedule of fees attached hereto as Appendix “F”. In addition, AP4L retains the right to deduct any amounts owed to AP4L by User arising out of any charge, credit, adjustment or chargeback as determined in Section 4C of this Agreement, or that may be due as taxes to any jurisdiction (tax matters are more fully discussed in Section 16F).
- Payments To User
Upon the completion of any transaction through any of the AP4L Services, monies for any good, product or service will be paid through PayPal. PayPal will deduct from the money paid for a) the AP4L fees (as described in Exhibit “F”), b) any applicable sales or other taxes, c) any fee or charge owed to PayPal, d) any deduction as required by this Agreement, or any other Agreement between AP4L and User, and e) any other fees as contemplated by the parties. The balance shall be paid to User in accordance with the PayPal terms of service. All payments contemplated by this Agreement will be made in U.S. Currency.
Payment and credit for returns will be handled in accordance with Appendix “E”.
- Term Of Agreement And Termination Of Agreement
The term of this Agreement will start on the date AP4L approves User’s completed application for use of AP4L Services, and continues until terminated by us or User as provided below. User may at any time terminate User’s use of any AP4L Service immediately on notice to AP4L in conformance with this Agreement. AP4L may terminate User’s use of any AP4L Services or terminate this Agreement for convenience with 30 days’ advance notice. AP4L may suspend or terminate User’s use of any AP4L Services immediately if we determine that (a) User has materially breached the Agreement and failed to cure within 7 days of a cure notice unless User’s breach exposes AP4L to liability toward a third party, in which case AP4L is entitled to reduce, or waive, the aforementioned cure period at its reasonable discretion; (b) User’s account has been, or AP4L identifies that it may be used for deceptive, fraudulent, or illegal activity; or (c) User’s use of the AP4L Services has harmed, or AP4L identifies that it might harm, other sellers, customers, or AP4L’s legitimate interests.
AP4L will promptly notify User of any such termination or suspension via the notice provisions in this Agreement, indicating the reason and any options to appeal, except where AP4L has reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable User to circumvent any safeguards. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that User will remain responsible for performing all of User’s obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and any and all obligations to maintain confidentiality, obligations for payments, obligations for arbitration, notice, business practices, returns and indemnity survive.
AP4L reserves the right to close dormant accounts. An account will be considered dormant if there is no activity (as determined by AP4L) in connection with User’s account for the period of time set forth in applicable unclaimed property laws (as determined by the State of Domicile of the User), or within 180 days, whichever is less. Upon a determination that an account is dormant, AP4L will hold proceeds on User’s behalf, and will notify User by means set forth in the notice provisions of this Agreement, or as required by state law, and provide User the option of keeping User’s account open and maintaining the proceeds in User’s account.
If User does not respond to AP4L’s notice(s) within the time period specified above, AP4L will send the proceeds left in User’s account to User’s state of residency, as determined by us based on the information in User’s Seller Account. If we are unable to determine User’s state of residency or User’s account is associated with a foreign country, User’s funds may be sent to the State of Nevada.
- License To Use Intellectual Property
User grants to AP4L a royalty-free, non-exclusive, worldwide right and license for the duration of User’s original and derivative intellectual property rights to use any and all of User’s advertising and promotional materials, including pictures, logos and copy for the mutual benefit of User and AP4L Services, whether for promotion of AP4L Services or promotion of User. User also grants to AP4L the right, power and ability to sublicense the foregoing rights to any affiliates and/or agents of AP4L.
In any case, AP4L will not alter any of User’s intellectual property from the form provided by User, without written permission, except to re-size trademarks to the extent necessary for presentation, and will comply with User’s removal requests sent to AP4L in accordance with the notice provisions in this Agreement.
Nothing in this Agreement will prevent or impair AP4L’s right to use User’s intellectual property without User’s consent to the extent that such use is allowable without a license from User or User’s affiliates or agents under applicable law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party). Any objection to the use of User’s intellectual property by AP4L must be conveyed according to the notice requirements of this agreement, and any such objection made more than 30 days after User is aware of such use will be waived.
User acknowledges that AP4L may use mechanisms that rate and/or give feedback on, or allow shoppers and customers to rate and/or give feedback on User’s goods, products and services, as well as User’s performance as a seller. Such ratings or feedback, when and if created, remain the property of AP4L, and AP4L may, at its discretion, make these ratings and feedback publicly available. While AP4L is under obligation to fairly and accurately represent any feedback or ratings received, nevertheless, AP4L will be under no obligation to remove or modify negative ratings, unless such ratings are demonstrated by User to be deceptive or fraudulent. User agrees that it will not, at any time, manipulate the ratings or feedback of itself, its goods, products or services, and will not, at any time, manipulate the ratings or feedback of any other seller, any user of AP4L Services, any customer or of AP4L itself. For purposes of this subsection, “manipulation” is described as any attempt to create, modify or delete a rating or feedback by any means other than an individual legitimate feedback or rating created by a purchaser of User’s goods, products or services. Such manipulation, if it occurs, is grounds for immediate termination of this Agreement, and AP4L reserves the right to seek reimbursement for the cost to investigate any such manipulation, as well as recover attorney’s fees and costs should such arise.
