Terms and Conditions
of any material contained in the in www.apusolutions.com (the "Site") is
strictly prohibited and the use of such material is subject to the following
Terms and Conditions.
following document describes your responsibilities as a user and registered
member of APU Solutions® (the "Company," "we," "our"
or "us") and our responsibilities to you. Please review this information carefully
The Terms and Conditions describe your responsibilities and limits our
liability, among other things. Please read it carefully before submitting a
registration form to us.
Use of this Site constitutes acceptance of the following Terms and Conditions
of the Services (including any changes or modifications made from time to time)
We own the Site and the services available to Users through the Site (the
"Services") are provided under the Terms and Conditions of this User
Registration: To use the Site and
the Services, you must complete a registration form on behalf of yourself or
the company that will use the Services (the "User"). By submitting
the registration form, you represent and warrant (a) that you are authorized to
sign for and bind the User, and (b) that the User's business is authorized to
operate as identified on the registration form. User shall provide current,
complete and accurate information on the registration form and otherwise to us
and shall update the information as required to keep it current, complete and
accurate. If the User is a company or other entity, the representative of the
company or other entity who will be the primary contact as between the company
or entity and us (the "Primary Contact") must inform us of those
individuals ("Authorized Representatives") who, in addition to the
Primary Contact, are authorized to act for the company or other entity with
respect to transactions and communications with us or through the Site. A User may communicate through and use the Site
only through a Primary Contact or an Authorized Representative. A User will be
bound by the actions of the Primary Contact or Authorized Representative until we
are notified of any change in such Primary Contact or Authorized
The Site allows you the opportunity to correct or update your information and
change or add Authorized Representatives. We may reject an applicant if we
determine (in our sole discretion) that the User is not an appropriate User or
is not making, nor has in the past made, proper use of the Services or the Site.
We need not provide a reason for our rejection.
The term "Services" refers to any or all of the following services
provided by us, our agents or our contractors: 1) authorizing access to and use
of our Site, including passwords or other secure sections of the Site, 2)
making available our facilities to deliver and process Request For Quotes
(RFQs) and online auctions, 3) processing and making available to Suppliers
RFQ's and online auctions, and 4) processing quotes and bids from Suppliers
within certain categories and communicating the same to Buyers.
Modification of Agreement: We may
modify this Agreement as we believe necessary. We will post substantial changes
to the Agreement on the Site. If the modifications are unacceptable to User,
then User may terminate this Agreement by giving notice of termination via
e-mail to firstname.lastname@example.org. If
User continues to use the Services (by initiating new RFQs, by responding to
RFQs or by otherwise continuing to use the Services), then User will be
considered to have accepted and agreed to the modifications.
Services: Upon acceptance of
User's application for registration, we shall provide the Services subject to
the Terms and Conditions of this Agreement.
We shall expedite the RFQ and auction processes between Buyers and Suppliers
developed the Site. The term "Buyer" refers to a business or
individual in search of quotes for new or used parts, vehicles, or other
transportation industry goods and/or services that may be accessible now or in
the future through us, such as financial and/or insurance services. The term
"Supplier" refers to a business or individual wishing to provide
quotes or prices for items requested in RFQs by a Buyer.
Scope: Except as described in the
Availability Section (next paragraph), we have no further responsibility after
processing User's quotes or RFQs. In matching Buyers with Suppliers, we will
use reasonable efforts to match a Buyer's needs with a Supplier's services, but
will not guarantee that any contact provided will be best suited for any party
or transaction. Our sole responsibility is to process RFQs and auctions,
provide responses to RFQs and bids, make information available, and attempt to
match Buyers with Suppliers.
Availability: The availability of
the Services and the Site depends on many factors, including a User's
connection to the Internet, the availability of the Internet, and the Internet
backbone and equipment that, by its nature, is not fault tolerant. Although we
will attempt to maintain the availability of the Site at all times, other than
scheduled or emergency maintenance, we expressly disclaim any guarantee of
Agreements: Use of
the Services available on this Site can result in the formation of legally
binding contracts between and among Buyers and Suppliers and others in various
jurisdictions. The laws of those jurisdictions will apply as to the ability of
individuals to enter into such contracts.
