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These Shipping Protection Program Terms (\u201cShipping Protection Program Terms<\/strong>\u201d) are attached to and made part of the Terms of Service between you (\u201cCustomer<\/strong>\u201d or \u201cyou<\/strong>\u201d) and RevolutionParts, Inc. (\u201cRevolutionParts<\/strong>\u201d) (the \u201cAgreement<\/strong>\u201d). In the event of any conflict between the terms in these Shipping Protection Program Terms and the Agreement, these Shipping Protection Program Terms will control.<\/p>\n Extend, Inc. (\u201cExtend<\/strong>\u201d), through its licensed insurance producer entity, Extend Insurance Agency, Inc. (\u201cEIA<\/strong>\u201d), and RevolutionParts have established a shipping protection program (the \u201cShipping Protection Program<\/strong>\u201d) to enable Customer and\/or retail purchasers that purchase auto parts and other products from Customer (\u2018Retail Purchasers<\/strong>\u201d) to insure their shipments of goods under one or more insurance policies (\u201cPolicies<\/strong>\u201d) brokered through RevolutionParts\u2019 request by EIA and issued to Extend. Extend or RevolutionParts will make the shipping protection offerings, sales, optimization and administration services and associated application programming interface (API) available to Customer (together with the Documentation, as hereinafter defined, the \u201cShipping Protection<\/strong> Services<\/strong>\u201d).<\/p>\n BY USING THE SHIPPING PROTECTION SERVICES, YOU AGREE TO ABIDE BY AND BE BOUND BY THESE SHIPPING PROTECTION PROGRAM TERMS. You agree that your assent, given electronically, will have the same legal effect as if it had been personally signed by you. To the extent permitted by law, these Shipping Protection Program Terms are intended to supersede any provisions of applicable law, which might otherwise limit its enforceability or effect, because it was entered into electronically. By accepting these Shipping Protection Program Terms, you also represent that you are authorized to accept these Shipping Protection Program Terms on behalf of your company, if applicable.<\/p>\n <\/strong>1. SHIPPING PROTECTION<\/strong><\/p>\n 1.1 <\/strong>Shipping Protection Program Documents; Compliance with Terms<\/strong>.<\/p>\n 1.1.1 Shipping Protection Program Documents.<\/strong> The Shipping Protection Program will be governed by the terms of the Agreement, these Shipping Protection Program Terms and the Policies (the \u201cShipping Protection Program Documents<\/strong>\u201d); provided that Extend may issue certain other documents, agreements, disclosures or other materials from time to time which shall be included in the Shipping Protection Program Documents. Customer hereby accepts and agrees to comply with the Shipping Protection Program Documents, all as modified from time to time. \u00a0Customer will notify RevolutionParts promptly if Customer is unable to comply with (or if Customer believes any aspect of the Shipping Protection Program is inconsistent with) any Shipping Protection Program Document.<\/p>\n 1.1.2\u00a0 Modification of Shipping Protection Program Documents. <\/strong>Extend may modify any Shipping Protection Program Document at any time in Extend\u2019s discretion.<\/p>\n 1.2 SDK License and Restrictions.\u00a0 <\/strong><\/p>\n 1.2.1 <\/strong>Subject to the restrictions contained in Sections 1.2.2, 1.2.4 and 1.4.5 hereof, Extend hereby grants to Customer a nonexclusive, nontransferable, royalty-free license to use the items in the software development kit, including the software code that Extend has included for Customer to incorporate into Customer\u2019s E-Commerce Property (the \u201cSample Code<\/strong>\u201d), made available to Customer as part of the Shipping Protection Services (the software development kit, including the Sample Code, the \u201cSDK<\/strong>\u201d) only for the purpose of internal development of application programs designed to function with the Shipping Protection Services and for Customer to use the resulting applications on Customer\u2019s website hosted by RevolutionParts or its marketplace (\u201cCustomer\u2019s E-Commerce Property<\/strong>\u201d) in order to offer shipping protection plans to Retail Purchasers through Customer\u2019s E-Commerce Property for such period that Extend allows Customer to access to the Shipping Protection Program. Under these Shipping Protection Program Terms, Customer may use, modify or merge all or portions of the Sample Code with Customer\u2019s E-Commerce Property.\u00a0 Any modified or merged portion of the Sample Code shall remain subject to this Agreement in all respects.<\/p>\n 1.2.2 <\/strong>Customer may only use the SDK as expressly provided in Section 1.2.1 hereof. For the avoidance of doubt, Customer may not include any portion of the SDK in Customer\u2019s products.<\/p>\n 1.2.3<\/strong> Customer may make a limited number of copies of the SDK to be used by its employees or contractors who are authorized by Customer to use the Shipping Protection Services on Customer\u2019s behalf (\u201cUsers<\/strong>\u201d) as expressly provided herein, and not for general business purposes, and such employees or consultants shall be subject to the obligations and restrictions in these Shipping Protection Program Terms.