User will use best efforts to provide accurate information to AP4L regarding the status of any and all orders placed through AP4L Services, and AP4L will convey such information regarding the status of any and all orders for goods, products or services placed on its websites and portals to the end consumer/purchaser.
User may not issue any press release or make any public statement related to the AP4L Services, or use the name of AP4L, AP4L Services or its affiliates, or the trademarks, logos or other identifying intellectual property of AP4L or its affiliates in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between User and AP4L in any way. User may only use the "Available at AP4L" identification and logo, or any related identification or logo with permission, and in conformance with such permission.
- General Release And Limitation Of Liability
AP4L Services, including all content, software, functions, materials, and information made available on or provided in connection with such services, are provided "as-is." User, as a consumer of AP4L Service, including its websites and portals, does so at User’s own risk. AP4L disclaims: (i) any representations or warranties regarding this Agreement, the services or the transactions contemplated by this Agreement, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement; (ii) implied warranties arising out of course of dealing, course of performance, or usage of trade; and (iii) any obligation, liability, right, claim, or remedy in tort, whether or not arising from our negligence. AP4L does not warrant that the functions contained AP4L Services, its websites and portals will meet User’s requirements or be available, timely, secure, uninterrupted, or error free, and AP4L will not be liable for any service interruptions, software failures, system failures or other interruptions that may affect the receipt, processing, acceptance, completion, or settlement of any transactions, or that results in the interruption of User’s regular business.
Because AP4L is not involved in transactions between User and its customers, or other participant dealings, User agrees that if a dispute arises between one or more participants to such a transaction, each participant releases AP4L, its agents and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Further, AP4L will not be liable (whether in contract, warranty, tort (including negligence, product liability, or other theory), or otherwise) to User or any other person for cost of cover, recovery, or recoupment of any investment made by User or User’s affiliates or agents in connection with this Agreement, or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this Agreement, even if AP4L has been advised of the possibility of those costs or damages. Further, AP4L’s aggregate liability arising out of or in connection with this Agreement or the transactions contemplated will not exceed at any time the total amounts due and owing to AP4L arising out of User’s transactions that occurred during the prior six month period in connection with the particular service giving rise to the claim.
- Requirement To Maintain CGL Policy
User must secure and maintain Commercial General Liability Insurance, including bodily injury, property damage, products, personal and advertising injury, and completed operations. User must name AP4L as an additional insured under such policy for the entire length of the term of this Agreement. This insurance must provide coverage for all claims that may arise from performance of this Agreement. User is responsible for determining the minimum limits of liability necessary to provide reasonable financial protections to AP4L and its customers. AP4L reserves the right to require User to maintain other, additional insurance instruments, including, but not limited to, Product Liability and/or Vendor Indemnification, if deemed necessary by AP4L.
- Confidentiality Requirements Regarding AP4L’s Trade Secrets, Code and Intellectual Property
During the course of User’s use of AP4L Services, User may receive confidential information regarding the trade secrets of AP4L, including business practices and/or technology it has developed. User agrees that for the term of the Agreement and for 15 years after termination: (a) all such confidential information will remain AP4L's exclusive property; (b) User will use confidential information only as is reasonably necessary for User’s participation in the AP4L Services; (c) User will not otherwise disclose confidential information to any other person, entity, affiliate or agent, except as required to comply with the law; (d) User will take all reasonable measures to protect the confidential information against any use or disclosure that is not expressly permitted in this Agreement; and (e) User will retain confidential information only for so long as its use is necessary for participation in the AP4L Services or to fulfill User’s statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfillment of statutory obligations. The foregoing obligation does not restrict User’s right to share confidential information with a governmental entity that has legally and lawfully sought such information, and has jurisdiction over User, provided that User limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity.
- Electronic Security
User affirms its responsibility to maintain appropriate safeguards for the personal data of its customers, the customers of AP4L and the passwords it uses to access the AP4L Services.
14A. Confidentiality And Personal Data Of Customers
During the course of User’s use of the AP4L Services, User may receive confidential information about the customers of AP4L. Confidential information includes the identity, address, financial information of and other identifying factors of users of the AP4L Services, including details of the identity of the customer and the details of all financial transactions, whether or not such information has commercial value. User shall hold and maintain the confidential information in strictest confidence for the sole and exclusive benefit of AP4L. User shall carefully restrict access to confidential information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign non-disclosure restrictions at least as protective as those in this Agreement. User shall not, without prior written approval of AP4L use, for its own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of AP4L, any confidential information.
