Access Credentials; License to Services.

URG operates and maintains its proprietary software algorithms in connection with Autopartsearch.com, which allows purchasers of recycled and after-market automotive parts (collectively, “Parts”) to identify and transact with sellers of Parts, whether recyclers or after-market dealers, offering Parts for sale. The algorithms, as modified by URG from time to time, enable purchasers to search, locate, and purchase Parts, and sellers of Parts to market and sell Parts, along with such other services as URG may add to its software algorithms from time to time (collectively, the “Service Set”).

This EULA specifies the terms and conditions under which users seeking to find and purchase Parts (each, a “Purchaser”) and users seeking to market and sell recycled Parts to Purchasers (each, a “Seller” and, generically with a Purchaser, an “End User”) may access and use:

• (a) the functionality of those algorithms of the Service Set (the “Cloud Services”) and
• (b) the hardware and software tools, including the website Autopartsearch.com (the “Website”) associated with providing the Cloud Services (collectively, the “URG Platform”).

Sellers who offer recycled parts for sale must be a member of URG to use the Cloud Services. Membership can be obtained by going to https://u-r-g.com/why-become-a-member/. By creating a User Account or by using the Cloud Services, an End User is agreeing to be bound by this EULA. Each End User must also read, agree with, and accept all the terms and conditions in URG’s Privacy Policy and any supplemental terms of service that URG may provide with respect to the Cloud Services from time to time.

URG allows unregistered guests (“Guests”) to explore the Website without creating a full User Account. Guests may explore the Website by providing their name and email address. Although unregistered, Guests must, nonetheless, comply with this EULA and with URG’s Privacy Policy. Guests may purchase Parts, but their lack of registration does not allow them to enjoy some of the benefits given the Registered Users when purchasing parts, such as confirmations of order status.

The Cloud Services and the Software Set are protected by international intellectual property laws and treaties and are licensed to Users and not sold. URG reserves all rights in and to the Software Set, the Website, and the URG Platform.

Each End User must register and create an account (“User Account”) with Autopartsearch.com. Each registered account allows an End User that is not a legal entity but an individual to have one seat under its User Account. End Users that are legal entities may register multiple seats under its User Account (each seat under an End User, a “Registered User”, and with End Users, “User”).

Registration requires the following information, which may be updated from time to time:

• Name (typically the name of the company unless the User is an individual)
• Phone Number
• Email Address
• Website Address
• Tax Identification Number
• Postal Address for Billing (Street Address, City, State, Zip Code and Country)
• Shipping Address for Billing (Street Address, City, State, Zip Code and Country)
• Approved Payment Methods
• Preferred Stores
• Name of Primary Contact (First and Last name)
• Primary Contact Email Address
• Primary Contact Phone Number
• Registered Users for each End User (First and last name)
• Email Address for Each Registered User

Upon registration, each End User represents and warrants that the information used to create and register its User Account is accurate and complete in all respects, that the person registering the End User is acting under authority to bind the End User, and that its use or disclosure does not infringe or violate any third party’s rights. Each Seller must use its name as registered with governmental offices or its known DBA; aliases and fictitious names (if not registered as such with the state of the Seller’s business operations) are not permitted for Sellers.

Registration as a User does not require the End User associated with that User Account to sell Parts exclusively using the Cloud Services. Each End User is responsible for ensuring each Registered User complies with this EULA and is and remains responsible for the actions of its Registered Users and employees, agents, and contractors in using the Cloud Services or accessing the URG Platform. References to End User will include the Registered Users (and any employee, agent, or contractor presenting themselves as a Registered User) associated with the End User’s User Account. Registered Users must be 18 years of age or older. URG may request confirmation of age.