<\/p>\n 1.2.4 <\/strong>Customer will not (a) make the Shipping Protection Services or SDK available to, or use the Shipping Protection Shipping Protection Services or SDK for the benefit of, anyone other than Customer or its Users, (b) sell, resell, license, sublicense, distribute, rent or lease the Shipping Protection Services or SDK, or include the Shipping Protection Services or SDK in a service bureau offering, (c) use the Shipping Protection Services or SDK to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Shipping Protection Services or SDK to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of the Shipping Protection Services or SDK or any third-party data contained therein, (f) attempt to gain unauthorized access to the Shipping Protection Services or SDK or any related systems or networks, (g) permit direct or indirect access to or use of the Shipping Protection Services or SDK in a way that circumvents a contractual usage limit, (h) copy the Shipping Protection Services or SDK or any part, feature, function, or user interface thereof, (i) frame or mirror any part of the Shipping Protection Services or SDK, other than framing on Customer\u2019s own intranets or otherwise for Customer\u2019s own internal business purposes or as permitted in any manuals, documentation and other supporting materials related to the Shipping Protection Services that Extend or RevolutionParts provides to Customer or that Customer can access in connection with the Shipping Protection Program Terms (the \u201cDocumentation<\/strong>\u201d), (j) access the Shipping Protection Services or SDK in order to build a competitive product or service or (k) reverse engineer, disassemble, or decompile the Services or SDK.<\/p>\n 1.2.5 <\/strong> Extend and its licensors, as applicable, own all rights, title, and interest in and to the Shipping Protection Services, the SDK and the Extend name and logo. Customer\u2019s rights to the Shipping Protection Services, the SDK and the Extend name and logo are limited to the rights expressly granted to Customer in this Section 1.2, 1.4.3 and 1.4.4 hereof.\u00a0 Extend reserves all rights not expressly granted in the Shipping Protection Program Terms.\u00a0 Customer owns all rights, title, and interest in and to all data or information provided by Customer that is reasonably required for the provision of the Shipping Protection Services, excluding Retail Purchaser Data (\u201cCustomer Data<\/strong>\u201d) and its software platform and related services offered to Retail Purchasers. For purposes of these Shipping Protection Program Terms, \u201cRetail Purchaser Data<\/strong>\u201d means any and all data relating to a Retail Purchaser, including Personal Information (as defined below). For the avoidance of doubt, Customer Data does not include Retail Purchaser Data.<\/p>\n 1.3 <\/strong>Extend Shipping Protection Program Operation.<\/strong><\/p>\n 1.3.1 Policies.<\/strong> Customer acknowledges that Extend has arranged for one or more Policies to be issued from time to time by insurers Extend selects in its sole discretion (\u201cInsurers<\/strong>\u201d). Customer acknowledges that the initial Policy or Policies for the Shipping Protection Program are acceptable to Customer. The terms of each Policy will govern all matters related to such Policy, including how it may be terminated or modified and who may have any rights or interests thereunder, and Customer acknowledges that no Retail Purchaser or Customer will be a named or additional insured or an intended third-party beneficiary under any Policy. Extend, as authorized by and on behalf of the Insurers, reserves the right, in its sole discretion, to modify any terms of any Policy (including coverage limitations, exclusions and coverages) or to terminate any Policy, and Customer hereby waives any rights it may have under applicable law to receive notice of or to consent to any such modifications or termination. Except as provided in the preceding sentence, in no event shall these Shipping Protection Program Terms be deemed to modify any Policy, and to the extent any Shipping Protection Program Document otherwise conflicts with any Policy, the terms of the Policy shall govern and control.<\/p>\n 1.3.2\u00a0 Claim Adjustments and Payments<\/strong>. Extend will establish procedures with Customer regarding the filing of claims under the Shipping Protection Program by the Retail Purchasers, for loss, theft or damage of insured goods (\u201cShipping Protection Claims<\/strong>\u201d) and regarding payments or reimbursements by the applicable Insurer (or by Extend or by EIA on behalf of such Insurer) in respect of valid Shipping Protection Claims. Extend, EIA and the applicable Insurer shall have sole responsibility for evaluating and adjusting any Shipping Protection Claims.\u00a0 Customer agrees that Extend may arrange for the Retail Purchasers to receive reimbursement in the form of a virtual commercial debit card or other virtual card solution, or may purchase replacements that a Retail Purchaser is entitled to via an Extend payment method.