EZ-PARTS MARKETPLACE SHOP TERMS OF USE

These EZ-Parts Marketplace Shop Terms of Use (these “Terms”) form a binding agreement between EZ Management Solutions, Inc., a Delaware corporation d/b/a EZ-Suite (“EZ,” “we,” “us,” or “our”), and the automobile repair shop, agent or other party accessing the EZ-Parts Marketplace (defined below) on behalf of or in relationship to an automobile repair shop (for example, an insurance adjuster), or other business identified during registration (“Shop,” “you,” or “your”). These Terms govern Shop's access to and use of the EZ-Parts Marketplace.

BY REGISTERING FOR, ACCESSING, OR USING THE EZ-PARTS MARKETPLACE, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT REGISTER FOR, ACCESS, OR USE THE EZ-PARTS MARKETPLACE. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY.

1. DEFINITIONS

1.1 “Authorized User” means an employee, contractor, or agent of Shop whom Shop has authorized to access and use the EZ-Parts Marketplace on Shop's behalf.

1.2 “Confidential Information” has the meaning given in Section 6.

1.3 “EZ-Parts Marketplace” means the online marketplace platform provided by EZ, including the Website, through which Yards may list, market, and sell Parts to Shops and through which Shops may search for, locate, and purchase Parts from Yards.

1.4 “EZ Property” means the EZ-Parts Marketplace and all software, technology, systems, documentation, trademarks, and other intellectual property used by EZ to provide it, together with all Aggregated Data, but excluding Shop Data.

1.5 “Order” means a request submitted by Shop through the EZ-Parts Marketplace to purchase one or more Parts listed by a Yard.

1.6 “Parts” means used, recycled, remanufactured, or aftermarket automotive parts offered for sale by Yards through the EZ-Parts Marketplace.

1.7 “Shop Data” means all data, content, and information Shop or its Authorized Users submit to or through the EZ-Parts Marketplace.

1.8 “Website” means www.ezparts.com and any successor site through which EZ makes the EZ-Parts Marketplace available.

1.9 “Yard” means a vehicle recycling facility, dismantler, or similar business that lists and sells Parts through the EZ-Parts Marketplace.

1.10 “Yard Microsite” means the page or pages within the EZ-Parts Marketplace on which a Yard posts Parts listings, pricing, delivery and shipping terms, warranty terms, return and refund policies, and other information specific to a particular Order.

2. ACCESS AND USE OF THE EZ-PARTS MARKETPLACE

2.1 Provision of Access. Subject to Shop's compliance with these Terms, EZ grants Shop a limited, non-exclusive, non-transferable right to access and use the EZ-Parts Marketplace during the Term, solely for Shop's internal business purposes in searching for and purchasing Parts.

2.2 Authorized Users. Shop may permit its Authorized Users to access and use the EZ-Parts Marketplace on Shop's behalf. Shop is responsible for its Authorized Users' compliance with these Terms and for all activity occurring under Shop's account, whether or not authorized by Shop.

2.3 Use Restrictions. Shop shall not, and shall not permit any Authorized User or other person to: (a) copy, modify, or create derivative works of the EZ-Parts Marketplace or any EZ Property; (b) reverse engineer, decompile, or disassemble the EZ-Parts Marketplace or attempt to access its underlying source code; (c) rent, lease, sublicense, resell, or otherwise make the EZ-Parts Marketplace available to any third party; (d) contact a Yard identified through the EZ-Parts Marketplace in order to complete a purchase of Parts outside the EZ-Parts Marketplace; (e) use a robot, scraper, or other automated means to access or extract data from the EZ-Parts Marketplace; (f) interfere with or disrupt the integrity or performance of the EZ-Parts Marketplace; (g) use the EZ-Parts Marketplace for any unlawful purpose or in a manner that violates these Terms; or (h) use the EZ-Parts Marketplace to develop, or assist a third party in developing, a competing product or service.

2.4 Reservation of Rights. EZ reserves all rights in the EZ-Parts Marketplace and EZ Property not expressly granted to Shop under these Terms.

2.5 Modifications to the EZ-Parts Marketplace. EZ may add, modify, or discontinue features or functionality of the EZ-Parts Marketplace at any time. EZ does not guarantee that the EZ-Parts Marketplace will be available at all times or free of errors.

2.6 Registration; Age. Shop must complete registration and provide EZ with accurate, current, and complete information, and must promptly update that information if it changes. Each individual accessing the EZ-Parts Marketplace on Shop's behalf must be at least 18 years of age.