Upon creating a User Account, an End User may access the URG Platform through Autopartsearch.com and use the Cloud Services. URG may reject any registration in its sole and absolute discretion. URG may, in its discretion, use the Primary Contact Email Address or the email address (each of which must be capable of sending and receiving electronic messages) as the primary method to communicate with each End User. URG’s emails to and from any of those email addresses will be deemed authentic and legally sufficient notice. End User is solely responsible, at its sole expense, for configuring, in accordance with the documentation, its computer systems and communication or digital transmission services, including internet connectivity and access, to enable interoperation with the Cloud Services through the URG Platform.

Each End User is responsible for the accuracy of the information it provides when creating a User Account and for updating it when and as appropriate. Each End User hereby grants URG the right and license to use this information to manage and monitor the User Account, to allow access to the Cloud Services and URG Platform, to communicate with the End User, and to support purchase and sale transactions between Purchasers and Sellers, including disclosure of that information to others in connection with Parts searches, marketing, offers, purchases, and sales.

Assistance and answers to questions on use of the Service Set and access to the URG Platform, and any other technical support, are provided only to End Users and Registered Users through their respective email accounts.

For each End User, upon its creation of its User Account, URG grants to an End User a limited, non-transferable, non-exclusive licenses (collectively, the “Software Licenses”) to:

• (a) access from the United States and Canada (the “Territory”) the URG Platform and use from within the Territory the functionality of the Cloud Services under this EULA;
• (b) in the case of a Purchaser, to use the functionality of the Cloud Services to search for, locate and purchase Parts; and
• (c) in the case of a Seller, to market and sell its Parts, including responding to inquiries regarding the nature, locations and availability of its Parts.

URG grants to each Seller that is compliant with URG’s standards for Parts quality and customer service, as confirmed by URG, a limited, non-transferable, non-exclusive license (collectively, the “Mark License” and, with the Software Licenses, the “Licenses”) to display and affix, in Seller’s standard font, the block names “URG™” and “Autopartsearch™” on the Seller’s websites, order form, invoices, and order confirmation and in documentation and links used for setting up Charge Accounts. No other, further, or different licenses or rights are hereby granted or implied under this EULA and no purported grant of any other licenses or rights to access or use the URG Platform or the functionality of the Cloud Services is valid or effective. No right to sublicense, rent or distribute the Software Set is hereby granted or implied. The Licenses include only those rights owned or controlled by URG (or its licensors, to the extent those licensors have given URG the right to grant licenses thereunder). The Licenses are subject to all the terms of this EULA.

URG reserves all rights not expressly granted to End User under this EULA. All intellectual property contained in or covering the Service Set, or associated with any use thereof or the use of the URG Platform, including all patent rights, copyright rights, trademarks, and trade secrets, (referred to collectively as the “CG IPR”) are and remain owned or controlled by URG. End User does not acquire any right or license in or to the CG IPR except for the limited licenses expressly granted above. The URG Platform, the Cloud Services, and the Systems Data (as defined below) remain URG’s sole and exclusive property.

URG Rights.

The Cloud Services have various features and functionalities and not all may be available to all End Users at all times. URG may modify the Cloud Services or any part thereof for any reason, without notice and at any time. URG has the right:

• (a) to control and determine who may access the URG Platform and use the Cloud Services;
• (b) to modify them at any time;
• (c) to refuse to accept or to remove Data from the URG Platform and Cloud Services;
• (d) offer Licenses to any person, include competitors of End Users;
• (e) transfer Data in unencrypted format, including to other End Users, over various network and, to permit such transfer, alter that Data to conform and adapt to technical requirements of other networks or devices; and
• (f) share End User Data with other End Users.

URG may refuse to process and may remove any Data regarding Parts a Seller offers if URG determines, in its sole discretion (although without any obligation to so determine), that the Parts do not meet URG’s standards for quality, pricing, or availability.

