Terms and Conditions
Thursday, May 1, 2014
PLEASE READ THIS AGREEMENT CAREFULLY. BY USING THE IPD WEBSITE YOU AGREE TO ABIDE BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT USE THE WEBSITE.
User Eligibility. This Website is provided by IPD and is available only to people and entities who can form legally binding agreements. If you do not qualify, do not use this Website.
License and Site Access. IPD grants you a limited personal, nontransferable, non-sublicensable, revocable worldwide license to access and use the Website for the purpose of reviewing, evaluating, searching for, researching or purchasing automobile parts from IPD. Any rights not expressly granted by this agreement are reserved by IPD.
Changes. IPD reserves the right, at its discretion, to change the terms of this Agreement and/or change, suspend, discontinue or modify any aspect of the Website. Such modifications may include, without limitation, changes in content, in user priorities, and discontinuance of functional aspects of the Website.
Notices of Changes. Any notice or statement of changes/modifications described above will be displayed online, and such display shall constitute effective notice under this Agreement. You agree to review the terms and conditions of this Agreement periodically to be aware of such revisions. Additionally, your continued use of the Website after the posting of any notice of a change in the terms and conditions shall constitute your acceptance to be bound by any such changes.
The "Website" means all areas and aspects of IPD's publicly available web pages including, without limitation, Products, catalogs, text, data, photos, graphics and/or video or any information obtained through such web pages (collectively referred to herein as "Information"), IPD's computers or network and any subscription or software, product, service, or information provided by IPD. IPD has entered into contractual relationships with certain vendors, sponsors, and advertisers of products or services (the "Vendors"), whereby IPD may link to or display Information, advertisements, discounts, products, goods, or services offered by the Vendors. IPD does not guarantee the availability or accuracy of any such Vendor Information or offers, nor does it endorse any Vendor products or services.
IPD shall not be held liable, directly or indirectly, for any loss or damage caused by your use of: a) any external site linked to the Website, b) Vendor Information, or c) Vendor products or services. Statements made on the Website concerning the products or services of IPD do not constitute an offer, but are merely solicitations of an offer.
In addition to this Agreement, your access to or use of certain IPD web pages or products, such as the downloading and use of certain software, may be subject to a separate license for access or use. In case of any conflict between this Agreement and the terms of a separate specific license agreement between you and IPD, the terms of such specific license agreement will govern.
INTELLECTUAL PROPERTY OWNERSHIP AND USE.
Any intellectual property associated with the Website, including content and the trademarks, service marks, trade dress, copyrights and patents appearing on the Website or referenced in it, are the sole property of IPD or other parties. Any rights associated with any intellectual property are retained by its owner, and are protected by applicable law. This agreement expressly prohibits any use of any intellectual property associated with the WEBSITE except as expressly specified in this Agreement or elsewhere by IPD in writing.
LIMITATIONS ON USE AND USER SUBMISSIONS.
Copyright, Patent and Trademark Notice. All Information and content of the Website, including but not limited to, all text, photos, graphics, audio, software, and/or video is copyrighted by IPD, or its affiliates or subsidiaries. ©2014 IPDUSA.COM. All rights reserved.
No portion of the Information or content may be directly or indirectly copied, published, reproduced, modified, performed, displayed, sold, transmitted, published, broadcast, rewritten for broadcast or publication or redistributed in any medium. Nor may any portion of the content be stored in a computer or distributed over any network except that you may download or print one copy of pages strictly for personal and non-commercial use. You shall not use any robot, spider, other automatic device or manual process or device to monitor, collect, aggregate or access Information from the Website without the prior, express written consent of IPD.
IPD, and its associated logos, page headers, custom graphics, buttons, and other icons are service marks, trademarks, registered service marks, and/or registered trademarks of IPD. All other product names and IPD logos mentioned herein are trademarks of their respective owners. Neither these materials nor any portion thereof may be stored in a computer except as reasonably necessary for personal and non-commercial use.
Restricted Use of the Site. You agree to use the Website for lawful purposes only. You agree not to post or transmit any information through the Website which (1) infringes the rights of others or violates their privacy or publicity rights, (2) is unlawful, threatening, abusive, defamatory, libelous, vulgar, obscene, profane, indecent or otherwise objectionable, or (3) is protected by patent, copyright, trademark or other proprietary right without the express permission of the owner of such right. You shall be solely liable for any damages resulting from any infringement of patent, copyright, trademark or other proprietary right, or any other harm resulting from your use of the Website.
Submissions. IPD does not want to receive any confidential or proprietary information from you. Any information, material or idea you submit to IPD by any means will be treated as non-confidential and non-proprietary and may be used by IPD for any purpose whatsoever, including without limitation the development and/or provision of products and services. Any proprietary information submissions must be made in writing and with the express written consent of IPD Directors or Principals.