3. TRANSACTIONS; RELATIONSHIP WITH YARD

3.1 Yard as Seller. The Yard, and not EZ, is the seller and merchant of record for every Part sold through the EZ-Parts Marketplace. The contract of sale for each Order is directly and solely between Shop and the applicable Yard. EZ is not a party to that contract of sale and has no liability under it.

3.2 Yard's Terms Govern Each Order. Each Yard discloses, through its Yard Microsite or otherwise, its own pricing, delivery and shipping terms, warranty terms, and return and refund policy applicable to a given Order. Those disclosed terms, together with the Order details, govern the transaction between Shop and that Yard. Shop is responsible for reviewing a Yard's posted terms before placing an Order.

3.3 No Assurance of Part Quality. EZ requires every Yard to provide at least a ninety (90) day minimum warranty on Parts sold through the EZ-Parts Marketplace, and to comply with EZ's marketplace listing standards, but EZ does not itself inspect, warrant, or guarantee any Part, and is not responsible for a Yard's failure to honor its own disclosed terms. Shop's recourse for a defective, misdescribed, or otherwise nonconforming Part is against the selling Yard.

3.4 Shop's Responsibilities. Shop is solely responsible for evaluating whether a Part is suitable for Shop's intended use, and for complying with applicable law in connection with Shop's purchase, receipt, and use of Parts.

4. PAYMENT FOR ORDERS

4.1 Payment Processing. Payments for Orders are processed through Stripe, Inc. or another third-party payment processor designated by EZ (“Payment Processor”). Shop's use of the Payment Processor is subject to the Payment Processor's own terms of service, which Shop must accept separately. EZ is not responsible for the Payment Processor's acts, omissions, availability, or services, and disclaims all warranties with respect to the Payment Processor. By using the EZ-Parts Marketplace, Shop consents to EZ's exchange of Shop's information with the Payment Processor as necessary to process payments.

4.2 No Fee to EZ. EZ does not charge Shop a fee for accessing or using the EZ-Parts Marketplace as of the date of these Terms. Shop pays only the applicable Yard's posted price for a Part, together with any shipping, core, or other charges disclosed by the Yard and any amounts charged by the Payment Processor. EZ may introduce a Shop-side fee in the future on notice to Shop as described in Section 13.6.

4.3 Disputed Charges. Shop should direct any dispute over the price, condition, or delivery of a Part to the selling Yard in the first instance. EZ has no obligation to resolve, and no responsibility for, payment disputes between Shop and a Yard.

5. INTELLECTUAL PROPERTY

5.1 EZ Property. As between EZ and Shop, EZ owns all right, title, and interest in and to the EZ Property. These Terms grant Shop no rights in the EZ Property except the limited access rights expressly set out in Section 2.

5.2 Shop Data. As between EZ and Shop, Shop owns all right, title, and interest in and to Shop Data. Shop grants EZ a non-exclusive, worldwide, royalty-free license to use, reproduce, and process Shop Data solely to operate and provide the EZ-Parts Marketplace, including to facilitate Orders.

5.3 Aggregated Data. EZ may compile data regarding use of the EZ-Parts Marketplace, including Shop Data, in an aggregated and de-identified form that does not identify Shop (“Aggregated Data”), and may use Aggregated Data for any purpose, including to develop, improve, and market EZ's products and services. Aggregated Data is and remains the sole property of EZ.

5.4 Feedback. EZ may use any feedback or suggestions Shop provides regarding the EZ-Parts Marketplace for any purpose, without compensation or attribution to Shop.

6. CONFIDENTIALITY

6.1 “Confidential Information” means non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is identified as confidential or that a reasonable person would understand to be confidential given its nature. The terms of these Terms, and EZ Property, are Confidential Information of EZ.

6.2 Each party shall protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and shall not disclose it to any third party except to its employees, contractors, and agents who need to know it to perform under these Terms and who are bound by confidentiality obligations at least as protective as this Section 6.

6.3 Confidential Information does not include information that: (a) was already known to the Receiving Party without an obligation of confidentiality; (b) is or becomes public through no fault of the Receiving Party; (c) is received from a third party without breach of any confidentiality obligation; or (d) is independently developed without use of the Disclosing Party's Confidential Information. A Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided it gives the Disclosing Party reasonable advance notice where legally permitted.

7. FUTURE FEATURES; ARTIFICIAL INTELLIGENCE

7.1 New Features Generally. EZ may add, modify, or remove features of the EZ-Parts Marketplace at any time, in its discretion, including features that incorporate or rely on artificial intelligence or machine learning technology (“AI Features”). EZ will provide additional or different terms applicable to a given AI Feature before or when that AI Feature becomes available; those additional terms apply once Shop uses that AI Feature, together with Section 7.2.