URG may, and End User hereby grants URG, a non-exclusive, irrevocable (during the term of this EULA), worldwide license to:

• (a) use End User’s names (including Parts’ names), images, and descriptions for the sole purpose of performing the Cloud Services and operating the URG Platform;
• (b) access, store, host, extract, reproduce, distribute, categorize, analyze, use, process, modify, manipulate, publicly display, and create derivative works any data End User provides for accessing and using the Cloud Services (the “Data”), which includes any trademarks, copyrightable content, products or services located, purchased, marketed, or sold, or prices therefor, through use of the Cloud Services;
• (c) use Data to provide the Cloud Services, and to conduct research and development and generate statistical and other information and data in aggregate and de-identified form on its analytical and statistical methods, procedures, database structure, performance, operation or use of the Cloud Services (collectively, “System Data”).

End User represents and warrants that none of its Data will infringe or violate any third party’s rights. URG may create, obtain, and generate Systems Data and technical reports in aggregate and de-identified form only, and use, modify, reproduce, distribute, publish, and display Systems Data. As between URG and each End User, End User is and remains the sole and exclusive owner of all Data End User provides in accessing and using the Cloud Services. URG is and remains the sole and exclusive owner of any Systems Data and End User hereby irrevocably assigns, and agrees to assign, to URG all End User’s worldwide rights, title, and interest in and to Systems Data.

URG may take steps it believes are reasonably necessary or appropriate to enforce and verify compliance with this EULA.

Payments.

Purchasers must pay for Parts purchased using payment application services or through a Charge Account established by a Purchaser with a Seller.

Payment Services. URG will receive information regarding Purchasers and Seller in connection with payments for Parts. Payments may be handled through third-party payment service providers, such as Stripe, which handles the transactions and User information in accordance with their privacy policies and terms of service, with which Users must comply. URG is not responsible for any third party’s services, terms of service, or privacy policies. Users use these services at their own risk and URG hereby disclaims all warranties regarding use of those services. If User uses these services, User consents to URG exchanging User information with the service. URG has no control of third-party service providers and is not responsible or liable to User for losses arising from User’s use of those services and is not responsible for their privacy policies or their implementation of them. URG does not guarantee the availability of those services and may disable use of those services at any time, without liability to any User.

Charge Accounts. Purchasers may also set up charge accounts (“Seller Charge Accounts”) directly with Sellers who will issue invoices directly to Purchaser for Parts they purchase. The business and contractual relationship under Seller Charge Accounts, and the handling of invoices, payments, credits, and payment disputes, is exclusively between the pertinent Purchaser and Seller. URG is not responsible for payments, or the processing or handling of payments, under Seller Charge Accounts or their terms of service or privacy policies or compliance therewith. Users use Seller Charge Accounts at their own risk and URG hereby disclaims all warranties regarding use thereof. If User uses Seller Charge Accounts, User consents to the Seller exchanging User information with URG under the Seller Charge Accounts. If URG provides User with access to or enable applications or website links to establish a Seller Charge Account, URG does so only as a convenience and a User’s use of those applications and links is solely between User and the pertinent Seller. Users acknowledge that URG has no control of Seller Charge Accounts and is not responsible or liable to User or the Seller for neither losses arising from User’s establishment or use of Seller Charge Account; nor their privacy policies or implementation thereof by Seller or Purchaser. URG does not guarantee the availability of Seller Charge Account, which may be disabled by the Seller providing the Seller Charge Account at any time, without liability to any User.

Seller is responsible for the payment, reporting, and remittance of all sales and other taxes incurred in connection with the sale of any Part. Sales and other taxes are determined and will be remitted by third-party tax payment services used by URG for such purposes, such as Anrok, which is done solely as a convenience to the parties and does not alter a Seller’s obligations. Purchasers will be charged the purchase price of purchased Parts, all taxes arising from purchases and sales, and any transaction fees. It is the responsibility of Sellers to resolve any disputes with Purchasers over chargebacks applied by Purchaser to the purchase of any Part; URG has no responsibility for, and will not assist in, resolving any payment dispute between Purchasers and Sellers.

URG Commissions.