User acknowledges the general prohibition against the use of any personal data garnered through the AP4L Services, and that User may not sell such information without prior express permission of AP4L. User further acknowledges that such confidential information is the intellectual property of AP4L. User agrees that for the term of the Agreement and for 15 years after termination: (a) all such confidential information will remain AP4L's exclusive property; (b) User will use confidential information only as is reasonably necessary for User’s participation in the AP4L Services; (c) User will not otherwise disclose confidential information to any other person, entity, affiliate or agent, except as required to comply with the law, or as allowed by signed, binding nondisclosure restrictions; (d) User will take all reasonable measures to protect the confidential information against any use or disclosure that is not expressly permitted in this Agreement; and (e) User will retain confidential information only for so long as its use is necessary for participation in the AP4L Services or to fulfill User’s statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfillment of statutory obligations. The foregoing obligation does not restrict User’s right to share confidential information with a governmental entity that has legally and lawfully sought such information, and has jurisdiction over User, provided that User limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity.
User may not use customer personal data in any way inconsistent with applicable local, state, national or international law. User must keep customer personal data confidential at all times, however, the 15-year term limit stated above does not apply to User’s own internal, legal use of its customer’s personal data.
14B. Password Security
Any password provided by AP4L to User, for access to AP4L Services, may be used only during the term of this Agreement, and may only be used to access User’s portal, to electronically accept User’s Transactions, and review User’s completed transactions. User is solely responsible for maintaining the security of User’s password. User may not disclose User’s password to any third-party (other than third parties authorized by User to use User’s account in accordance with this Agreement) and User is solely responsible for any use of or action taken under User’s password, whether authorized or not. If User’s password is compromised, it must immediately change its password.
- Modification Of This Agreement
AP4L reserves the right to modify this Agreement, as it relates to User’s duties and responsibilities, upon minimum of 15 days’ advance notice in accordance with the notice provisions as set forth in this Agreement. However, AP4L may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect User’s use of the AP4L Services); or (c) to restrict products or activities that AP4L deems unsafe, inappropriate, or offensive. AP4L will notify User about any such change or modification in accordance with the notice provisions as set forth in this Agreement.
User’s continued use of the AP4L Services after the effective date of any change to this Agreement in accordance with this section will constitute User’s acceptance of that change. If any change is unacceptable to User, User agrees to notify AP4L of the same through the notice provisions of this Agreement, and agrees to discontinue use of the AP4L Services and to end the Agreement as described herein. All other modifications to this Agreement shall be in writing, signed by the parties, and will take effect as directed by such writing.
- Additional Terms
16A. No Agency, Partnership, Joint Venture Or Other Employment Or Franchise Relationship Exists Between The Parties
The parties agree that the terms of this Agreement were reached as a result of arms length negotiation, and that each retains its own status as a separate legal entity. The parties further agree that User and AP4L are independent contractors, and nothing in this Agreement, nor in the course of conduct contemplated by this Agreement, will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between User and AP4L. User will have no authority to make or accept any offers or representations on behalf of AP4L, nor bind it to any contract without specific, express permission of AP4L. This Agreement does not create an exclusive relationship between User and AP4L, and nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of AP4L, User, and their customers.
16B. Agreement Not Assignable
User may not assign this Agreement, by operation of law or otherwise, without our prior written consent of AP4L. Any attempt to assign or otherwise transfer in violation of this section is void; provided, however, that upon notice to AP4L, User may assign or transfer this Agreement, in whole or in part, to any of User’s Affiliates as long as User remains liable for User’s obligations that arose prior to the effective date of the assignment or transfer under this Agreement. User agrees that AP4L may assign or transfer its rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of its assets or similar transaction; or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for AP4L as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. AP4L may perform any of its obligations or exercise any of its rights under this Agreement through one or more of its Affiliates.
16C. Governing Law
The parties affirm that this Agreement is to be interpreted, construed and governed according to the laws of the State of Nevada, including Nevada law as it relates to choice of law, evidence and civil procedure. The parties also agree that Nevada law shall govern any and all non-contractual claims or disputes between the parties.
16D. Entire Agreement
Except for documents specifically referenced herein, this Agreement constitutes the entire agreement between AP4L and User, and all prior communications, whether verbal or written, have been integrated and included into this Agreement, and shall have no independent effector evidentiary value.
16E. Attorney’s Fees And Costs
The parties agree that for any claim, action or suit that is not resolved pursuant to the arbitration provisions in this Agreement, the prevailing party will have the right to recover its expenses, including reasonable attorney’s fees and costs, including any expenses arising from any challenge to an arbitration decision or appeal, from the losing party.
