Row52

Terms

Effective upon acceptance for new users and from July 19, 2021 for existing users.

Acceptance of the Terms and Conditions.
1. ROW52, LLC (referred to here as “Row52™,” “we,” “us” or “our”) provides and makes available this website and associated functions and capabilities (collectively, the “Website”) and the Row52 Services (as defined below). The Website and the Row52 Services are collectively referred to as the “Services.” All use of the Services is subject to the terms and conditions contained in these Terms of Service (these “Terms”). Please read these Terms carefully. By accessing, browsing or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not accept the terms and conditions of these Terms, you will not access, browse or use the Services.
2. PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
3. The Services are not intended for users who are under the age of 13. In order to create an account for the Services, you must be 13 years of age or older. If children between the ages of 13 and 18 wish to use the Row52 Services, they must be registered by their parent or guardian. By registering, you represent and warrant that you are 13 years of age or older. If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to these Terms. Such account will be controlled by the business entity. No agency, partnership, joint venture, employment, or franchise relationship is intended or created by these Terms.
4. We reserve the right, at our sole discretion, to change or modify portions or all of these Terms, including any Policy (as defined below) at any time without prior notice. If we do this, we may, but are not obligated to, provide you at least 30 days’ notice by posting the amended Terms on this page and will indicate at the top of this page the date these Terms were last revised. You may read a current, effective copy of these Terms at any time by selecting the “Terms” link on the Website or in Row52’s mobile applications. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms. You should periodically visit this page to review the current Terms so you are aware of any revision to which you are bound. If any change to these Terms is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Services.
5. Your access to and use of the Services is also subject to Row52’s Privacy Policy located at https://row52.com/About/PrivacyPolicy (the “Privacy Policy”) and any other policies of Row 52 that are made available on the Website (such policies, the “Policies”), the terms and conditions of which are hereby incorporated herein by reference. You agree to comply with each of these Policies as applicable when accessing or using the Services.
6. Please be advised that these Terms contain provisions that govern how claims you and we have against each other are to be resolved. See Sections 4 (Disclaimer of Warranties, Limitation of Liability and Release), 5 (Indemnification), and 10 (Dispute Resolution).
Row52 Services.
1. Row52 does not sell any products. The Services are only a platform that facilitates communication between users of the Services. Through the Website and Row52’s mobile applications, Row52 provides you with (a) information about our company; (b) a platform for owners and operators of auto part yards throughout the United States and Canada (“Yards”) to make information about automobiles in their Yards which may contain replacement parts (“Parts”) available to prospective purchasers (each, a “Parts Buyer”), for example, through the Yard Manager described below; (c) a platform for people (“Parts Sellers”) who (i) already have a Part in their possession to list for sale that Part to a Parts Buyer, or (ii) are willing to visit a Yard, confirm whether a particular Part is available, purchase the Part from that Yard, and ship the Part to the Parts Buyer who requested the Part in accordance with acquisition, pricing (typically to cover parts, labor and shipping) and/or shipping terms that are negotiated and agreed upon solely by and between the Parts Buyer and the Parts Seller (such transaction, a “Pull;”); and (d) a platform for Parts Buyers to (i) communicate with the community of Parts Sellers, including to request one or more Parts Sellers to Pull a particular Part and (ii) connect and communicate with Parts Sellers. Parts Sellers are not employees or agents of, or otherwise affiliated in any way with, Row52. Parts Sellers who agree to effectuate a Pull are independent contractors who are willing to be engaged by Parts Buyers. The information and platform services made available by Row52 and described in this Section 2.1 and any other services offered by Row52 on or by the Website or in Row52’s mobile applications from time to time, including the Yard Manager, are collectively referred to as the “Row52 Services.”
2. Unless otherwise agreed upon in writing by Row52 and the applicable Yard, the Row52 Yard Manager (the “Yard Manager”) is a free service that permits a Yard to create a page in the Service that identifies, among other things, the Yard, its address and its inventory. Only authorized agents of a Yard may access and use such Yard’s account and create and edit listings for the Yard. Row52 from time-to-time may create Yard pages as part of its Yard directory. Row52 does not verify (and therefore cannot guarantee) the accuracy of any information on Yard pages, including any inventory listed thereon. Yards may remove their Yard listing and/or any inventory at any time, either manually through the Yard Manager or by contacting us. Row52 will display a Yard’s inventory to its knowledge based on information submitted by such Yard to Row52 and the results of scans of such information by third party vehicle identification service provider(s). Any Yards utilizing the Yard Manager acknowledge that they reviewed and confirm the accuracy of the Yard’s inventory on each of the Yard’s pages.