As compensation for End User’s use of the Cloud Services and access to the URG Platform to locate, search, identify, market, purchase, and sell Parts, URG will be paid a commission in the amounts specified in its agreements with End Users (“URG Commissions”). URG Commissions are based only on a percentage of the amounts paid as the purchase price for a Part and are not assessed on any taxes or other transaction fees. URG Commissions become due upon shipment of the purchased Part and are separately invoiced to Sellers each month; URG Commissions are not assessed on Part purchases that are cancelled before shipment of the purchased Part. The amount remaining after payment of any taxes and other fees assessed on the purchase and sale of the Part are remitted to Seller. URG Commissions are non-refundable and non-creditable against amounts due from Purchaser. URG may also offset payment amounts to be remitted to Seller any amounts otherwise due from Seller to URG in connection with the provision of the Cloud Services. If Purchaser disputes the charges assessed for a Parts purchase or other payment amounts due to Seller for sale of a Part, Seller is, nonetheless, obligated to pay the URG Commission due in respect of the Sale applicable to the disputed charges. URG has no responsibility for resolving any dispute regarding charges or amounts assessed by any Seller on any Purchaser or amounts paid by any Purchaser and payment of URG Commissions are due notwithstanding any dispute over the applicable purchase.

Each End User’s continued access to the URG Platform and use of the Cloud Services is conditioned on URG’s receipt of the URG Commissions for purchases and sales using the Cloud Services. The Cloud Services contain digital tools to determine and confirm that End User is legally entitled to that access and use and that any required payments have been made. If URG cannot confirm that End User is legally entitled to that access and use, or that URG has timely received any payment, URG may block End User’s access to the URG Platform and use of the Cloud Services and may terminate this EULA, the Licenses, and End User’s access to the URG Platform. Late payment of the purchase price or URG Commission incurs a monthly late charge equal to 1.0% of the past due amount or at the highest rate allowed by law, whichever is less, until the past due amount is paid in full.

Additional End User Agreements.

Each End User agrees to:

• (a) timely make any payments required for access to the URG Platform or use of the Cloud Services;
• (b) limit its access to and use of the URG Platform and the Cloud Services to the Licenses and all other terms of this EULA and any instructions or documentation provided to End User by URG and all applicable laws and regulations;
• (c) not allow any person to access the URG Platform or use the other than a Registered User;
• (d) obtain and maintain, at its own expense, local area networks and broadband internet connection to ensure that adequate bandwidth exists to access the URG Platform and use the functionality of the Cloud Services;
• (e) notify URG of any error, loss, breach, damage or interruption to the access to the URG Platform or the functionality of the Cloud Services;
• (f) provide public-facing contact information (minimally, End User name, street address, telephone number, and email address); and
• (g) comply with all applicable laws, rules, regulations, and rights of third parties in using any of the Cloud Services and the purchase or sale of any Parts, including the obtaining and maintenance of any business or other licenses required for the marketing and sale of Parts.

Each Seller must:

• (a) adhere to URG’s no-hassle return policy;
• (b) disclose to all potential Purchasers Seller’s terms of service, refund and return policy (which, at a minimum, must satisfy URG’s no-hassle return policy);
• (c) provide and abide by URG’s minimum Parts warranty requirements, as published by URG from time to time;
• (d) disclose to all Purchasers Seller’s shipping policies (including order fulfilment timelines) and whether Seller uses third-party suppliers, and comply with URG Part delivery requirements, as published by URG from time to time;
• (e) use the Cloud Services to complete the sale of any Purchased Part to a Purchaser identified through use of the Cloud Services;
• (f) not use the Cloud Services to identify potential Purchasers of a Part but complete the sale of a Part outside use of the Cloud Services; and
• (g) provide accurate, complete, and truthful descriptions, images, and pricing of Parts.

If any Seller fails to comply with any of clauses (a) through (g) immediately preceding, URG may, in its sole discretion, remove that Seller’s Parts from the Cloud Services and the URG Platform and may terminate the Seller’s User Account and registration.

Each Purchaser must timely make any payments required for the purchase of Parts hereunder.

