FindMeTheParts User Agreement
Version: June 5, 2012
1. Overview

Welcome to the FindMeTheParts website. FindMeTheParts includes all the features and services made available through www.FindMeTheParts and all other websites we provide comparison shopping content to, or services we offer to consumers from time to time (collectively the "Site"). The Site provides various services including without limitation, tools to assist users in finding and purchasing products available for sale by third parties (the “Sellers”) (collectively, the “Services”). Any user who wishes to access the Site or use any Services must accept the terms and conditions of this User Agreement (the “Agreement”), without change and you agree to be bound by all terms and conditions of this agreement and all policies and guidelines incorporated by reference. If you do not accept these terms, you are not authorized to use this Site. Please review the Agreement carefully before using the Site.

2. Eligibility

Use of the Site and the Services is limited to persons that lawfully can enter into and form contracts under applicable law. Without limiting the generality of the foregoing, minors may not use the Services. Every person who uses the Services hereby represents to FindMeTheParts that he or she is not a minor, is at least eighteen (18) years of age or older and may otherwise enter into and form binding contracts under applicable law. Persons under the age of eighteen (18) can use the Services only in conjunction with, and under the supervision of their parent or guardian. Persons who have been temporarily or indefinitely suspended from FindMeTheParts may not use the Services.

3. Using the Site and Services

While using the Site and Services, (a) you agree not to violate any laws, our policies, third party rights or use the Site for any illegal, malicious or unauthorized purpose; (b) you are not under the age of 18 and are able to form legally binding contracts; (c) you understand that you cannot use the Site if you have been temporarily or indefinitely suspended from the Site; (d) you agree not to post inaccurate, false, misleading, hateful, offensive, pornographic, libellous or unlawful content; (e) you agree not to distribute or post spam, unsolicited or bulk electronic communications; (f) you agree not to post and/or sell illegal, counterfeit or stolen items or items which violate this Agreement in any way; (g) you agree not to harvest, collect or obtain users’ content or information or access the Site using manual or automated means including without limitation, robots, bots, spiders or scrapers without their consent and that of FindMeTheParts; (h) you agree not to copy, modify or distribute content from the Site; (i) you agree not to transmit any worms, viruses, malware or other technologies of a destructive nature; (j) you agree not to modify, adapt or hack the Site or modify another website so as to falsely imply that it is associated with the Site; and (k) you agree not to use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any user's use and enjoyment of the Site.

4. Abuse, Misuse and Prohibited Activity

The Site and Services may only be used for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes and regulations regarding use of the Site and Services, and you agree you will not use automated software, manual processes, or other means to commit click fraud on advertisements and/or product listings. Without limiting other remedies, FindMeTheParts may immediately issue a warning, temporarily suspend, indefinitely suspend, remove and delete your listings, pursue legal remedies, terminate your access to the Site and refuse to provide our Services, or file a report with the appropriate authorities if, (a) you breach this Agreement or the documents it incorporates by reference; (b) FindMeTheParts believes that your actions may cause problems or legal liability for you, other FindMeTheParts users or FindMeTheParts; or (c) if you infringe the intellectual property rights of any third party or FindMeTheParts. Fraudulent conduct may be reported to law enforcement.

5. Content

You must exercise proper care and reasonable judgment in using the Site and Services. FindMeTheParts provides links to sites owned and operated by third parties affiliated companies, businesses and others. We are not responsible for examining or evaluating these sites, and we do not warrant the offerings of any of these businesses or individuals or the content of their websites. FindMeTheParts does not assume any responsibility or liability for the actions, products, and Content of such other sites or businesses or any other third parties. You should carefully review their privacy statements and other conditions of use. Further, these sites shall not be considered or construed as an endorsement or verification of such linked websites or the contents therein by FindMeTheParts.

6. Prohibited Items

The Site does not, under any circumstance, permit or condone the sale or shipment of prohibited and/or restricted goods and services on its Site. By visiting the Site and/or using its Services, you agree that you will not promote, distribute or publish in association or conjunction with this Site, any items and/or listings that may violate any law, regulation or Site policy. In its sole and absolute discretion, FindMeTheParts reserves the right to, but has no obligation to, refuse, reject or remove any product or service listings that could be prohibited or restricted by the laws of Canada, the United States of America, or any international law. Violating any of these terms may be subject to a range of other actions, including, but not limited to, access to the Site. You are responsible for, (a) knowing and complying with any applicable laws and regulations that pertain to the items for sale and the manner of sale; and (b) notifying and reporting to FindMeTheParts any prohibited and restricted items and categories on the Site. We support efforts by law enforcement to investigate and prosecute users who violate this policy.