3. The Services enable Parts Buyers and Parts Sellers to communicate with each other through private messaging or by posting public comments on a Parts Seller’s listing for a given Part. Users may also post ratings and reviews of other users of the Services. The terms and conditions of a given sale or Pull, including but not limited to price (typically to cover parts, labor (for a Pull), shipping) and shipping terms, are decided solely between the applicable Parts Buyer and Parts Seller. Any taxes applicable to a given sale or Pull are at the discretion of the Parts Seller, as further described in Section 9. While Row52 facilitates the Row52 Services, Row52 is not the “retailer” or “seller of record” on any of the transactions that may occur between Parts Buyers and Parts Sellers. Row52 has no control over and does not guarantee: the existence, quality, safety, accuracy, timing, legality, failure to provide, or any other aspect whatsoever of Parts sought or advertised; the truth or accuracy of statements made by users of the Services; the ability of Parts Sellers to locate, Pull or ship Parts; the ability of Parts Sellers to ship Parts; the ability of Parts Buyers to pay any amounts owed; or that a Yard, Parts Buyer and/or Parts Seller will complete a transaction or ship, return or refund payment for a Part. We make no representations about the suitability, reliability, timeliness, or accuracy of the Parts listed, the Services, or the integrity, responsibility, qualifications or any of the actions or omissions whatsoever of any users of the Services. All terms and conditions regarding a sale or Pull are solely negotiated and agreed upon by and between the Parts Buyer and the Parts Seller. The actual contract for sale (including any shipping terms) is directly between the applicable Parts Buyer and Parts Seller. Any disputes between or among a Parts Buyer, Parts Seller and a Yard (including without limitation regarding the terms or performance (or nonperformance) of a given sale or Pull) is solely between or among the applicable Parts Buyer, Parts Seller, or Yard.
4. Parts Sellers are responsible for complying with all laws and regulations applicable to the sale, purchase, and shipment of Parts.
5. You will be required to register with Row52 in order to access and use certain features of the Services, including, without limitation, to create user accounts, become authorized to complete a individualized quote for a specific Parts Buyer setting forth the terms and conditions under which the Parts Seller will Pull and sell a given Part to such Parts Buyer, sell a Part or effectuate a Pull, create or add a Yard profile or create listings on the “Parts for Sale” or “Parts Wanted” pages. If you choose to register for the Services, you agree to provide and maintain true, accurate, current and complete information about yourself, and if you are a company, about your company. All information provided by you is subject to and governed by the Privacy Policy. You are responsible for maintaining the confidentiality of your account and password, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to immediately notify Row52 of any unauthorized use of your password or account or any other breach of security.
6. Mobile Services. The Services include certain services that are available via a mobile device, including (i) the ability to upload User Content to the Service via a mobile device, (ii) the ability to browse the Services and the Website from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Services through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Row52 and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Row52 account information to ensure that your messages are not sent to the person that acquires your old number.
7. Apple-Enabled Software Applications. Row52 offers software applications that are intended to be operated in connection with products made commercially available by Apple Inc. (“Apple”), among other platforms. With respect to software that is made available for your use in connection with an Apple-branded product (such software, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms, the following terms and conditions apply:
  1. Row52 and you acknowledge that these Terms are concluded between Row52 and you only, and not with Apple, and that as between Row52 and Apple, Row52, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
  2. You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the Apple Media Services Terms and Conditions.
  3. Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS Product that you own or control, as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions.
  4. Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
  5. Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Company’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
  6. Row52 and you acknowledge that Row52, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple- Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
  7. In the event of any third party claim that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Row52 and Apple, Row52, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
  8. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
  9. If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to Row52 as follows: admin@row52.com, Row52, P.O. Box 10201, Portland, OR 97296.
8. Applications from Google Play Store. The following applies to any Row52 software you acquire from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that these Terms are between you and us only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) we, and not Google, are solely responsible for our Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms; and (vi) you acknowledge and agree that Google is a third-party beneficiary to these Terms as it relates to our Google-Sourced Software.