\u00a0 If Customer receives a completed Shipping Protection Claim form from a Retail Purchaser, Customer will deliver it to Extend promptly and in any event within three (3) business days. Extend (or any Extend affiliate) will remit payment that relates to a Shipping Protection Claim filed by a Retail Purchaser to such Retail Purchaser promptly and in any event within five (5) business days. Retail Purchasers may file Shipping Protection Claims with Extend and receive Shipping Protection Claim payments or reimbursements from Extend (or its affiliates, as applicable) as loss payees under the Policies, and in such event, Customer shall be deemed to have authorized Retail Purchasers and Extend (or its affiliates, as applicable) to do so.<\/p>\n 1.3.3\u00a0 Pricing to Retail Purchasers.<\/strong> On behalf of the Insurers, EIA will provide the participation fees to be charged under the Shipping Protection Program (\u201cShipping Protection Program Participation Fees<\/strong>\u201d) to Retail Purchasers and prospective Retail Purchasers.<\/p>\n 1.3.4\u00a0 Excluded Retail Purchasers and Shipments. <\/strong>Extend reserves the right to exclude certain Retail Purchasers or types of shipments from the Shipping Protection Program at any time in Extend\u2019s sole discretion (including based on Extend\u2019s assessment of risk or claims history) and to condition any Retail Purchasers\u2019 continued participation in the Shipping Protection Program on additional or different requirements (including special packaging requirements). Customer will take such actions as may be necessary to exclude such Retail Purchasers or shipments from the Shipping Protection Program and to take reasonable actions as requested by Extent to assist with implementing procedures or conducting inquiries to ensure that any applicable Retail Purchasers comply with such additional or different requirements. Notwithstanding anything herein to the contrary, Customer agrees to comply with all terms and conditions imposed by the transportation carrier(s), via tariff or otherwise, applicable to the shipment of hazardous materials, and will be liable for any violation thereof.<\/p>\n 1.3.5\u00a0 Communications with Retail Purchasers.<\/strong> Customer authorizes Extend and its affiliates to contact and interact with Retail Purchasers on Customer\u2019s behalf in connection with administering and maximizing utilization of the Shipping Protection Program (including for billing and collection, Shipping Protection Claims processing, Shipping Protection Program promotion and other purposes). Notwithstanding anything to the contrary contained in these Shipping Protection Program Terms, Customer also acknowledges that Extend and its affiliates may contact and interact with Retail Purchasers, and otherwise process any information about or relating to Retail Purchasers, for the purposes described herein and in Extend’s privacy notice.<\/p>\n 1.3.6\u00a0 Relationship. <\/strong>Customer acknowledges that in providing services under the Shipping Protection Program:<\/p>\n (i)\u00a0\u00a0 EIA acts as an insurance broker for purposes of facilitating the placement of the Policies.\u00a0 In connection with that relationship, Customer warrants that Customer has comprehensively reviewed and read the Insurance Disclosures and any Policies or other Shipping Protection Program Documents provided to Customer.\u00a0 Customer further warrants that the coverage described in the Policies, Insurance Disclosures and Shipping Protection Program Documents is suitable for Customer\u2019s needs and the needs of Retail Purchasers and that Customer will immediately contact Extend in writing in the event of any provisions thereof that Customer or Retail Purchasers do not understand.\u00a0 Absent such inquiries, Customer agrees that Extend has no duty to interpret or explain insurance coverage application, restrictions and\/or limitations to Customer or to any Retail Purchasers.<\/p>\n (ii)\u00a0\u00a0 Extend acts as a consultant with respect to all other services Extend may provide.\u00a0 Extend\u2019s consulting services may include, but are not necessarily limited to, training or other assistance that Extend provides in connection with implementation of any APIs or other technologies that Customer may use, as well as training or other assistance in connection with the set-up, administration or maintenance of the Shipping Protection Program over time (such as training or advice related to Customer\u2019s offerings under the Shipping Protection Program, embedded services, shopping cart organization, and placement of Shipping Protection Program-related disclosures).<\/p>\n 1.4 <\/strong>Customer Shipping Protection Program Administration.\u00a0 <\/strong><\/p>\n 1.4.1\u00a0 Retail Purchasers Complaints or Compensation Inquiries.<\/strong> Customer will notify Extend in writing regarding any Retail Purchaser complaint that Customer receives regarding the Shipping Protection Program promptly (and in any event within two (2) business days) after receipt.<\/p>\n 1.4.2\u00a0 Monitoring and Reporting.