7.2 Conditional AI Terms. If and to the extent Shop uses any AI Feature, the following applies in addition to the rest of these Terms: (a) any output generated for Shop using an AI Feature (“AI Output”) may be inaccurate, incomplete, or unsuitable for Shop's purposes, including with respect to Parts fitment or compatibility, and Shop is solely responsible for independently verifying fitment and reviewing AI Output before using or relying on it; (b) EZ may use Shop Data, in aggregated and de-identified form, to develop, train, and improve EZ's AI Features and other products and services; (c) as between EZ and Shop, EZ owns all right, title, and interest in AI Output, subject to a non-exclusive, royalty-free license granted to Shop to use AI Output for Shop's internal business purposes in connection with the EZ-Parts Marketplace; and (d) EZ DISCLAIMS ALL WARRANTIES WITH RESPECT TO AI FEATURES AND AI OUTPUT TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHOP ACKNOWLEDGES THAT AI OUTPUT MAY BE INCORRECT OR MISLEADING.

8. WARRANTY DISCLAIMER

EZ warrants that it will provide the EZ-Parts Marketplace in a professional and workmanlike manner. Shop's sole remedy, and EZ's sole liability, for breach of the foregoing warranty is for EZ to use commercially reasonable efforts to correct the nonconformity or, if EZ is unable to do so, to terminate these Terms.

EXCEPT FOR THE WARRANTY STATED ABOVE, THE EZ-PARTS MARKETPLACE IS PROVIDED “AS IS” AND “AS AVAILABLE.” EZ DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. EZ DOES NOT WARRANT THAT THE EZ-PARTS MARKETPLACE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. EZ DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR, THE QUALITY, SAFETY, LEGALITY, OR FITNESS OF ANY PART SOLD BY A YARD, OR THE ACCURACY OF ANY LISTING OR ANY YARD'S DISCLOSED TERMS, THROUGH THE EZ-PARTS MARKETPLACE. ANY WARRANTY ON A PART IS PROVIDED SOLELY BY THE SELLING YARD.

SHOP ACKNOWLEDGES AND AGREES THAT THE EZ-PARTS MARKETPLACE IS DESIGNED FOR GENERAL USE AS SUPPORTED BY THE FUNCTIONALITY PRESENTED, AS UPDATED FROM TIME TO TIME, AND IS NOT DIRECTED OR CUSTOMIZED TO SHOP’S SPECIFIC OR PARTICULAR CIRCUMSTANCES AND MAY CONTAIN FLAWS, DEFICIENCIES OR ERRORS IN DESIGN OR OPERATION FOR ANY SHOP’S PARTICULAR NEEDS.

9. INDEMNIFICATION

Shop shall defend, indemnify, and hold harmless EZ and its affiliates, and each of their officers, directors, employees, and agents (each, an “EZ Indemnified Party”), from and against any and all third-party claims, and all related damages, liabilities, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to:

(a) Shop's access to or use of the EZ-Parts Marketplace;

(b) Shop's use of any Part purchased through the EZ-Parts Marketplace;

(c) Shop Data;

(d) Shop's breach of these Terms, the terms of a Yard Microsite, or violation of applicable law; or

(e) Shop's gross negligence or willful misconduct.

10. LIMITATION OF LIABILITY

IN NO EVENT WILL EZ'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE EZ-PARTS MARKETPLACE, OR ANY OTHER SERVICES EZ PROVIDES TO SHOP EXCEED ONE THOUSAND DOLLARS ($1,000).

IN NO EVENT WILL EZ BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF EZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

WITHOUT NARROWING THE FOREGOING, SHOP AGREES THAT EZ IS NOT RESPONSIBLE OR LIABLE WHATSOEVER FOR THE FOLLOWING:

• SHOP’S TRANSACTIONS WITH YARDS, INCLUDING THE SALE, DELIVERY, OR RETURN OF PARTS, COMPLIANCE WITH TERMS SET FORTH IN YARD MICROSITES, AND ANY TAXES ASSESSED IN CONNECTION WITH ANY PURCHASE OR SALE OF ANY PARTS OR THE PROVISION OF ANY SERVICES IN CONNECTION THEREWITH;
• ALL ACTS OR OMISSIONS OF YARDS OR ANY OTHER THIRD-PARTY;
• THE FAILURE OF ANY THIRD-PARTY SOFTWARE, INCLUDING ANY INTERNET BROWSER OR ROUTER, TO INTEROPERATE OR FUNCTION WITH THE EZ-PARTS MARKETPLACE; AND
• ANY LOSS, DISCLOSURE, MODIFICATION, CORRUPTION, OR DELETION OF SHOP DATA OR OTHER DATA INPUT BY OR ON BEHALF OF SHOP, OR RESULTING FROM ACCESS TO THE EZ-PARTS MARKETPLACE.