9. Social Networking Services. You may enable or log in to the Services via various online third party services, such as social media and social networking services like Facebook (“Social Networking Services”). By logging in or directly integrating these Social Networking Services into the Services, we make your online experiences richer and more personalized. To take advantage of this feature and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Services and Row52’s use, storage and disclosure of information related to you and your use of such services within Row52 (including your friend lists and the like), please see our Privacy Policy at www.row52.com/About/PrivacyPolicy. However, please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and Row52 shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Services. In addition, Row52 is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Row52 is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Row52 enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
Use of the Services.
1. The Services contain material, including but not limited to software, text, graphics and images, or features (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. Other than any Content uploaded by you to the Services, you have no rights in or to the Content, and you will not use, modify, copy or display such Content except as permitted under these Terms. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of these Terms, your right to access and/or use the Content and Services will automatically terminate and you will immediately destroy any copies you have made of the Content.
2. The trademarks, service marks, and logos of Row52 (the “Row52 Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of Row52. Other company, product, and service names located on the Services may be trademarks or service marks owned by third parties (the “Third-Party Trademarks”, and, collectively with Row52 Trademarks, the “Trademarks”). Nothing on the Services or in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Services without the prior written consent of Row52 specific for each such use. The Trademarks may not be used to disparage Row52 or any third party, Row52’s or third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any website is prohibited without Row52’s prior written consent. All goodwill generated from the use of any Row52 Trademark will inure to Row52’s benefit.
3. You agree not to: (a) take any action that imposes an unreasonable load on the Services’ infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Services or any activity being conducted on the Services, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Services, (d) delete or alter any material posted on the Services by Row52 or any other person or entity, or (e) other than through functions made available by Row52, frame or link to the Website or any of the materials or information available through the Services.
4. You are solely responsible for all content or other materials that you upload, post, publish or display (hereinafter, “upload”) or communicate via the Services (such content, the “User Content”). By uploading any User Content, you hereby grant and will grant Row52 and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable (through multiple tiers), perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use such User Content in connection with the operation of the Services or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed. Further, to the fullest extent permitted under applicable law, you waive your moral rights and promise not to assert such rights or any other intellectual property or publicity rights against us, our sublicensees, or our assignees. Row52 reserves the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including without limitation, removing Content from the Services, suspending or terminating the account of such violators, and reporting you to law enforcement authorities. You represent and warrant that (a) you own and control all of the rights to the User Content that you upload or you otherwise have the right to upload such User Content to the Services; (b) the User Content is accurate and not misleading; and (c) use and uploading of the User Content you supply does not violate these Terms and will not violate any rights of or cause injury to any person or entity.
5. In connection with using or accessing the Services, you will not:
  - communicate or otherwise upload any User Content that: (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Row52, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose Row52 or users of the Services to any harm or liability of any type;
  - interfere with or disrupt the Services or servers or networks connected to the Services;
  - violate any applicable local, state, national or international law, or any regulations having the force of law;
  - impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  - if you are a company, provide access to the Services through your account to any person who is not your employee or contractor;
  - cheat or utilize unauthorized exploits in connection with the Services;
  - stalk, intimidate, threaten or otherwise harass or cause discomfort to other users;
  - solicit personal information from anyone under the age of 18, or send invitations to use the Services to individuals under the age of 18;
  - harvest or collect email addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
  - further or promote any criminal activity or enterprise;
  - obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services;
  - use the Services if you are not able to form legally binding contracts (for example if you are under the age of 18), or are temporarily or indefinitely suspending from using the Services;
  - post false, inaccurate or misleading User Content;
  - other than functions made available by Row52, use any robot, spider, scraper or other automated means to access the Services for any purpose;
  - circumvent or attempt to circumvent any filtering, copy protection mechanisms, security measures or other features or policies Row52 may from time to time adopt to protect the Services, its users or third parties;
  - fail to pay for Parts purchased by you;
  - fail to deliver Parts you have agreed to sell or Pull after receiving payment from a Parts Buyer;
  - sell, list for sale, ship, or Pull any Parts that are or have been subject to a recall;
  - manipulate or interfere with any Yard listing, Parts Buyer request for Parts, or any feedback or ratings systems, including as detailed in any applicable Policies;
  - transfer your user account to another party without our consent;
  - distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes; or
  - commercialize any Row52 Services or any information or software associated with such services.