Buyer Pricing: By acceptance of
the Supplier's quote and submission of a purchase order, the Buyer agrees to
pay the Supplier for the services as set forth herein or by separate
Supplier Pricing: We charge a
monthly subscription fee to Suppliers.
Involvement: This Site is
intended to help independent parties communicate with each other. We are not
involved in any transactions between a Buyer and a Supplier. Therefore, we do
not take any responsibility for and make no representations or warranties
regarding, and disclaim any and all liability for: (a) the quality, safety or
legality of any advertised items in any jurisdiction; (b) the truth and/or
accuracy of any listing; or (c) the rights or authority of any Supplier to
offer for sale or complete the sale of any listed item or the rights or
authority of any Buyer to complete the purchase of any item.
In the event that a dispute arises between or among one or more Users
(including but not limited to a Buyer and a Supplier), User hereby releases us,
our agents, employees, officers, directors, and contractors from any and all
claims, demands and damages arising directly or indirectly out of or in
connection with such dispute in all jurisdictions.
We cannot and do not take any responsibility for User's infringement of or
damage to third party intellectual property. However, should User became aware
of any infringing or damaging use of such property, either User's own or a
third party's, User must report such use to us. We will take whatever action we deem appropriate, possibly including legal
Supplier's Minimum Warranty: As a
condition of registration, Supplier agrees to provide, to the original
purchaser of the part, a minimum 30-day warranty. If any defect is discovered
during the warranty period, Supplier must be informed immediately. All claims
must be accompanied by the part and the original sales invoice. Transportation
cost of any part to the Supplier is specifically excluded from this warranty,
unless otherwise agreed. Supplier reserves the right to repair, replace or
refund the purchase price of any part at its option.
Communications to the Company: We
welcome User feedback, comments and questions. Users should keep in mind,
however, that any ideas or suggestions submitted by Users would be treated as
public and non-proprietary material.
Use of Services
No Fraud or Manipulation: User
shall not manipulate any RFQ or quote, or misuse the Site or the Services in
any other way.
Passwords and Security: User is
responsible for and shall at all times maintain the confidentiality of its user
names and passwords. Users may not permit use of the Services by a third party,
and such action would be a violation of this Agreement. If User is a company or
other entity, only a Primary Contact or an Authorized Representative may
represent User and User is responsible for ensuring that its Primary Contact
and Authorized Representatives maintain the confidentiality of User names and
passwords and otherwise complies with this Agreement. If there is a breach of
security through User's account, User must immediately notify our customer
service department and change User's password. User will be liable for any
unauthorized use of the Site or the Services.
Compliance with Law: User shall
comply with all applicable laws, statutes, ordinances and regulations when
using the Site or the Services, including not selling, offering for sale,
buying or offering to buy any item that is illegal to sell through the Internet
or otherwise or any item that potentially infringes or violates any third
party's rights, including copyright, patent, trademark, trade secret, rights of
publicity or privacy, or other proprietary rights.
Offensive, Libelous or Unlawful Messages: Copyright and Other Restrictions
on Use of Service:
You agree that you will not use, or
allow others to use, your account to post, transmit, promote, or facilitate the
distribution of any threatening, abusive, libelous, defamatory, obscene,
pornographic, profane or otherwise objectionable information of any kind.
No Illegal Material Or Encouragement Of Illegal Behavior: You agree that you will not use, or allow
others to use, your account to post, transmit, promote, or facilitate the
distribution of any unlawful or illegal material, including but not limited to
material that would constitute or encourage a criminal offense, give rise to
civil liability or otherwise violate any applicable local, state, national or
international law. You will not use our Services or our Site to commit a crime,
or to plan, encourage or help others to commit a crime.