7. Access and Interference

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

8. Copyright and Intellectual Property Infringement

All content included on the Site, such as, without limitation, text, graphics, logos, button icons, images, digital downloads, data compilations, and software, is the property of FindMeTheParts, and where applicable, its content suppliers and protected by Canada, United States, and International copyright, trademark and other intellectual property laws. You shall have no right or license to download, reproduce, distribute, publish, modify, display, broadcast, hyperlink to or transmit in any manner or by any means or store in an information retrieval system any such content without FindMeTheParts’ and/or third party proprietors prior written consent (as the case may be). All rights not expressly granted herein are reserved. Any unauthorized use of the materials appearing on this Site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

FindMeTheParts respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright or trademark infringement, please provide notice to FindMeTheParts' as required in this Agreement and include (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or trademark interest; (b) a description of the copyrighted or trademarked work that you claim has been infringed upon; (c) a description of where the material that you claim is infringing is located on the Site, including the listing ID number, if applicable; (d) your address, telephone number, and e-mail address; (e) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright or trademark owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright or trademark owner's behalf.

9. No Warranties

The Site, Services and all information, Content, materials, products, software, whatsoever are provided on an "as is", "as available" basis, and without warranty of any kind. Your use of and reliance thereon are at your own and sole risk. FindMeTheParts, its subsidiaries, officers, directors, employees and agents makes no other representations or warranties of any kind, express or implied, including without limitation, (a) the implied warranties of merchantability, safety, reliability, fitness for a particular purpose, title, and non-infringement of third-party intellectual property rights, quality, adequacy and accuracy; (b) that the Site or the Services will meet your requirements, will always be available, accessible, uninterrupted, timely, secure or operate without error; (c) the information, Content, materials or products included on the Site will be as represented by Sellers, available for sale at the time of offer, lawful to sell, contain correct pricing, or that certified merchants will perform as promised; (d) any implied warranty arising from course of dealing or usage of trade; and (e) information, materials and/or Services included on or otherwise made available to you through this Site, servers or subsidiaries, or email sent from FindMeTheParts, are free of viruses or other harmful components. To the full extent permissible under applicable law, FindMeTheParts disclaims any and all such warranties. No advice or information, whether oral or written, which you obtain from FindMeTheParts or through the use of Services shall create any warranty not expressly stated in this Agreement.

10. Limitation of Liability

The Site is a venue where users can buy or sell goods among themselves. Other than providing a venue, FindMeTheParts does not get involved in the actual transaction between buyers, Sellers and/or merchants and does not transfer legal ownership of items from the Sellers and/or merchants to buyers. FindMeTheParts has no control over and does not guarantee the authenticity, legality, quality, or safety of the items listed, the truth or accuracy of any listings, the ability of Sellers or merchants to sell and/or ship items, the ability of buyers to pay for items, or that a buyer or Seller will actually complete a transaction or return an item. We cannot guarantee continuous operation or secure access to our Site and Services. We encourage you to communicate directly with potential trading partners through the tools available on the Site. In all cases, the transaction risk is borne by the transacting users themselves. You understand and agree that obtaining any goods or services through our Site is done at your own discretion and risk.

You will be solely responsible for any loss or damage resulting from any transaction and/or use of the Site or Services. Under no circumstance shall FindMeTheParts be liable to you or anyone in any way for any loss of money, goodwill, reputation, or any special, indirect or consequential damages arising, directly or indirectly, out of your use of or your inability to use our Site and/or Services, arising out of or in connection with this Agreement, resulting from any goods or services purchased or obtained, messages received, resulting from users' actions or inactions, or transactions entered into through the Services, or from any information, content, materials, products (including software), or Services included or otherwise made available to you through the Site, and whether such damages arise under theory of contract, tort (including negligence), strict liability or otherwise. To the extent legally permitted, FindMeTheParts excludes all implied warranties, terms and conditions. Some jurisdictions do not allow the disclaimer of warranties or exclusion of liabilities, so such disclaimers and exclusions may not apply to you. Regardless of the foregoing statement, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the total amount you paid to us in the 12 months prior to the action giving rise to the liability, or (b) $100. You agree that notwithstanding any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Site and/or Services consistent with the terms of this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

You acknowledge and agree that this Section is an essential and material term of this Agreement, and that without the provisions herein, this Agreement would not have been entered into by FindMeTheParts.