<\/strong> Customer will provide Extend with all reasonable and mutually agreed-upon information and reporting about the Shipping Protection Program that Extend may reasonably request from time to time, including information regarding new and active Shipping Protection Program Participation and information enabling Extend to analyze and assist Customer in increasing Shipping Protection Program utilization.<\/p>\n 1.4.3\u00a0 Responsibilities for Users.\u00a0 <\/strong>Customer will (a) be responsible for its Users\u2019 compliance with the Shipping Protection Program Terms and any and all activities that occur under Customer accounts, (b) maintain the confidentiality of User access credentials and use commercially reasonable efforts to prevent unauthorized access to or use of the Shipping Protection Services and notify Extend promptly of any such unauthorized access or use, (c) be responsible for the means by which Customer obtained such Retail Purchaser Data; (d) provide all notices and obtain all consents and rights necessary under any Data Protection Laws (as defined in Section 6 hereof) for Customer to lawfully disclose or otherwise make available Retail Purchaser Data to Extend, including any required notices to, or consents from, individuals under Data Protection Laws to enable Extend to Process Retail Purchaser Data pursuant to these Shipping Protection Program Terms; and (e) use the Shipping Protection Services only in accordance with the Documentation and all applicable laws and regulations, including, without limitation, applicable privacy laws, export control laws and regulations of the United States and all applicable jurisdictions, including economic and trade sanctions administered by the Office of Foreign Assets Control of the United States Department of Treasury. In addition, Customer shall be responsible for keeping the information in Users\u2019 accounts with Extend up-to-date. Customer\u2019s or its User\u2019s failure to maintain accurate information, including having expired or inaccurate payment information, could result in Customer\u2019s or its Users\u2019 inability to use Extend\u2019s Shipping Protection Services. Customer and its Users are responsible for maintaining the confidentiality of such Users\u2019 account information, including usernames and passwords.\u00a0 Customer is responsible for all activities that occur under its Users\u2019 accounts and agrees to notify Extend immediately of any unauthorized access or use of a User\u2019s account.\u00a0 Customer is responsible for all activities that occur under its accounts, including maintaining the confidentiality of the Users\u2019 account information, including usernames and passwords.\u00a0 Extend is not responsible or liable for any damage or loss related to any unauthorized access or use of a User\u2019s account to the extent caused by the acts or omissions of Customer.\u00a0 For purposes of these Shipping Protection Program Terms, \u201cProcess<\/strong>\u201d means any operation or set of operations performed upon data or information, whether or not by automatic means (including, without limitation, creating, collecting, aggregating, procuring, obtaining, accessing, recording, organizing, structuring, storing, adapting, altering, retrieving, consulting, using, disclosing, disseminating, making available, aligning, combining, restricting, erasing and\/or destroying any such data or information).<\/p>\n 1.4.4\u00a0 Information.<\/strong>\u00a0 Customer shall provide Extend with all information required for Extend to provide the Shipping Protection Services, including, but not limited to, Retail Purchasers\u2019 information.<\/p>\n 1.4.5\u00a0 Restrictions.<\/strong>\u00a0 Customer may only market and sell the Shipping Protection Services in all fifty states of the United States and the District of Columbia, but excluding Puerto Rico.\u00a0 Notwithstanding the previous sentence, upon notice from Extend or RevolutionParts that Customer may not continue marketing and\/or selling the Shipping Protection Services in a jurisdiction (any such jurisdiction, an \u201cExcluded Jurisdiction<\/strong>\u201d), Customer shall promptly discontinue the marketing and sale of the Shipping Protection Services in the Excluded Jurisdiction following receipt of such notice, unless and until Extend notifies Customer that it may resume marketing or selling the Shipping Protection Services in the Excluded Jurisdiction (at which point such jurisdiction will cease to be an \u201cExcluded Jurisdiction\u201d hereunder).<\/p>\n 1.5 <\/strong>Consideration.\u00a0 <\/strong>Customer acknowledges that the benefits received by Retail Purchasers under the Shipping Protection Program constitute valid and sufficient consideration for Customer\u2019s agreements under the Shipping Protection Program Documents. Customer will not be entitled to receive any compensation for the services performed under or in connection with the Shipping Protection Program.<\/p>\n 1.6 <\/strong>No Indirect Shipping Protection Program Participants.