No Violation Of Copyright, Trademark Or Trade Secret Rights: You agree that you will not use the
Services to publish, post, distribute or disseminate another's proprietary
information, including but not limited to trademarks, trade secrets or
copyrighted information, without the express authorization of the rights
No "Spamming," Advertisements Or Chain Letters: You agree that you will not use, or allow
others to use, your account to post, transmit, promote, or facilitate the
distribution of any unsolicited advertising (including but not limited to mass
or bulk e-mail), promotional materials or other forms of solicitation to other
individuals or entities. You will not post or transmit requests for money to
persons not personally known to you except as a normal transaction carried out
through the Services offered on the Site, petitions for signature, chain
letters or letters relating to pyramid schemes. You will not post or transmit
any advertising, promotional materials or any other form of solicitation. We
reserve the right, in our sole discretion, to determine whether such post or
transmission constitutes an advertisement, promotional material or any other
form of solicitation in violation of this provision.
No "Hacking": You agree
that you will not use, or allow others to use, your account to unlawfully
access other computers or services, or to cause a disruption of service to
other on-line users.
No System Disruption: You may not
use, or allow others to use, your account to cause disruption of the normal use
of the system by others including without limitation disrupting our backbone
network, nodes, or services.
No Impersonation Of Others: You
agree that you will not impersonate another user or otherwise falsify one's
user name in e-mail or in any post or transmission to any newsgroup or mailing
list or other similar groups or lists.
No "Viruses": You agree
that you will not use, nor allow others to use, your account to intentionally
transmit computer "viruses," or other harmful software programs and
that you will use your best efforts to prevent the unintentional transmission
of such viruses or other harmful software programs.
Right to Remove: We reserve the
right not to post any data or materials to, or to remove any data or materials
from, the Site, without notice to a User and without liability to us. User
releases us from any claims or allegations that may result from such removal.
Any violations of the preceding provisions will result in charges to the User
equal to $150 per hour per person (or the standard applicable rate at that
time) for all time spent by any personnel required to address any damages
caused by or resulting from User's actions which violate these provisions.
If User is a California
resident, User waives California Civil Code Section 1592, which says: "A
general release does not extend to claims which the creditor does not know or
suspect to exist in his favor. At the time of executing the release, which if
known by him must have materially affected his settlement with the
Consent to Monitoring and Disclosure
: We are under no obligation and do not assume any obligation to monitor
the information residing on or transmitted to the Site. However, you hereby agree that we may monitor
the Site to operate the Site in order to protect the users of the Site and
comply with all laws, regulations or requests from governmental
authorities. We reserve the right to
modify or delete any information contained on the Site.
information provided by you to the Company in connection with the Site (and not
deemed not to be confidential and we will not protect any information provided
by you from disclosure. We shall be free
to use, disclose and distribute such information to third parties without any
Content: Intellectual Property Rights
Ownership and Limitations on Use of Services:
We retain ownership of all rights, title and interest in and to the Site,
the Services and the Content (defined below), subject to User's rights in any
User Information. User shall not reproduce, duplicate, copy, sell, resell or
exploit for any commercial purpose the Site, Content, Services or access to the
Site, Content or Services. Nothing
contained on the Site should be construed as granting, by implication,
estoppel, or otherwise, any license or right to use any trademark displayed on
the Site without the written permission of the Company or such party that may
own the trademark. Your use of the
Content or trademarks displayed on the Site, except as provided in this Agreement,
is strictly prohibited. The Company will
aggressively enforce its intellectual property rights to the fullest extent of
the law, including seeking criminal prosecution.
Definitions of User Information and Content: By using the Site and the Services, User will have access to
information that other Users have provided to us for use in limited situations
("User Information"). User agrees to keep all User Information
confidential and to use User Information only for the purposes of communicating
with potential Suppliers or Buyers, as appropriate, through and in accordance
with the Site. Specifically, User shall not use any User Information to
comparison shop outside the Site. The User Information is one component of the
Content. In this Agreement, the "Content" also includes any data, information,
files, or copyright, trademark and other intellectual property laws that
protect graphics that are available on the Site.