Linking. Without the prior written consent of IPD, you may not use any of IPD's proprietary logos, marks, or other distinctive graphics, video, audio material or Information in your links. You may not link in any manner reasonably likely to 1) imply affiliation with or endorsement or sponsorship by IPD; 2) cause confusion, mistake, or deception; 3) dilute IPD's trademarks or service marks; or 4) otherwise violate state or Federal Law. IPD reserves the right to disable any unauthorized links or frames and to bar any party from caching, framing or linking to any portion of the Website at any time. If you desire to provide a link from your website to the Website, or to frame it, you must first contact IPD for written permission via the contact method provided on the Website. IPD will be under no obligation, however, to permit any link or frame.
ACCESS, DELAYS AND ERRORS IN THE WEBSITE.
IPD, its affiliates, subsidiaries, and Vendors shall have no responsibility to provide you access to the Website. Further, IPD, its affiliates, subsidiaries, and Vendors shall not be liable to you for any loss or liability resulting, directly or indirectly, from delays, inaccuracies, errors, omissions or interruptions of the Website for any reason, including, without limitation, due to electronic or mechanical equipment failures, telephone interconnect problems, defects, weather, strikes, walkouts, fire, acts of God, riots, armed conflicts, acts of war, acts of terrorism, or to other like causes.
MONITORING OF SITE.
You acknowledge that IPD reserves the right to, and may from time to time, monitor for all lawful purposes any and all Information and content transmitted or received through the Website. During monitoring, Information may be examined, recorded, copied, and used for authorized purposes. All Information and content, including personal information, placed on or sent over the Website may be monitored. Use of the Website, authorized or unauthorized, constitutes consent to such monitoring and an acknowledgement that your information will not be treated as confidential.
REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY.
General Disclaimer and Limited Warranty. You acknowledge that certain aspects of the Information and/or Vendor Information and links provided through the Website are compiled from sources, which may be beyond the control of IPD. Though such Information and links are recognized by the parties to be generally reliable, the parties acknowledge that inaccuracies may occur. IPD, its licensors and Vendors do not warrant the accuracy or suitability of such Information. Neither IPD, its licensees nor its Vendors represent or endorse the accuracy or reliability of the Information distributed through the Website. FOR THIS REASON, YOU ACKNOWLEDGE THAT THE WEBSITE IS PROVIDED TO YOU ON AN "AS IS WITH ALL FAULTS BASIS." IPD, ITS LICENSORS, AND VENDORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTIES ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING. FURTHER, IPD, ITS LICENSORS, AND VENDORS NEITHER REPRESENT NOR WARRANT THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS OR IS SUITABLE FOR YOUR NEEDS.
You assume all risk of errors and/or omissions in the Website, including the transmission or translation of data. You assume full responsibility for implementing sufficient procedures and checks to satisfy your requirements for the accuracy and suitability of the Website, including the Information, and for maintaining any means which you may require for the reconstruction of lost data or subsequent manipulations or analyses of the Information provided under this Agreement.
Viruses. YOU ACKNOWLEDGE AND AGREE THAT IPD USES REASONABLE EFFORTS TO ASSURE THAT NO VIRUSES OR PROGRAMS WITH SIMILAR FUNCTIONS OPERATE ON, OR ARE PASSED THROUGH THE WEBSITE OR THE INFORMATION. HOWEVER, YOU HEREBY ASSUME ALL RESPONSIBILITY (AND THEREBY HOLD IPD HARMLESS), BY WHATEVER MEANS YOU DEEM MOST APPROPRIATE FOR YOUR NEEDS, FOR DETECTING AND ERADICATING ANY VIRUS OR PROGRAM WITH A SIMILAR FUNCTION.
Limitation of Liability. YOU AGREE THAT IPD AND ITS AFFILIATES, SUBSIDIARIES, AND VENDORS SHALL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE FOR ANY PURPOSE WHATSOEVER. IF THE ABOVE LIMITATIONS OF LIABILITIES SHOULD FAIL IN THEIR ESSENTIAL PURPOSE FOR ANY REASON, SUCH LIABILITY IS AND SHALL BE LIMITED TO A SUM EQUAL IN AMOUNT TO TEN (10%) PERCENT OF THE SUMS PAID TO IPD BY YOU UNDER THE TERMS OF THIS AGREEMENT OR $100.00, WHICHEVER IS GREATER, AS LIQUIDATED DAMAGES AND NOT AS A PENALTY EVEN IF IPD OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIABILITY SHALL BE COMPLETE AND EXCLUSIVE. THE PROVISIONS CONTAINED IN THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
YOU SHALL RELEASE, DISCHARGE, AND RELINQUISH AND DEFEND AND INDEMNIFY AND HOLD HARMLESS IPD AND ITS AFFILIATES, SUBSIDIARIES, AND VENDORS, AND EACH OF THEIR MEMBERS, SHAREHOLDERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND CONTRACTORS OF WHATEVER TIER FROM AND AGAINST ALL LOSS, CLAIMS, DEMANDS AND CAUSES OF ACTIONS OF WHATEVER KIND OR CHARACTER, INCLUDING WITHOUT LIMITATION COSTS, REASONABLE ATTORNEYS' FEES AND EXPENSES INCURRED IN CONNECTION WITH ANY CLAIM BROUGHT BY ANY PERSONS OR ENTITIES ARISING FROM, IN CONNECTION WITH, OR RELATING TO YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING YOUR USE OF THE INFORMATION OBTAINED THROUGH THE WEBSITE. THE OBLIGATIONS TO RELEASE, TO DEFEND AND TO INDEMNITY CONTAINED IN THIS SECTION SHALL APPLY EVEN IF CAUSED, IN WHOLE OR IN PART, BY THE JOINT, SOLE, OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, CONTRACTUAL LIABILITIES OF THIRD PARTIES, OR OTHER FAULT, WHETHER PASSIVE OR ACTIVE, OF ANY PERSON OR ENTITY, INCLUDING BUT NOT LIMITED TO THE INDEMNITEES. YOU SHALL COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY SUCH CLAIM.