\u00a0 <\/strong>Nothing in these Shipping Protection Program Terms or any other Shipping Protection Program Document constitutes authorization for any Retail Purchasers or other end user to offer participation in the Shipping Protection Program to any other person or entity or to assume any of Customer\u2019s duties or rights under the Shipping Protection Program Documents. Customer will notify Extend in writing promptly if Customer becomes aware that any Retail Purchaser or other end user has offered (or intends to offer) participation in the Shipping Protection Program to any other person or entity or has assumed (or intends to assume) any of Customer\u2019s duties or rights under the Shipping Program Documents in order to offer participation in the Shipping Protection Program to any other person or entity. Customer acknowledges that Customer\u2019s Retail Purchasers and other end users are not authorized to offer participation in the Shipping Protection Program to other persons or entities or otherwise administer the Shipping Protection Program unless the applicable Retail Purchasers or other end users have entered into agreements with Extend regarding the same.<\/p>\n 1.7 Additional Shipping Protection Program Requirements.\u00a0 <\/strong>Customer agrees that Extend may modify or supplement this Section 1.7 from time to time in their sole discretion for matters that, in their determination, are necessary or advisable to cause the Shipping Protection Program to conform to regulatory requirements. Any such changes will become effective on the fifth (5th) business day after Extend or RevolutionParts delivers notice thereof to Customer.<\/p>\n 1.7.1 Insurance Disclosure.<\/strong> \u00a0In all communications (and platforms for communication) that Customer uses to support and implement the Shipping Protection Program, Customer will (and will cause each of Customer\u2019s employees or agents to) provide the following disclosure in a conspicuous manner (the \u201cInsurance Disclosures<\/strong>\u201d):<\/p>\n Eligible shipments are insured under a cargo insurance policy (the \u201cExtend Policy\u201d) issued to Extend, Inc. (\u201cExtend\u201d) by Overtime Insurance Solutions Corporation and produced through Extend Insurance Agency, Inc. (\u201cEIA\u201d).\u00a0 While you are not an insured under the Extend Policy, any reimbursement will be directed to you as a loss payee.\u00a0 Coverage may not be available in all jurisdictions and coverage is governed by the terms, conditions, limitations and exclusions set forth in the Extend Policy.\u00a0 Extend and EIA may earn commission or other compensation in connection with making coverage available for eligible shipments under the Extend Policy.<\/p>\n 1.7.2 No Mark-Up.<\/strong> \u00a0Customer will not raise or lower the Shipping Protection Program Participation Fees or any other pricing related to the insurance coverage available under any Policy or add any mark-up to such Shipping Protection Program Participation Fees or pricing.<\/p>\n 1.7.3 Embedded Shipping Protection Services and Rates.<\/strong>\u00a0 Although the Shipping Protection Program may be embedded with other services Customer provides into a combined service offering, if Customer provides a single rate for such embedded services, then Customer must disclose the amount charged for insurance under the Shipping Protection Program (as provided by EIA) to Retail Purchasers except<\/u> when: (i) Customer offers an embedded offering consisting only<\/u> of shipping and insurance (\u201cInsured Shipping Solution<\/strong>\u201d); and (ii) Customer does not offer Retail Purchasers a different shipping option other than the Insured Shipping Solution.\u00a0 Even where an embedded rate is permitted pursuant to this paragraph, such embedded rate must not be used by Customer as a means to mark up the cost of insurance (as provided to Customer by EIA).<\/p>\n 1.7.4\u00a0 Retail Purchaser Acceptance of Insurance Disclosures. \u00a0<\/strong>Before any Retail Purchaser (or prospective Retail Purchaser) elects (or is given the opportunity to elect) to insure any shipment of goods under any Policy or otherwise participate in the Shipping Protection Program (\u201cShipping Protection Program Participation<\/strong>\u201d), Customer will ensure that the then-current Insurance Disclosures (in accordance with Section 1.7.1) are made available to the Retail Purchaser and Customer will require the Retail Purchaser to be bound by them, in each case in a manner reasonably acceptable to Extend.<\/p>\n 1.7.5\u00a0 Communications Regarding Shipping Protection Program and Policy Details.<\/strong>\u00a0 Customer will not communicate with Retail Purchasers or other persons or entities regarding the Policies, including regarding insurance pricing, covered commodities, coverage scope, limitations or exclusions, requests for copies of Policies covering the Retail Purchaser\u2019s shipments, claim documents and claim adjustments (collectively, \u201cPolicy Details<\/strong>\u201d), except (i) by providing to Retail Purchaser\u2019s (or instructing Retail Purchasers how to access) copies of information and materials in the form that Extend has approved in writing (and to the extent that Extend instructs Customer to provide any such information or materials to Retail Purchasers (including any information related to exclusions or special requirements under any Policy), Customer will do so promptly) and (ii) by instructing Retail Purchasers to direct any and all questions regarding Policy Details to EIA or Extend. Customer will not summarize or paraphrase any Policy Details in communications with Retail Purchasers or other persons or entities. Without limiting the foregoing, Customer will communicate all information regarding the Shipping Protection Program in an accurate and timely manner.