Restrictions on Use of the Content: This
Agreement and applicable copyright and other laws (including laws regarding
confidential information and other proprietary rights) govern use of the
Content. The burden of determining that intellectual or proprietary rights do
not protect any Content rests with the User. User may make only a limited number
of copies of Content for internal use and consideration, so long as any
copyright, trademark or other proprietary rights notices are included on those
copies and so long as employees who are provided such copies are advised of the
restrictions on use under this Agreement. User may use the Content only for
investigating the possibility of selling to or buying from other Users goods
and/or services. A User shall not use the Content or User Information for
direct marketing or other sales contacts. User shall not disclose any User
Information (except its own) to any third parties. Users may not use User
Information to engage in bid shopping, other than as contemplated and
authorized through the Site. User shall not attempt to circumvent the RFQ,
quote or auction mechanisms established to conduct transactions via the Site.
User shall not use any data from the Site on any other web site or in any other
directory, including by way of linking to the Content within the Site without
our express written permission. If we learn of any User engaging in such
activity, we may immediately suspend access to the Site and the Services and/or
terminate such User under this Agreement and take such other legal action that we
deem appropriate in the circumstances.
User's Information: By submitting
an RFQ, a response to an RFQ, a bid in an online auction, or any other
information, files or other content to the Site, User agrees that such
information becomes "User Information," and grants to us and our
affiliates royalty-free, perpetual, irrevocable, non-exclusive right (including
waiver of any applicable moral rights) and worldwide license to use, reproduce,
modify, adapt, publish, translate, create derivative works from, distribute,
perform and display such User Information. User also warrants that it has the
right to grant the license to us provided for above. Our use of User
: User hereby agrees not to use any robot,
spider or other automatic or manual device or process to interfere or attempt
to interfere with the proper working of the Company's Site, nor act as a
conduit for others to effect the same result.
Indemnity: User hereby agrees to,
at its own expense, indemnify, defend and hold harmless the Company and its affiliates,
agents, employees, directors, shareholders and contractors (the
"Indemnified Parties") from and against any loss, cost, or damages,
liability and/or expense arising out of or relating to (a) a third-party claim,
action or allegation of infringement based on information, data, files or other
content submitted by User, (b) any fraud, manipulation, or other breach of this
Agreement by User, or (c) any third-party claim, action or allegation brought
against an Indemnified Party arising out of or relating to a dispute between
one or more Users.
Termination of Agreement
Suspension or Termination for User's Breach: We may, at our discretion and at any time, suspend
use of the Site and/or the Services (including access) and/or terminate this
Termination by User: User may
terminate this Agreement by providing written notice to the Company, provided
however, that if User has any RFQs and/or auction bids outstanding as of the
date of termination, User must fulfill its obligations under such RFQs and/or
auction bids assume any liability for not doing so. In addition, User must pay
any and all amounts due and owing to APU Solutions. The continued use of the Site
and/or the Services after written notice of termination shall cause such notice
to be void and User shall be deemed to have agreed to the terms of this
Agreement, as amended.
Effect of Termination: Termination
is additional to all other legal or equitable remedies available to either
party. Upon termination of this Agreement for any reason, User shall cease to
use any Content provided under this Agreement.
WARRANTIES AND LIMITATIONS OF LIABILITY:THE COMPANY SERVES AS AN INTERMEDIARY FOR BUYERS AND SUPPLIERS. THE
INFORMATION PROVIDED ON THIS SITE IS PROVIDED ON AN "AS IS" AND
"AS AVAILABLE" BASIS AND WE MAKE NO WARRANTIES OR REPRESENTATIONS,
EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS OR SERVICES MADE AVAILABLE
THROUGH THIS SITE. SPECIFICALLY, THE COMPANY DISCLAIMS ANY IMPLIED WARRANTY OF
TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO
INFORMATION PROVIDED BY THE COMPANY OR ITS RESPECTIVE EMPLOYEES SHALL CREATE
ANY WARRANTY. THE COMPANY MAKES NO WARRANTY THAT THE INFORMATION ON THIS SITE
OR ON THE INTERNET GENERALLY WILL BE UNINTERRUPTABLE OR ERROR FREE OR THAT ANY
INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE FROM THE SERVER IS FREE OF
VIRUSES OR OTHER HARMFUL COMPONENTS.