Sellers alone are responsible for obtaining, qualifying, testing, handling, and shipping Parts and, apart from securing payment for purchased Parts, all other aspects of the transactions with the Purchaser, including pricing, determining and collecting taxes, finalizing the terms of sale, refunds, returns, fulfilling any Parts sales or associated service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws, including consumer protection laws in any jurisdiction where a Purchaser offers Parts for sale. URG is not the seller or merchant of record for any Parts or associated services and has no responsibility for Seller Parts, quality assessment, quality control or, apart from securing payment for purchased Parts, any aspect of the Parts purchased from Seller by Purchaser.

Each Seller is the merchant of record for all sales through the Cloud Services and represents and warrants that all Parts sold through use of the Cloud Services, are genuine, non-fringing, legal, safe, and compliant with all applicable quality standards. Any agreement for purchase and sale of Parts is directly and only between Seller and Purchaser. URG is not a party to any such agreement and has no duties or liability under any such agreement. URG has no responsibility or obligation:

• (a) for any fees or expenses incurred in a Purchaser’s obtaining or securing any Parts or any authorizations for purchasing or shipping any Parts; or
• (b) to advise End Users of the need for, or assist in obtaining, any required licenses, rights, and consents, or any internet connections or digital assets or functions, to obtain, upload, store, and place Data on the URG Platform for using the functionality of the Cloud Services.

Restrictions on End User.

End User may not:

• (a) reverse engineer, disassemble, decompile, decode, adapt, derive, or attempt to derive or gain access to the source code, source files, or program or data structure of all or any portion of the Cloud Services;
• (b) access the URG Platform through any unauthorized means or otherwise bypass or breach any security device or protection employed by URG;
• (c) access the URG Platform or use the functionality of the Cloud Services other than by a Registered User;
• (d) use the URG Platform or the functionality of the Cloud Services in a service bureau capacity for the benefit of any person other than End User or employ any robot, spider, scraper, or other automated means to monitor or retrieve material or information from the URG Platform or to sell or market anything other than Parts and services in connection therewith;
• (e) input, upload, transmit, or otherwise provide to or through the URG Platform any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code or otherwise damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the URG Platform, in whole or in part, or direct another person to do so;
• (f) remove, delete, modify, or obscure any text, legends, or notices, including any proprietary notice;
• (g) knowingly access the URG Platform or use the functionality of the Cloud Services in any manner or for any purpose that is illegal or that, other than in the intended and ordinary course of use, violates any laws, regulations third party’s intellectual property right;
• (h) access the URG Platform or use the functionality of the Cloud Services to conduct any benchmark tests or competitive analysis or other performance evaluations of the URG Platform or the Cloud Services, or for the development, provision, or use of a competing software service or product; or
• (i) use vulgar or abusive language in communicating with any End User through use of the Cloud Services.

End Users may not use or display any URG trademarks, logos, or service marks (the “URG Marks”), whether registered or unregistered, unless otherwise authorized to do so under a separate license from URG and may not use or adopt any marks that may be considered confusing with the URG Marks.

Confidentiality.

“Confidential Information” means:

• (a) a Seller’s Parts pricing information, including discounts, which is deemed the information of each applicable Seller;
• (b) a User’s registration information, which URG may use and disclose for purposes of providing the Cloud Services.

Each End User and URG must:

• (i) hold Confidential Information of another party to this EULA in strict confidence and take reasonable precautions to protect such Confidential Information (including the same precautions an End User or URG, as the case may be, takes with respect to its own confidential materials);
• (ii) except as necessary and intended for performing under this EULA, and in particular, in the case of URG for purposes of providing the Cloud Services, not divulge any such Confidential Information to any third party, it being understood that a party may duplicate, disclose, and use another party’s Confidential Information to its employees, agents, and contractors who need access to such Confidential Information to perform a party’s obligations hereunder provided that such employees, agents, and contractors are bound by obligations of confidentiality at least as restrictive as those hereunder; and
• (iii) except as necessary and intended for performing under this EULA, and in particular, in the case of URG for purposes of providing the Cloud Services, not make any use whatsoever at any time of such Confidential Information.