<\/p>\n 1.7.6<\/strong>\u00a0 Review and Approval of Promotional Materials.<\/strong> \u00a0EIA or Extend may prepare and provide promotional collateral for Customer to provide to Retail Purchasers.\u00a0 Any such promotional collateral must not be altered by Customer (including by removing Extend\u2019s or EIA\u2019s name or logo or adding Customer\u2019s name or logo) unless approved by EIA or Extend, which approval shall not be unreasonably withheld.\u00a0 To the extent that Customer develops any promotional collateral or other materials or information related to the Shipping Protection Program, Customer will obtain Extend\u2019s approval, which shall not be unreasonably withheld, of all such Shipping Protection Program materials (to the extent the materials or information relate to the Shipping Protection Program) prior to sharing them with any Retail Purchasers or otherwise using them in connection with administration of the Shipping Protection Program. Customer may not modify any Shipping Protection Program materials that Extend has approved without having obtained Extend\u2019s approval of all such modifications in accordance with the procedures set forth in this paragraph.<\/p>\n 2. MANUFACTURER\u2019S WARRANTY<\/strong>.<\/p>\n 2.1<\/strong> Customer understands and agrees that the Shipping Protection Program does not replace or change the terms and conditions of any manufacturer warranty.\u00a0 Parts and services covered under the manufacturer\u2019s warranty will be provided by Customer pursuant to the terms and conditions of such warranty.<\/p>\n 3. MARKETING<\/strong>.<\/p>\n 3.1<\/strong> Extend may reproduce and use Customer\u2019s name and\/or logo for the sole purpose of indicating the existence of a customer relationship with Customer.\u00a0 Extend may develop case studies about the Shipping Protection Program for use in its marketing materials, subject to Customer\u2019s pre-approval of such use in writing in each instance.<\/p>\n 4. TERMINATION<\/strong>.<\/p>\n 4.1 <\/strong>Extend or RevolutionParts may take steps to disable Customer\u2019s access to the Shipping Protection Program (a) in the event Extend or RevolutionParts becomes aware that Customer is not complying with the Shipping Protection Program Terms or (b) in the event Extend and RevolutionParts terminate their relationship, and, in each case, Customer shall take all actions requested by Extend or RevolutionParts necessary to assist Extend and RevolutionParts in disabling such access.<\/p>\n 5. CONFIDENTIALITY<\/strong>.<\/p>\n 5.1 <\/strong>For the purposes of the Shipping Protection Program Terms, \u201cConfidential Information<\/strong>\u201d means any business or technical information that Extend or RevolutionParts discloses to Customer, in writing, orally or by any other means, that should reasonably have been understood by the receiving party to be confidential and proprietary information of Extend.\u00a0 Customer will not use or disclose Extend\u2019s Confidential Information, except as permitted under these Shipping Protection Program Terms.\u00a0 Customer agrees to maintain in confidence and protect Extend\u2019s Confidential Information using at least the same degree of care as such party uses for its own information of a similar nature, but in all events at least a commercially reasonable degree of care.\u00a0 Customer shall disclose Extend\u2019s Confidential Information only to such party\u2019s employees, independent contractors, consultants and legal and financial advisors (collectively, \u201cRepresentatives<\/strong>\u201d), in each case, (a) with a need to know such information, (b) who are parties to appropriate agreements sufficient to comply with this Section 5.1 and (c) who are informed of, and required to comply with, the obligations imposed by this Section 5.1.\u00a0 Customer will be responsible for all acts and omissions of its Representatives.\u00a0 This section shall not apply to information that becomes publicly available or is independently developed without use of the confidential information.<\/p>\n 6. DATA PROTECTION<\/strong>.<\/p>\n For purposes of the Shipping Protection Program Terms, “Data Protection Laws<\/strong>” means all applicable federal, state, and local laws, rules, regulations, directives and governmental requirements currently in effect and as they become effective relating in any way to the privacy, confidentiality or security of any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, consumer or household (\u201cPersonal Information<\/strong>\u201d), including without limitation, the California Consumer Privacy Act of 2018, Cal. Civ. Code \u00a7 1798.100 et seq. (“CCPA<\/strong>“).