16F. Tax Matters
As between the parties, User will be responsible for the collection, reporting, and payment of any and all of User’s taxes, except to the extent that (i) AP4L will automatically calculate, collect, or remit taxes on User’s behalf if required by applicable law; or (ii) AP4L expressly agrees to receive taxes or other transaction-based charges on User’s behalf in connection with tax calculation services made available by AP4L and used by User. User agrees to, and will comply with, any and all taxation laws. All fees and payments payable by User to AP4L under this Agreement are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and User will be responsible for paying AP4L any of User’s taxes imposed on such fees and any deduction or withholding required on any payment.
16G. Force Majeure
AP4L is not and will not be liable for any delay or failure to perform any of its obligations under this Agreement by reasons, events or other matters beyond its reasonable control.
16H. Void Clauses Do Not Invalidate Agreement
If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions.
16I. English Version Of Agreement Is Definitive
This Agreement is drafted in English, and as between the English version and any versions that are translated into any other language, the English version will control in all respects. Any meaning attached to the words or context in such non-English versions of this Agreement, therefore, must give way to the words and context of the English version.
By: AUTO PARTS 4 LESS, INC.
APPENDIX A - Definition of AP4L Services
APPENDIX B - User Registration Application
[TO BE PROVIDED BY USER]
APPENDIX C - User Disclosure Of Its Goods And Services
[TO BE PROVIDED BY USER]
APPENDIX D - Prohibited Products
- Guns, knives, ammunition, shells, grenades, including any parts or goods or services used in the manufacture, repair or maintenance of any such products.
- Explosives, fireworks, pyrophoric, flammable or combustible liquids, any other flammable materials or chemicals which can be used or combined to become an explosive, firework or flammable material, including matches and disposable lighters.
- Corrosive materials, except that automotive batteries, as well as materials used to repair such batteries are not prohibited.
- Compressed gases.
- Any chemical element, compound or formulation on the following list:
solid carbon dioxide (dry ice)
- Any medicine, pharmaceutical, vitamin, pill, health supplement, diet supplement or any other product intended to be used for the treatment of disease, pain or any other health related symptom, whether over the counter or by prescription, including steroids, caffeine, bath salts, whether or not such medicine or supplement is legal in any jurisdiction in the United States.
- Any health equipment or diagnostic equipment, if and only if the sale is forbidden by local, state or federal law.
- Marijuana, marijuana related products, CBD, hemp or any product related to the recreational use of, or consumption of marijuana or its derevatives.
- Any drug or controlled substance that is illegal under federal statutes or state statutes, and any paraphernalia related to same.
- Alcohol in any form.
- Cigarettes, cigarillos, cigars and/or any tobacco related products, including ecigarettes and any vaping products.
- Any product that is sold through, or advertised through any multi-level marketing organization.
- Any type of counterfeit or pirated article.
- Any adult oriented products and/or services, pornography, prostitution, escort services or any product that visually incorporates nudity or explicit depictions of sex.
- Any livestock, live animal, live insect, protozoa, bacteria or archaea, including pets, bait and live fish.
- Any perishable groceries or food of any kind, any live plants.
- Any human body parts or organs, including cremated remains.
- Any pesticides of any kind, whether pre-mixed or unmixed, diluted or undiluted.
- Any good or service that violates any state, national or international copyright, trademark, or other intellectual property right, of that might be grounds for a defamation action.
- Any good related to gaming or any lottery.
- Lock picking products or products that are created primarily to enable theft.
- Refrigerants: Ozone-depleting substances and their substitutes.
- Subscriptions and periodicals.
This list is not comprehensive, but is meant to be illustrative, and is provided as guidance to User.
APPENDIX E - Returns, Adjustments, Credits And/Or Chargebacks Policy
User agrees that its policy or policies regarding returns, credits, refunds, price adjustments, and/or provision of a substitute goods must be clear, concise, accurate and clearly visible in AP4L Services websites or portals.
Questions regarding User’s goods, products or services, whether it be a return, credit, refund, price adjustment, or provision of a substitute good, product of service will be forwarded to User through the AP4L Services, and it is anticipated that User’s customer service and best business practices will resolve most, if not all such matters. To this end, User agrees to use its best efforts to promptly accept, calculate, and process cancellations, returns, refunds, and adjustments in accordance with this Agreement. However, should such an issue remain unresolved, AP4L reserves the right to intervene to protect its business reputation and goodwill. AP4L’s intervention may include, but is not limited to, independent investigation, discussion with the parties, verification of payment, verification of the quality of the goods, products and services, verification of the quality of the shipping, verification of the return of goods, an if necessary, a chargeback against the fees owed to the User or denial of the customer’s claim.
APPENDIX F - SCHEDULE OF FEES
The fee for AP4L Services is 10% of the actual price realized at each sale. This fee is not reduced by taxes, shipping and handling costs or the fees charged by Pay Pal.