The foregoing restriction on use and disclosure of Confidential Information do not apply to information that the receiving party can demonstrate by competent documentary evidence:

• (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information;
• (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching this EULA; or
• (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching this EULA.

URG may disclose, without liability to an End User, any Confidential Information to law enforcement and governmental authorities or other third parties to comply with legal requirements or that URG considers reasonably necessary or appropriate to enforce compliance with this EULA.

Suspension, Termination, and Expiration.

URG may suspend or terminate access to the URG Platform and use of the functionality of the Cloud Services, and terminate the Licenses and this EULA, without incurring any resulting obligation or liability if:

• (a) with respect to a Purchaser if that Purchaser fails to timely pay any amounts due for purchase of a Part;
• (b) with respect to an End User, URG receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires URG to do so; or
• (c) with respect to an End User, URG believes, in its sole discretion, that:
  • (i) End User has failed to comply with this EULA or any applicable laws, or accessed the URG Platform or used the functionality of the Cloud Services beyond the scope of the rights granted or for a purpose not authorized under this EULA;
  • (ii) End User is, has been, or is likely to be involved in any unlawful activities relating to, connected with, or by means of the URG Platform or Cloud Services; or
  • (iii) the Cloud Services or any component thereof may suffer or have suffered a significant threat to security or functionality.

URG may suspend or terminate such access and use directly or indirectly and by use of a disabling device or any other lawful means. Suspension or termination of performance of such access and use may result in the irretrievable loss of Data and End User accepts that consequence in that event. URG has no liability for termination of this EULA or the Licenses. Each End User may terminate its registration with URG at any time without liability for such termination, it being understood that each such End User remains liable and responsible for performing any obligations or satisfying any liabilities arising before that termination. Termination of End User’s access to the URG Platform or right to use the Cloud Services constitutes the concurrent termination of the Licenses and this EULA, and vice versa. This EULA will expire concurrently with the expiration or termination of End User’s registration with URG. Expiration or termination of this EULA with respect to an End User and corresponding termination of End User’s access to the URG Platform and use of the Cloud Services does not entitle such End User to any fees, pro rata or otherwise. Upon any such termination or expiration, each End User must pay any amounts due and owing in respect of any purchase or sale of Parts under this EULA. All provisions of this EULA that, by their nature are intended to survive its termination or expiration, are deemed to so survive.

Limited Warranties and Warranty Disclaimers; Limits on URG’s Liability.

URG WARRANTS THAT IT WILL OPERATE THE CLOUD SERVICES IN A PROFESSIONAL AND WORKMANLIKE MANNER. The foregoing states the only and THE exclusive limited warranties that URG provides END USER. EXCEPT AS PROVIDED ABOVE, URG MAKES THE SERVICES AVAILABLE ON AN “AS IS” AND “WITH ALL FAULTS” BASIS AND MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE URG PLATFORM, THE CLOUD SERVICES, PRICE QUOTES, PARTS, THE SYSTEMS DATA, INCLUDING ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, PERFORMANCE, COMMERCIAL UTILITY, OR NON-INFRINGEMENT. URG DOES NOT REPRESENT OR WARRANT:

• (A) THAT EITHER THE CLOUD SERVICES OR THE URG PLATFORM WILL BE COMPLETE, TIMELY, UNINTERRUPTED, REPAIRABLE, COMPATIBLE, VIRUS-FREE, OR ERROR-FREE;
• (B) AS TO THE OPERABILITY, SUITABILITY, WORKMANSHIP, OR CONDITION OF PARTS OFFERED OR SOLD THROUGH USE OF THE CLOUD SERVICES; OR
• (C) THE PROPRIETY OF THE PRICES CHARGED FOR ANY PART.