11. TERM; SUSPENSION; TERMINATION

11.1 Term. These Terms begin when Shop first registers for or uses the EZ-Parts Marketplace and continue for so long as EZ, in its sole discretion, continues to provide the EZ-Parts Marketplace or until terminated as provided in this Section 11.

11.2 Termination for Cause. EZ may suspend or terminate Shop's access to the EZ-Parts Marketplace and these Terms, effective on notice, if: (a) EZ reasonably believes Shop has breached these Terms or engaged in unlawful or fraudulent conduct; or (b) EZ receives a legal or governmental request requiring it to do so.

11.3 Termination by Shop. Shop may terminate these Terms at any time by discontinuing use of the EZ-Parts Marketplace and closing its account, without limiting any obligation or liability accrued before termination.

11.4 Effect of Termination. On termination, Shop's right to access the EZ-Parts Marketplace ends immediately. Sections 1, 3, 5, 6, 7.2, 8, 9, 10, 12, and 13 survive termination.

12. DISPUTE RESOLUTION; GOVERNING LAW

12.1 Governing Law. These Terms are governed by the laws of the State of Ohio, excluding its conflict-of-laws principles.

12.2 Good Faith Attempts to Resolve Disputes. If either party believes the other has breached or is about to breach these Terms, that party shall give the other prompt written notice. The parties shall negotiate in good faith to resolve the dispute for fifteen (15) business days after that notice (the “Resolution Period”). If the dispute remains unresolved to the complaining party's reasonable satisfaction at the end of the Resolution Period, the complaining party shall provide a written statement of the reasons for its continued dissatisfaction, and the other party shall have an additional fifteen (15) business days to cure the issue (the “Cure Period”). Shop acknowledges and agrees that its disputes with Yards do not imply a dispute with EZ and Shop covenants not to assert against or involve EZ in its claims relating to harm caused by Yards.

12.3 Arbitration. Any dispute not resolved under Section 12.2 shall be resolved by confidential, binding arbitration before a single arbitrator in Columbus, Ohio, administered under the rules of the American Arbitration Association. Each party shall bear its own attorneys' fees.

12.4 Injunctive Relief. Either party may seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction in Columbus, Ohio at any time, including before the Cure Period ends, if it in good faith believes it would otherwise suffer irreparable harm.

13. GENERAL PROVISIONS

13.1 Assignment. Shop may not assign these Terms without EZ's prior written consent. EZ may assign these Terms at any time without Shop's consent, including in connection with a merger, acquisition, or sale of assets.

13.2 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or agency relationship.

13.3 Notices. Notices to EZ must be sent both to jim@ez-suite.com (and must use subject line: “Notice of Dispute”) and, additionally, via hard copy letter addressed to EZ-Suite, 630 Lexington Ave., Suite 1A, Mansfield, OH 44907. Notices to Shop may be sent to the email address or physical address on file for Shop's account. Shop consents to receive notices electronically, which satisfy any requirement that a notice be in writing. Notices sent in accordance with this Section 13.3 will be deemed effectively given: (a) when delivered by hand (providing proof of delivery); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient.

13.4 Force Majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, pandemics, war, or cyberattack, provided the affected party gives prompt notice.

13.5 Export Compliance. Shop shall comply with all applicable U.S. export control laws and regulations in connection with its use of the EZ-Parts Marketplace, and shall not access or use the EZ-Parts Marketplace from, or make it available in, any country or to any person to which such access is prohibited under U.S. law.

13.6 Amendments. EZ may modify these Terms from time to time by posting the revised Terms and providing notice as described in Section 13.3. Continued use of the EZ-Parts Marketplace after the effective date of a revision constitutes acceptance of the revised Terms. If Shop does not agree to a revision, Shop must stop using the EZ-Parts Marketplace.

13.7 No Waiver; Severability. A party's failure to enforce a provision of these Terms is not a waiver of that provision. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.

13.8 Entire Agreement. These Terms, together with any Order details, are the entire agreement between EZ and Shop regarding the EZ-Parts Marketplace and supersede all prior agreements on that subject.