11. Release

Because FindMeTheParts is not the Seller in transactions between buyers and Sellers and merchants using the Site, if a dispute arises between one or more participants, each of you release FindMeTheParts and its affiliates, agents, officers, directors, subsidiaries and employees, from all claims, demands, actions, causes of action, and damages (actual, special, indirect and/or 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. You acknowledge and agree that this waiver is an essential and material term of this agreement, and that without such waiver, this agreement would not have been entered into by FindMeTheParts.

12. Applicable Law

By visiting the Site, and participating in the Seller Program, you agree that the laws of the Province of Ontario and the laws of Canada applicable therein govern this Agreement and all of its terms and conditions, and any dispute of any sort that might arise between you and FindMeTheParts without giving effect to any principles of conflicts of laws. Subject to paragraph 13 herein, the sole and exclusive jurisdiction and venue for any dispute under this Agreement or resulting from any use or inability to use the Site/and or Services shall be the appropriate provincial or federal court in Thunder Bay, Ontario, Canada. You also agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of, including without limitation, our Site, Services, and your Listings and Content. Nothing in this Statement shall prevent us from complying with the law.

13. Arbitration

You agree that any controversy or claim arising out of or relating to this agreement or our Services shall be settled by binding arbitration in accordance with the Arbitrations Act, 1991 of Ontario which shall be final and binding upon the parties and no appeal shall lie therefrom. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted by a single arbitrator in Thunder Bay, Ontario, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or FindMeTheParts may seek any interim or preliminary relief from a court of competent jurisdiction in Thunder Bay, Ontario, if necessary to protect the rights or property of you or FindMeTheParts pending the completion of arbitration and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these terms and conditions. No arbitration proceeding or other legal action may be commenced regarding any disputes arising out of, relating to or connected with this Agreement more than one (1) year after the date that the alleged breach or other grounds for dispute originally occurred.

14. Indemnity

You agree to defend, indemnify and hold FindMeTheParts and our subsidiaries, parents, affiliates, officers, directors, agents, and employees harmless from and against any and all claims, losses, liabilities, costs and expenses (including but not limited to attorneys' fees) arising from or in connection with (a) your breach of this agreement, including the documents incorporated by reference; (b) your violation of any federal, provincial, state, foreign or international laws, codes or regulations; (c) your violation of any third party's rights, including, but not limited to, infringement of any copyright or trademark, violation of any proprietary right and invasion of any privacy rights; (d) from any claim, action, liability, loss, damage or suit arising from a violation by a user of any applicable prohibitions or restrictions on the sale, attempted sale, shipment of goods and services, of any product or service or use of this Site or any Seller’s or Merchant’s website(s). This obligation will survive the termination of this agreement.

15. General Provisions

ENTIRE AGREEMENT: This Agreement and the general terms and conditions set forth on the Site constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes and cancels all prior and contemporaneous agreements, commitments, claims, representations and understandings of the parties in connection with the subject matter hereof.

CHANGES TO AGREEMENT: FindMeTheParts may change this Agreement at any time by posting a notice thereof on the FindMeTheParts Site consistent with terms in the Agreement. Your continued access and use of the Site and Services after the notifications of modifications to this Agreement and/or any Additional Terms will signify your agreement and acceptance of the new terms. Any use by you of the FindMeTheParts Site or any Services after the effective date of such change shall be deemed to be continued acceptance of this Agreement including its amendments and modifications.

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

RELATIONSHIP OF THE PARTIES: FindMeTheParts is not the agent, fiduciary, trustee or other representative of you and you and FindMeTheParts are independent entities. Nothing expressed or mentioned in or implied from this Agreement or from use of the Site and Services is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement and nothing expressed or mentioned in or implied from this Agreement or from use of the Site and Services will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between FindMeTheParts and you. This Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of FindMeTheParts and you.

NO WAIVER: FindMeTheParts’ failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of FindMeTheParts' right to subsequently enforce such provision or any other provisions of this Agreement.

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

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

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

RESERVATION OF RIGHTS: FindMeTheParts retains the right, but does not have the obligation, to immediately halt any item sale or purchase, to cease and/or restrict any Services or access to the Site, suspend or terminate any user, remove, restrict, editor modify any Content on the Site or take any other action, in its sole and absolute discretion. Furthermore, as permitted by applicable law, FindMeTheParts also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with information requests, to allow users to resolve disputes, or to ensure the integrity and operation of our business and systems or other purposes deemed reasonable by FindMeTheParts, FindMeTheParts may access and disclose any information it considers necessary or appropriate, including, without limitation, user contact details, IP addressing and traffic information, usage history and posted content. All of our rights and obligations under this Statement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

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