\u00a0 Any capitalized term used in this Section 6 but not otherwise defined in the Shipping Protection Program Terms shall have the meaning ascribed to it under Data Protection Laws.<\/p>\n 6.1 Customer Data<\/strong>.<\/p>\n 6.1.1<\/strong> Extend may Process Customer Data: (1) to share with other Service Providers as subcontractors, where such Service Providers meet the requirements for a Service Provider under Data Protection Laws; (2) for internal use by Extend to provide the Shipping Protection Services contemplated under the Shipping Protection Program Terms; (3) to detect data security incidents, or protect against fraudulent or illegal activity; (4) to comply with applicable laws; (5) to comply with a civil, criminal, or regulatory inquiry, investigation, subpoena, or summons by government authorities; (6) to cooperate with law enforcement agencies concerning conduct or activity that Extend reasonably and in good faith believes may violate federal, state, or local law; or (7) to exercise or defend legal claims.<\/p>\n 6.1.2<\/strong> Extend may, as part of providing the Shipping Protection Services, permanently de-identify and aggregate Customer Data.\u00a0 Such de-identified and aggregated data, which may not be re-identified in accordance with general industry standards, may be used by Extend for its internal business purposes, including building or improving the quality of its Services.<\/p>\n 6.1.3<\/strong> For the avoidance of doubt, the requirements and restrictions set forth in Section 6.1 do not apply to Retail Purchaser Data.<\/p>\n 6.2 Retail Purchaser Data<\/strong>.\u00a0 Each of Customer and Extend shall have equal right to Process Retail Purchaser Data.\u00a0 The parties acknowledge and agree that Extend acts as a separate and independent Data Controller and Business in its own right with regard to their respective Processing of Retail Purchaser Data, including without limitation any Personal Information contained within Retail Purchaser Data.\u00a0 Extend shall independently determine in its own right the purposes and means of their respective Processing of Retail Purchaser Data.<\/p>\n 6.2.1<\/strong>\u00a0 Customer shall implement and maintain reasonable measures to protect against (i) reasonably anticipated threats or hazards to the security or integrity of Retail Purchaser Data; and (ii) unauthorized access to, or acquisition of, Retail Purchaser Data.<\/p>\n 6.2.2\u00a0 <\/strong>Customer shall cooperate in good faith to Extend, as necessary and appropriate, with fulfilling Extend\u2019s obligation to respond to individuals’ requests to exercise their rights under Data Protection Laws with respect to Retail Purchaser Data.\u00a0 Customer shall not respond to any inquiry, complaint, request or claim from an individual concerning Extend\u2019s data practices and will promptly forward any such request to Extend. This includes any request for access, deletion, correction, portability and consent withdrawal under Data Protection Laws.<\/p>\n 7. THIRD PARTY BENEFICIARY<\/strong>.<\/p>\n 7.1<\/strong> Extend is a third-party beneficiary to these Shipping Protection Program Terms and Section 23 (Governing Law), 25 (Force Majeure), 27 (Severability), 28 (Waiver and Amendment), 29 (Assignment), 31 (Integrated Agreement) and 32 (Causes of Action) of the Agreement (mutatis mutandis<\/em>) and is entitled to the rights and benefits of these Shipping Protection Program Terms and the Agreement.\u00a0 Extend shall have the right to enforce these Shipping Protection Program Terms and the Agreement directly to the extent it deems such enforcement necessary or advisable to protect its rights under these Shipping Protection Program Terms and the Agreement.<\/p>\n 8. INDEMNIFICATION<\/strong><\/p>\n 8.1<\/strong> Customer agrees to defend, indemnify and hold RevolutionParts and Extend harmless from and against any and all losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of, related to, or connected with any third-party claim (\u201cClaim<\/strong>\u201d) that may arise out of or be related to or connected with (i) a violation by Customer of applicable laws, including without limitation applicable privacy laws, (ii) Customer\u2019s breach of Section 5 (Confidentiality) of these Shipping Protection Program Terms or (iii) Customer\u2019s products, including any manufacturer\u2019s warranty with respect to such products.<\/p>\n 9. LIMITATION OF LIABILITY<\/strong><\/p>\n 9.1<\/strong> To the extent permitted by applicable law, in no event shall RevolutionParts or Extend have any liability to Customer or any Retail Purchaser under these Shipping Protection Program Terms or the Agreement, including for any indirect, special, incidental, punitive, or consequential damages (including for loss of profit, revenue, or data) arising out of or in connection with the Shipping Protection Services or these Shipping Protection Program Terms, however caused, and under whatever cause of action or theory of liability brought (including under any contract, negligence, or other tort theory of liability) even if advised of the possibility of such damages. Customer agrees that this Section 9.1 represents a reasonable allocation of risk.