  Any use of the Services in violation of the foregoing violates these Terms and may result in, among other things, limitation, suspension or termination of your rights to use the Services; the delay or removal of listings; and technical and/or legal steps to prevent you from using the Services. Row52 takes no responsibility and assumes no liability for any User Content uploaded by you or any third party, or for any loss or damage thereto, or for any other user conduct. Enforcement of these Terms is solely at Row52’s discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances. These rules do not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any Content that is prohibited by such rules.
  
  Although Row52 has no obligation to screen, edit or monitor any of the User Content posted to the Services, Row52 reserves the right and has absolute discretion to remove, screen or edit any User Content posted or stored on the Services at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any User Content uploaded by you to the Services at your sole cost and expense.
  
  We may cancel unconfirmed or inactive accounts, change the status of a user or modify or discontinue the Services.
6. Additional Policies and Enforcement. Parts Buyers, Parts Sellers and Yards must also adhere to the Policies applicable to such parties’ use of the Services. Failure to meet those standards may result in us limiting, downgrading, restricting, suspending, or terminating your account.
7. The Services contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites or use services provided by any External Sites in connection with a sale or a Pull, you do so at your own risk and your use of such External Sites and the services provided by them is governed solely by the applicable External Site’s policies.
8. Certain elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by these Terms. None of the Content of the Services may be retransmitted without the express written consent from Row52 for each and every instance.
9. In the event you elect to communicate to Row52 suggestions for improvements to the Services (“Feedback”), Row52 will be entitled to use (or not to use) the Feedback without restriction, even if you have designated the Feedback as confidential. You acknowledge that Row52 may have ideas or materials similar to the Feedback already under consideration or development and that you are not entitled to compensation or reimbursement from Row52 of any kind in connection with the Feedback.
10. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you have a good faith belief that material appearing on the Services infringes on your intellectual property rights, you can report the alleged infringement to Row52 by submitting a Notice of Claimed Infringement (“NOCI”).
  1. You can report copyright and other intellectual property claims via a NOCI to Row52's designated agent by providing the following information:
    - A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property right that is allegedly infringed;
    - Identification or description of the copyrighted work or other intellectual property that you claim has been infringed;
    - Identification or description of where the material that you claim is infringing is located on the Services, with enough detail that we may find it on the Services;
    - Your address, telephone number, and email address;
    - A statement by you that you have a good faith belief that the use of the material complained of is not authorized by the owner of the copyright or other intellectual property right, its agent, or the law;
    - A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the owner of the copyright or other intellectual property right or authorized to act on behalf of the owner of the copyright or other intellectual property right.
  2. Row52's designated agent may be contacted as follows:
    - By mail:
      
      Row52's Designated DMCA Agent
      P.O. Box 10201
      Portland, OR 97296
    - By phone: (971) 400-1200
    - By fax: (503) 299-2256
    - By email: admin@row52.com
  3. Row52 may at its sole discretion limit access to the Services and/or terminate the membership accounts of users of the Services who repeatedly infringe copyrights or other intellectual property rights of Row52 and/or others.
  4. If you believe a NOCI was submitted in error regarding your content, or if you contest the removal of allegedly infringing content, you may submit a counter-notice to Row52 setting forth your good faith belief that such content was removed in error. In accordance with Sections 512(g)(2) and (3) of the DMCA, such counter-notice must set forth: (a) your full legal name, mailing address, telephone number and electronic or physical signature; (b) identification of the disputed material and its location on the Services or in the Services before removal; (c) a statement under penalty of perjury that the material was removed by mistake or misidentification; and (d) a statement that you consent to the jurisdiction of the federal court in Portland, Oregon, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. Row52 will process any counter-notices in accordance with DMCA requirements and its own internal policies and procedures.
Disclaimer of Warranties, Limitation of Liability and Release.
1. ROW52, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “COMPANY PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT (I) THE CONTENT OR ANY INFORMATION POSTED OR PROVIDED BY ANY USER OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY YARD, PARTS BUYER OR PARTS SELLER, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY OR (II) THE SERVICES. THE COMPANY PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO ANY USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU AT YOUR OWN RISK (A) USE CONTENT AND THE SERVICES AND (B) ENTER INTO AGREEMENTS WITH ANY PARTS BUYERS, PARTS SELLERS OR YARDS.