WE DO NOT
ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR
USEFULNESS OF ANY INFORMATION DISCLOSED ON THIS SITE OR OTHER MATERIAL
ACCESSIBLE FROM THIS SITE. IN NO EVENT SHALL THE COMPANY, OR ITS AFFILIATES, BE
LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES
WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION
OF CONTRACT, NEGLIGENCE OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE
USE OR PERFORMANCE OF THE INFORMATION ON THIS SITE OR THE INTERNET GENERALLY.
RELEASE AND FOREVER DISCHARGE THE COMPANY AND ITS OFFICERS, DIRECTORS, AGENTS,
EMPLOYEES, SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS, FROM ANY AND ALL MANNER OF LIABILITY, CLAIMS, COUNTERCLAIMS, DEMANDS,
SETOFFS, DAMAGES, OR CAUSES OF ACTION, WHICH YOU NOW HAVE OR WHICH MAY
HEREAFTER ACCRUE, WHETHER HERETOFORE ASSERTED OR UNASSERTED, KNOWN OR UNKNOWN,
ARISING OUT OF, OR IN ANY WAY RELATING TO YOUR USE OF THIS SITE OR THE
INFORMATION PROVIDED THEREIN, SPECIFICALLY INCLUDING BUT NOT LIMITED TO ANY
CLAIMS BASED IN WHOLE OR IN PART UPON THE ALLEGED NEGLIGENCE OF THE COMPANY, IN
OPERATING THE SITE OR OTHERWISE.
rights with respect to warranties, express and implied, vary from jurisdiction
to jurisdiction, and you may have legal rights in your jurisdiction, for which
you will be solely responsible for asserting. The terms of this section will survive the termination of this
: References on the Site to any products,
services or web site links of any third parties shall not constitute or imply
an endorsement of such products, services or web sites by the Company. The Company makes no representations and are
not responsible for the quality of the products, services or web sites provided
by third parties that may be referred to on the Site.
Product Information: We strive to
keep information on the Company current and accurate. However, third parties
provide some of the information. Also, due to the fast pace of e-commerce,
information on the Site is constantly changing. As a result, we make no
warranty or representation with respect to the accuracy, completeness or
timeliness of information on our site. Product lists, product information,
prices and availability of information are subject to change without notice to
User. If a product is listed at an incorrect price due to a typographical or
similar error or if there is a pricing error received from a Supplier, or if
other information posted on the Site proves to be incorrect, we reserve (for ourselves
and our Suppliers) the right to cancel or refuse any orders placed for the
relevant products or services in question. Prices, availability, specifications
and other product information should be confirmed through your direct
communication with a Supplier or a Buyer, as appropriate.
User and the Company are independent contractors, and no agency,
partnership, joint venture, employee-employer or franchisor-franchisee
relationship is intended or created by this Agreement, unless otherwise agreed.
Force Majeure: The Company will
not be liable in any amount for failure to perform any obligation under this
Agreement if such failure is caused by the Internet or other communications
outages, earthquakes, fire, flood, war, an act of nature or the occurrence of
any other unforeseen contingency beyond the reasonable control of the Company.