Governing Law; Limitations; Venue. Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, these Agreements are subject to the law of the State of Oregon, United States, without regard to choice or conflicts of law principles. Further, you and IPD agree to the exclusive jurisdiction of the state and federal courts in Portland, Oregon to resolve any dispute, claim or controversy that arises in connection with these Agreements.
If you are a United States user, the following mandatory arbitration provisions also apply to you:
- You and IPD agree that any dispute, claim or controversy arising out of or relating in any way to the IPD Service or your use thereof, including our Agreements, shall be determined by mandatory binding arbitration. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and IPD are each waiving the right to a trial by jury and the right to participate in a class or multi-party action. This arbitration provision shall survive termination of these Agreements and the termination of your IPD account. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (the “AAA Rules”), as modified by these Agreements, and as administered by the AAA. You and IPD agree that these Agreements involve interstate commerce and are subject to the Federal Arbitration Act.
- You and IPD agree that (a) any claims seeking to enforce, protect, or determine the validity or ownership of any intellectual property rights of IPD, and (b) any claims related to allegations of theft, piracy or unauthorized use of the IPD products, services, and Information are NOT subject to mandatory arbitration. Instead, you and IPD agree that these claims (including but not limited to claims for injunctive or equitable relief) shall be exclusively decided by courts of competent jurisdiction in Portland, Oregon, and that applicable Oregon and/or Federal law shall govern, without regard to choice of law principles, and further you consent and submit to the personal jurisdiction of those courts with respect to any such dispute.
- YOU AND IPD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER OR IN ANY REPRESENTATIVE CAPACITY OR PROCEEDING. Further, no arbitrator shall consolidate any other person’s claims with your claims, and may not otherwise preside over any form of a multi-party or class proceeding. If this specific provision is found to be unenforceable in any way, then the entirety of this arbitration section shall be null and void. The arbitrator may not award declaratory or injunctive relief.
- Any arbitration must be commenced by filing a demand for arbitration with the AAA within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitations period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
Return Policies; Exchanges. IPD's return policy can be found at https://www.ipdusa.com/faq.asp?FAQ_ID=2 and you agree to those terms. At IPD's discretion, credit for partial returns may be less than invoice or individual component prices due to bundled or promotional pricing.
Changed or Discontinued Product. IPD's policy is one of ongoing update and revision. IPD may, from time to time, revise and discontinue Product and/or Information at any time without notice to you and this may affect information saved in your online "cart." IPD will ship Product that has the functionality and performance of the Product ordered, but changes between what is shipped and what is described in a specification sheet or catalog are possible.
Assignments. You may not assign any of your rights, obligations, privileges, or performance hereunder without the prior written consent of IPD. Any assignment other than as provided for in this paragraph shall be null and void.
Severability. If any provision of this Agreement is found to be unlawful or unenforceable in any respect, the court shall reform such provision so as to render it enforceable (or, if it is not possible to reform such provision so as to make it enforceable, then delete such provision); and, as so reformed or modified, fully enforce this Agreement.
Official correspondence must be sent via certified mail to:
11744 NE Ainsworth Circle
Portland, OR 97220
U.S. Government Restricted Rights. The materials on the Website are provided with "RESTRICTED RIGHTS." Use, duplication or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgement of IPD's proprietary rights in them.
Termination. IPD may terminate or suspend your use of the Website for any reason. Termination or cancellation of your use of the Website shall not effect any right or relief to which IPD may be entitled, at law or in equity. Upon termination of this Agreement, all rights granted to you will terminate and revert to IPD.
Entire Agreement. This Agreement is complete and effective at the time you begin use of the Website. With the possible exception of separate, additional licenses for the use of a particular IPD product or service offering, THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES, AND NO OTHER AGREEMENT, WRITTEN OR ORAL, EXISTS BETWEEN YOU AND IPD.