  THE COMPANY PARTIES DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR FUNCTION PROPERLY OR OPERATE ERROR-FREE OR THAT THE WEBSITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES, GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICES OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO COMPANY PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.
  
  THE CONTENT AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON- INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
  
  IF YOU ARE A USER FROM NEW JERSEY, THIS SECTION 4.1 IS INTENDED TO BE ONLY AS BROAD AND INCLUSIVE AS IS PERMITTED UNDER NEW JERSEY LAW. IF ANY PORTION OF THIS SECTION 4.1 IS HELD TO BE INVALID UNDER NEW JERSEY LAW, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THIS SECTION 4.1.
2. IN NO EVENT SHALL ANY COMPANY PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, SPECIAL, EXEMPLARY AND CONSEQUENTIAL DAMAGES, LOST PROFITS, DAMAGES FOR LOSS OF GOODWILL, DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM:
  1. THE USE OR INABILITY TO USE THE SERVICES AND THE CONTENT;
  2. ANY AGREEMENTS BETWEEN OR AMONG USERS OF THE SERVICES, INCLUDING THOSE BETWEEN OR AMONG PARTS BUYERS, PARTS SELLERS AND YARDS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY;
  3. PRICING, SHIPPING, FORMAT, OR OTHER GUIDANCE PROVIDED BY ANY COMPANY PARTY;
  4. DELAYS OR DISRUPTIONS IN THE SERVICES;
  5. THE USER CONTENT OR ACTIONS OR INACTIONS OF THIRD PARTIES, INCLUDING USERS OF THE SERVICES;
  6. A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT;
  7. YOUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR OR YOUR LOSS OF OR INABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THESE TERMS OR OUR OTHER POLICIES.
  EVEN IF SUCH COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGARDLESS OF THE PREVIOUS PARAGRAPHS, IF WE ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE GREATER OF (I) THE AMOUNT OF FEES IN DISPUTE NOT TO EXCEED THE TOTAL FEES WHICH YOU PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, OR (II) $100.
  
  IF YOU ARE A USER FROM NEW JERSEY, THIS SECTION 4.2 IS INTENDED TO BE ONLY AS BROAD AND INCLUSIVE AS IS PERMITTED UNDER NEW JERSEY LAW. IF ANY PORTION OF THIS SECTION 4.2 IS HELD TO BE INVALID UNDER NEW JERSEY LAW, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THIS SECTION 4.2.
3. If you have a dispute with one or more users, you release the Company Parties from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
  IF YOU ARE A CALIFORNIA RESIDENT:
  1. YOU WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH STATES "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."; and
  2. In accordance with California Civil Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
  If you are a resident of another jurisdiction, you waive any statute or doctrine comparable to California Civil Code § 1542 to the extent permitted under applicable law.
  
  IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING RELEASE AND WAIVER IS INTENDED TO BE ONLY AS BROAD AND INCLUSIVE AS IS PERMITTED UNDER NEW JERSEY LAW. IF ANY PORTION OF THIS SECTION 4.3 IS HELD TO BE INVALID UNDER NEW JERSEY LAW, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THIS SECTION 4.3.
4. Some states do not allow the disclaimer or exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply or be enforceable with respect to you. IN SUCH STATES, THE LIABILITY OF THE COMPANY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Indemnification.
You will indemnify and hold harmless the Company Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms (including any Policy that is applicable to your use of any Service); your access to, use, or misuse of the Services or Content; or your breach of any law or the misappropriation or infringement of the rights of a third party. Row52 will provide notice to you of any such claim, suit, or proceeding. Row52 reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Row52’s defense of such matter. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Company Party from or against any losses, damages, expenses or costs incurred as a result of any action or inaction of such Company Party.
Termination of these Terms.
1. Row52 reserves the right, in its sole discretion, to restrict, modify, suspend, or terminate these Terms and your access to all or any part of the Services, Content, or user account at any time and for any reason without prior notice or liability. Row52 reserves the right to change, suspend, or discontinue all or any part of the Services or the Content at any time without prior notice or liability.
2. Sections 3 (Use of the Services), 4 (Disclaimer of Warranties, Limitation of Liability and Release), 5 (Indemnification), 6 (Termination of These Terms), 10 (Dispute Resolution) and 11 (Miscellaneous) will survive the termination of these Terms.