Entire Agreement: This Agreement
constitutes the entire agreement between User and the Company with respect to
the Site and the Services and supersedes all prior agreements between User and the
Company. Our failure to enforce any provision of this Agreement will not be
construed as a waiver of any provision or right. In the event that a portion of
this Agreement is held unenforceable, the unenforceable portion will be
construed in accordance with applicable law as nearly as possible to reflect
the original intentions of the parties, and the remainder of the provisions
will remain in full force and effect. Waiver by either party of a breach of any
provision of this Agreement or the failure of either party to exercise any
right under this Agreement shall not be construed as a waiver of any subsequent
breach or as waiver of any subsequent right or any other right.
Advertisers/Third Parties: User's
dealings or correspondence with advertisers or third parties featured on or hyperlinked
(with permission) to our Site, including the purchase of and payment for goods
and services, and any understandings and representations associated with such
dealings are solely between User and the advertisers and/or third parties. User
agrees that the Company is not responsible or liable for any loss incurred by
User that results from User's Site or in connection with any hyperlink. The
Company makes no representations or endorsements in connection with such sites.
If User accesses any of the third party
sites linked to this Site, it does so entirely at its own risk. Use of any information obtained from such
sites is voluntary, and reliance on it should only be undertaken after an
independent review of its accuracy, completeness, efficacy, and timeliness. The
Company cannot comment on or take responsibility for the privacy policies (if
any) that apply to any such third party sites.
Governing Law: The laws of the
State of Delaware
(excluding its choice of law rules) will govern the interpretation and
enforcement of this Agreement. User hereby consents to personal jurisdiction in
the federal and state courts of California
for any action arising out of or relating to the Company or the Services. The
federal and state courts of California
will have non-exclusive jurisdiction over all such actions. In any such action,
the prevailing party will be entitled to recover all legal expenses incurred in
connection with the action, including but not limited to its costs, both
taxable and non-taxable, and reasonable attorney's fees. The terms of this
section will survive any termination of this Agreement.
Sales Outside of the United States: This Site contains products, merchandise and
services that are available in the United States of America or its
territories. Because this Site is operated in the United States and Canada,
we make no representation that the Site, its Contents, or the goods or Services
offered through it are applicable or appropriate for use or consumption outside
of the United States of
America and Canada, or their respective territories.
System Integrity: User may not
use any software, scheme or device to interfere or attempt to interfere with
the proper working of the Site. User may not take any action that imposes an
unreasonable or disproportionately large load on the Site infrastructure.
Except as explicitly stated otherwise, notices shall be provided by postal mail to APU Solutions, Attn: Legal Department, 10881 Lowell Ave. Suite 250, Overland Park, KS 66210, with a copy to: Audatex North America, Inc, Attn: General Counsel, at 15030 Avenue of Science, Suite 100, San Diego, CA 92128. The Company shall provide notice to the User via the email address provided by User during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to the Company during the registration process. In such case, notice shall be deemed given three day after the date of mailing.
Sales Taxes, Shipping and Other Sales Terms: If User is a Buyer, User agrees to pay any
applicable sales taxes arising out of User's purchase of goods and/or services
from a Supplier. Buyers must negotiate all aspects of any sale, such as
shipping details and cost, directly with Suppliers.
Arbitration: User agrees that at any claim or controversy relating to this Agreement or to the Site will be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. User agrees that any claim or controversy User may have will be arbitrated on an individual basis and will not be consolidated in any arbitration with any claim or controversy of any other party. User agrees that the arbitration will be conducted in San Diego County in California and any court having proper jurisdiction may enforce that judgment on the arbitration award. User agrees that the costs of conducting the arbitration will be divided equally between User and the Company. User or the Company may seek interim or preliminary relief from a court for the purpose or protecting User or the Company’s rights pending the completion of the arbitration; provided, however, that User agrees that any legal proceeding arising out of or in connection with this Agreement or the Site will be brought by User or the Company in the appropriate state or federal court in San Diego, California. The Company is not required to submit to arbitration any matter relating to the collection of past due amounts owed by User to the Company.
All questions and comments may be addressed
by emailing us at email@example.com.
I have read
and understand the foregoing Terms and Conditions and agree to be bound by all
of its terms.