NO WARRANTY OF QUIET ENJOYMENT, QUIET POSSESSION, OR CONFORMITY WITH DESCRIPTION IS OFFERED, IMPLIED OR GIVEN BY THIS EULA, FOR ANY PART PURCHASED USING THE CLOUD SERVICES OR THROUGH ACCESS TO THE URG PLATFORM, OR BY END USER’S USE OF THE FUNCTIONALITY OF THE CLOUD SERVICES OR ACCESS TO THE URG PLATFORM. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OR ON BEHALF OF URG CREATES ANY OTHER WARRANTIES OR INCREASES THE SCOPE OF URG’S OBLIGATIONS HEREUNDER. URG DOES NOT WARRANT THE QUALITY OR AVAILABILITY OF ANY INTERNET CONNECTIONS OR TRANSMISSIONS.

IF END USER CLAIMS THAT URG BREACHED ITS WARRANTY, END USER MUST NOTIFY URG PROMPTLY OF THAT CLAIM. END USER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE WARRANTY IS TERMINATION OF THIS EULA AND THE LICENSES OR RE-PERFORMANCE OF THE PORTION OF THE CLOUD SERVICES THAT IS THE SUBJECT OF THE CLAIMED BREACH. IF URG SHOULD BE HELD LIABLE FOR DAMAGES ARISING FROM ANY BREACH OF WARRANTY OR THIS EULA, URG’S LIABILITY UNDER THIS EULA FOR ALL DAMAGES (OTHER THAN AS REQUIRED BY APPLICABLE LAW FOR DAMAGES RELATING TO PERSONAL INJURY) MAY NOT EXCEED THE VALUE OF THE COMMISSIONS RECEIVED EARNED BY URG IN THE 6-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE BREACH IS CLAIMED TO HAVE OCCURRED. THE FOREGOING LIMITATIONS APPLY EVEN IF THE FOREGOING REMEDIES FAIL OF THEIR ESSENTIAL PURPOSES.

END USER AGREES THAT:

• (A) ITS USE OF THE FUNCTIONALITY OF THE CLOUD SERVICES AND ACCESS TO THE URG PLATFORM;
• (B) THE SATISFACTORY QUALITY, PERFORMANCE, AND ACCURACY OF THE CLOUD SERVICES; AND
• (C) THE USE OF OR LOSS OF INTERNET, WIRELESS CAPABILITY OR MOBILE NETWORKS; ARE ENTIRELY ITS OWN AND ENTIRE RISK.

URG IS NOT RESPONSIBLE OR LIABLE WHATSOEVER FOR THE FAILURE OF ANY THIRD-PARTY SOFTWARE, INCLUDING ANY INTERNET BROWSER OR ROUTER, TO INTEROPERATE OR FUNCTION WITH THE URG PLATFORM OR CLOUD SERVICES.

URG HAS NO LIABILITY TO ANY PERSON FOR:

• (A) ANY TAXES ASSESSED IN CONNECTION WITH ANY PURCHASE OR SALE OF ANY PARTS OR THE PROVISION OF ANY SERVICES IN CONNECTION THEREWITH;
• (B) USING THE CLOUD SERVICES DATA INPUT BY OR ON BEHALF OF END USER OR FOR ANY USE, DISCLOSURE, MODIFICATION, CORRUPTION, OR DELETION OF DATA RESULTING FROM ACCESS TO THE URG PLATFORM OR USE OF THE FUNCTIONALITY OF THE CLOUD SERVICES.

THE CLOUD SERVICES ARE DESIGNED FOR GENERIC USE AND ARE NOT DIRECTED OR CUSTOMIZED TO END USER’S SPECIFIC OR PARTICULAR CIRCUMSTANCES AND MAY CONTAIN FLAWS, DEFICIENCIES OR ERRORS IN DESIGN OR OPERATION FOR ANY END USER’S PARTICULAR NEEDS.

End User’s Indemnification Obligations; Waiver of Claims.