User Must Comply with Applicable Laws.
1. The Services are hosted in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
2. The United States and Canada control the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws of the United States and Canada. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.
U.S. Government Restricted Rights. The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. Government is subject to the restrictions contained in 48 CFR 52.227- 19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Services or Content by the U.S. Government constitutes acknowledgement of our proprietary rights in the Services and Content.
Taxes. Parts Sellers, as the “retailers” or “sellers of record,” are responsible for collecting and paying any taxes associated with sales made through the Services. To the extent Parts Sellers intend to pass any taxes along to Parts Buyers, such Parts Sellers must include the separately stated applicable tax amount on the online purchase form to the Parts Buyers (similar to the shipping fee). Row52 functions solely as the marketplace connecting Parts Sellers and Parts Buyers, but Row52 is not involved in facilitating any Pull or Parts sale. Row52 does not collect tax on the transaction and is currently under no obligation to do so.
Dispute Resolution.
1. PLEASE READ THIS SECTION 10 CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH ROW52 AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
2. Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any dispute, claim or controversy arising out of or relating to these Terms (including any Policy that is applicable to your use of the Services), the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Arbitration Agreement, and/or any dispute, claim or controversy arising out of or relating to your use of the Services, shall be determined by arbitration. Notwithstanding this Arbitration Agreement, you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Row52 are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. Further, nothing in this Arbitration Agreement requires you or Row52 to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
3. Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND ROW52 AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
4. Pre-Arbitration Dispute Resolution; Confidentiality. Row52 is always interested in resolving disputes amicably and efficiently, and most user concerns can be resolved quickly and to the user’s satisfaction by emailing Row52 customer support at help@row52.com.You agree to attempt in good faith to reach an informal resolution of any dispute for a period of at least thirty (30) days prior to filing any demand for arbitration, with the thirty-day period commencing upon Row52’s receipt of written notification of the potential dispute. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Row52 should be sent to admin@row52.com (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Row52 and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Row52 may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Row52 or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Row52 is entitled. Further, you and Row52 agree to keep strictly confidential all aspects of the arbitration proceeding and any ruling, decision or award by the arbitrator, including the hearing, except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
5. Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Row52 and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Row52 agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
6. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Row52 will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Row52 will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Row52 will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
7. Future Changes to Arbitration Agreement. Notwithstanding anything in these Terms to the contrary, you can choose to reject this updated Arbitration Agreement or any future change to this Arbitration Agreement (other than a change of the Notice Address) (“opt-out”) by emailing us a written opt- out notice (“Opt-Out Notice”) at admin@row52.com or the Notice Address above within thirty (30) days after the date of the change. The Opt-Out Notice must state that you do not agree to this Arbitration Agreement and must include your name, address, phone number and the e-mail address used to log into your account. You must sign the Opt-Out Notice for it to be effective. By rejecting this or any future change to the Arbitration Agreement, you are agreeing that you will arbitrate any dispute between us in accordance with the language of the Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms). If you opt-out of the Arbitration Agreement, all other parts of these Terms will continue to apply.
8. Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than Section 10.3 above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of Section 10.3 are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms will continue to apply.
Miscellaneous. Any dispute between the parties will be governed by this Agreement and the laws of the State of Oregon and applicable United States law, without giving effect to any conflict of laws that may provide for the application of the law of another jurisdiction. Unless you and we agree otherwise, in the event that the Arbitration Agreement above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and Row52 must be resolved exclusively by a state or federal court located in Multnomah County, Oregon and you and Row52 submit to the personal jurisdiction of the courts located within Multnomah County, Oregon for the purpose of litigating all such claims or disputes. If any provision of these Terms is found to be invalid, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect. In our sole discretion, we may assign these Terms by providing notice of such assignment. Failure of Row52 to act on or enforce any provision of these Terms will not be construed as a waiver of that provision or any other provision in these Terms. No waiver will be effective against Row52 unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Row52 and you, these Terms constitute the entire agreement between you and Row52 with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and will not be given any legal import. These Terms will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Services might be publicly accessible. Important and private information should be protected by you. Row52 is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.
Questions & Contact Information. If you have any questions, concerns, complaints or comments in any way related to your use of the Services, please contact us at help@row52.com.