<\/strong><\/p>\n \u00a0<\/strong><\/p>\n [\/et_pb_text][\/et_pb_column][\/et_pb_row][\/et_pb_section]<\/p>\n","protected":false},"excerpt":{"rendered":" Shipping Protection Program Terms These Shipping Protection Program Terms (\u201cShipping Protection Program Terms\u201d) are attached to and made part of the Terms of Service between you (\u201cCustomer\u201d or \u201cyou\u201d) and RevolutionParts, Inc. (\u201cRevolutionParts\u201d) (the \u201cAgreement\u201d). In the event of any conflict between the terms in these Shipping Protection Program Terms and the Agreement, these Shipping […]<\/p>\n","protected":false},"author":1,"featured_media":54515,"parent":0,"menu_order":10,"comment_status":"closed","ping_status":"closed","template":"","meta":{"_acf_changed":false,"_et_pb_use_builder":"on","_et_pb_old_content":" MOTOR hereby grants to You a nontransferable, non-exclusive, limited license to access and use the MOTOR Databases (\"DATABASES\"), including any updates provided by MOTOR on a vehicle-byvehicle look-up basis, for part number, price and application reference only, in accordance with the terms and conditions of this Agreement.<\/p> The Databases may only be used at one physical location, on multiple workstations, but may not be used at any other site nor made accessible from any other site via a computer network. You agree that You shall not, and shall not permit others, including but not limited to third parties, to directly or indirectly (i) alter or copy in any form or medium all or any part of the Databases (except for data located on an individual, vehicle by vehicle, lookup basis), nor make such data part of any electronic retrieval system; (ii) create any derivative work from, or adaptation of, the Databases; (iii) use the Databases to facilitate the generation of collision repair estimates; (iv) lease, license, sell, or otherwise publish, communicate, distribute or display to third parties in any form or medium all or any part of the Databases, (v) create any publications, in electronic, printed or other format, based in whole or in part on data from the Databases, alone or in combination with any other data; (vi) download the Databases (other than the data obtained on a vehicle-byvehicle look-up basis) or transmit the Databases electronically by any means; (vii) use the Databases on multiple computers or at multiple locations unless such use is covered by an individual license for each computer or use; (viii) remove any product identification, copyright, trademark or other notice from the Databases or the Documentation; (ix) use any graphics contained in the Databases other than as specifically granted in Section 1 above; or (x) reverse engineer, reverse assemble, or reverse compile the Databases; (xi) MOTOR in its sole judgment shall be entitled to discontinue providing any OEM proprietary data from the Databases in the event it is, for any reason, not available or in the event any OEM imposes commercially unreasonable fees or restrictions on use of such data.<\/p> You agree that the data contained in the Databases contain confidential information, and that MOTOR owns all rights in the Databases and the data contained therein, including without limitation all copyright and other proprietary rights. You agree to keep confidential and use your best efforts to prevent and protect the Databases from unauthorized disclosure or use. You agree that the confidentiality obligations shall survive termination of this Agreement.<\/p> MOTOR FURNISHES THE DATABASES ON AN \"AS IS\" BASIS AND WITHOUT ANY WARRANTY. MOTOR DOES NOT WARRANT THAT USE OF THE DATABASES WILL BE UNINTERRUPTED OR ERROR FREE, OR WILL MEET YOUR REQUIREMENTS. MOTOR SPECIFICALLY EXCLUDES AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS AND ANY WARRANTY THAT MAY ARISE BY REASON OF TRADE USAGE, CUSTOM OR COURSE OF DEALING AND YOU HEREBY EXPRESSLY WAIVE ANY AND ALL SUCH WARRANTIES. YOU ASSUME THE ENTIRE RISK AS TO RESULTS AND PERFORMANCE OF THE DATABASES. UNDER NO CIRCUMSTANCES SHALL MOTOR BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE DATABASES. SUCH LIMITATION ON DAMAGES INCLUDES, BUT IS NOT LIMITED TO, LOST GOODWILL, LOST PROFITS, LOSS OF DATA, WORK STOPPAGE OR IMPAIRMENT OF OTHER GOODS, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BROUGHT, EVEN IF MOTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT.<\/p> This Agreement is effective for the period of time set forth in your Agreement with the web site or web service owner hosting the DATABASES, but in no event longer than the term of the agreement between MOTOR and that web site or web service host. MOTOR may terminate this Agreement if You do not comply with any term or condition of this Agreement. Should this Agreement terminate, You agree to destroy any data previously obtained from the DATABASES.<\/p>1. LICENSE GRANT.<\/h4>
2. USER RESTRICTIONS.<\/h4>
3. OWNERSHIP; CONFIDENTIALITY.<\/h4>
4. DISCLAIMER OF WARRANTIES, LIABILITY.<\/h4>
5. TERM; TERMINATION.<\/h4>
6. MISCELLANEOUS.<\/h4>