At its sole expense, End User must indemnify, hold harmless and defend URG and its affiliates, officers, directors, employees, and suppliers harmless from and against any and all third-party claims arising out of or relating to, and any and all resultant liability, expenses or damages arising out of any one or more of:

• (a) End User’s access to the URG Platform, use of the functionality of the Cloud Services, or input or provision of Data in connection therewith;
• (b) any and all aspects of End User’s purchase or sale of any Part through access to the URG Platform or use of the Cloud Services (including refunds, returns, price or payment disputes);
• (c) End User’s or any third party’s reliance on prices quoted for Parts;
• (d) End User’s or any third party’s use of any Parts purchased through use of the Cloud Services or through access to the URG Platform;
• (e) End User’s breach of this EULA or the URG Privacy Policy;
• (f) End User’s violation of any law;
• (g) any action taken by or on behalf of URG to investigate a suspected violation of this EULA or to respond to a violation (suspected or confirmed) of this EULA; or
• (h) End User’s gross negligence or willful misconduct.

End User hereby waives any and all claims against URG because of actions taken to investigate or respond to a violation (suspected or confirmed) of this EULA. Each End User is responsible for any breach of this EULA by its Registered Users, employees, agents, and contractors as if such breach were End User’s own breach.

Provisions relating to miscellaneous legal matters.

None of the provisions of this EULA is for the benefit of, or enforceable by, any third party. This EULA and the License is personal to End User. End User may not assign this EULA or the Licenses to any person with URG’s prior written consent, which may be withheld in URG’s sole discretion. If End User attempts to assign this EULA or the Licenses without URG’s prior written consent, the assignment is void ab initio and causes this EULA and the Licenses to terminate immediately. URG may assign this EULA with notice to, or consent from, any End User.

URG may, at any time and from time to time, unilaterally amend this EULA, including the Licenses without any obligation or liability to End User. From time to time and at any time, URG may alter the requirements for registration or the commission owed to URG under URG’s agreements with Sellers. If URG makes a material change to this EULA that adversely and materially affects a User’s rights or obligations, URG will notify each End User promptly after making such change. An End User’s continued access to the URG Platform or use of the Cloud Services after such notice is provided constitutes the End User’s acceptance of the changes and consent to be bound by this EULA, as amended. If an End User does not agree to the amendment, the End User must stop accessing the URG Platform and using the Cloud Services.

This EULA and the Privacy Policy constitute the entire agreement governing an End User’s access to the URG Platform and use of the Cloud Services, and supersede any and all prior agreements between End User and URG regarding the access to the URG Platform and use of the Cloud Services (including any prior versions of this EULA).

This EULA is governed by and interpreted in accordance with the laws of Texas without regard to any conflicts of laws provisions. This EULA is not governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly negated. Any claim or dispute between the parties arising out of or relating to this EULA must be resolved in the state or federal courts sitting in Austin, Texas, and the parties hereby irrevocably consent to the jurisdiction and venue of such courts and waive any defense of forum non conveniens or the like. If any provision of this EULA is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby, and they will be construed and interpreted to accomplish the intents of this EULA. The section headings or titles in this EULA are for convenience only and do not limit or affect their interpretation. The term “include” (and its conjugated verb or cognate noun forms) means “to include without limitation” and “to include but not limit to,” regardless of whether the words “without limitation” or “but not limited to” or their equivalent follow.

URG has all remedies available under law and equity. Failure by URG to insist upon the strict performance of any obligation or condition of this EULA, or to exercise any right or remedy available upon a breach, is not a waiver by URG of any of rights or remedies or of End User’s obligations. URG may take steps it believes are necessary or appropriate to enforce and verify the compliance with this EULA. Each of URG may disclose, without liability to End User, any personal information or account information to law enforcement and governmental authorities or other third parties as URG believes is reasonably necessary or appropriate to enforce and verify compliance with this EULA. End User must bring any claim against URG or both related to or based on the Cloud Services or this EULA within one year after the date of the event that gives rise to that claim. If legal proceedings for that claim are not commenced within that one-year period, the claim is forever waived.