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Terms of Service

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1. TERMS OF SERVICE AGREEMENT

A. Terms and Definitions

Tradeloop Corporation (“Tradeloop” or “we”) provides its Tradeloop service (the “Service”)
to you as a registered subscriber or authorized user (“Member” or “you”), subject to the terms
of this agreement. This documents is a binding agreement we shall refer to as “terms”
(you may access this contract at any time online through the ‘your account’ section).
These terms comprise the entire agreement between Tradeloop and you, superseding any
prior agreements between you and Tradeloop with respect to its subject matter. Additionally,
you may be subject to additional terms and conditions that may apply when you use additional
services (e.g., international and other dealer areas), third-party content or software.
Additional terms and conditions include but are not limited to the “Member Directory License
Additional Terms” set forth below as Section 13 and “Member Listing Additional Terms” set
forth below as Section 14.

B. Change of Terms

Tradeloop may change the terms at any time. You agree to review the terms periodically to be
aware of such changes. If any change is unacceptable to you, you may terminate your membership
as provided in Section 10 below. Your continued use of the Service following the Effective Date
of any such change to the terms constitutes acceptance of all such changes.

2. YOUR ACCOUNT INFORMATION

A. Registration Validity

You agree to provide Tradeloop with accurate, complete, and current registration information.
Failure to do this shall constitute a breach of this agreement and unauthorized access to the Service.
Unauthorized access to the Service could result in immediate termination of your account and subject
you to civil and criminal liability. Unless you have prior written authorization from Tradeloop, you
may not register for additional accounts.

B. Logins and Passwords

By registering as a Member, you will receive a password and login. Either may be used to
identify you to the Service, and logins may occasionally be used as a ‘screen name’ online.
You may not select or use a login or screen name of another person (unless it is also your name),
a name in violation of a third party’s property rights, or a screen name that Tradeloop deems offensive
or otherwise inappropriate. Tradeloop owns all logins and screen names and licenses them to you.
Additionally, you may not use your login or screen name in violation of the terms or in ways
Tradeloop deems inappropriate (e.g., sending or causing to be sent mass email solicitations).
Tradeloop reserves the right to delete any such login or screen name or to request deletion.

C. Usage

You are entirely liable for all activities conducted through your login. A Member may permit another
individual in the same organization (company, corporation, etc…) to use the Members accounts subject
to the following limitations: The Member must agree to (1) supervise the other individuals use of
the Members accounts, (2) assume any and all resulting liabilities of such use, including responsibility
for any and all content accessed on the Service or the Internet, and (3) acknowledge that the decision
to allow another individual to use the account is made by the Member and not Tradeloop. You may not
permit usage of the account by individuals in another organization, including any parent, subsidiaries,
or affiliates; they must obtain their own separate login.

D. Termination

Members who have had their membership terminated may not access the Service without Tradeloop’s
prior express written (including email) permission. Members may not allow a former Member or other
agent whose membership has been terminated to use their account. For additional information on re-registration
and multiple accounts, see Section 10 below.

E .Members agree to abide by the Tradeloop Code of Business Practices and Ethics, as specified at:
http://www.tradeloop.com/ethics

3. CHARGES AND BILLING PRACTICES

A. Charges

You may obtain current rates and surcharges for using the Service by calling Tradeloop’s Customer
Service at 1-888-946-5667 or by selecting “Billing” in the “Your Account” section. Billing
rates do not include any sales, use, value-added, personal property, or other governmental tax or
levy imposed on goods or services billed to Members account. You are responsible for any such taxes.

B. Billing Cycle – Credit Cards

If you have elected to pay for the Service by credit card and Tradeloop does not receive payment
from the card issuer or its agents, you agree to pay all amounts due upon demand by Tradeloop. Each
time you use the Service you agree and reaffirm that Tradeloop is authorized to charge your designated
card or withdraw funds via electronic funds transfer from your checking account, whichever situation
applies. Your card issuer agreement governs your use of your designated card in connection with the
Service, and you must refer to that agreement and not these terms with respect to your rights and
liabilities as a card holder. You agree that Tradeloop may, at its option, accumulate charges incurred
during your billing cycle and submit them as one or more aggregate charges during or at the end of each
cycle for electronic funds transfer from your checking account or credit card as applicable. This means
that accumulated charges may appear on the statement you receive from your bank or card issuer. Further,
you agree that Tradeloop may delay obtaining authorization from your card issuer until submission of the
accumulated charges. You acknowledge that if you want to see the components of accumulated charges you may
do so by calling customer service at 888-946-5667.

C. Late Payment

If Tradeloop does not receive the full amount of your account balance within thirty (30) days of the invoice
date, an additional 1.5% (or the highest amount allowed by law, whichever is lower) per month late charge
may be added to your bill and immediately become due and payable. Member shall be liable for all attorney
and collection fees arising from Process efforts to collect any unpaid balance of your account(s). You
agree to be billed for and to pay any outstanding balance in the event of cancellation or termination of
your account. Unless you notify Tradeloop of any discrepancies within ninety (90) days after they first
appear on your account statement, they will be deemed acceptable by you for all purposes, including resolution
of inquiries made by your card issuer. You release Tradeloop from all liabilities and claim of loss resulting
from any error or discrepancy that is not reported to Tradeloop within ninety (90) days of its publication.

D. BILLING CHANGES

TRADELOOP RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS FEES AND BILLING METHODS, INCLUDING THE
ADDITION OF SUPPLEMENTAL FEES OR SEPARATE CHARGES FOR ONLINE AREAS, CONTENT, OR SERVICES PROVIDED BY
TRADELOOP OR ITS AFFILIATES, EFFECTIVE THIRTY (30) DAYS AFTER AN ONLINE POSTING IN THE BILLING AREA
OF THE SERVICE (AGAIN, IN THE “BILLING” SCREEN OF THE “YOUR ACCOUNT” SECTION). TRADELOOP MAY ALSO
ELECT, AT ITS DISCRETION, TO SUPPLEMENT SUCH NOTICE OF BILLING CHARGES THROUGH POP-UPS OR EMAIL TO
YOUR LOGIN OR SCREEN NAME OR THROUGH THE U.S. MAIL TO THE MASTER ACCOUNT HOLDER. If any such change
is unacceptable to you, you may terminate your membership as provided in Section 10 below. Your
continued use of the Service following the Effective Date shall constitute your acceptance of such
change. Your membership fees are payable in advance and are not refundable in whole or part.

E. You are responsible for all charges associated with connecting to the Service through the internet.

4. RIGHTS AND RESPONSIBILITIES

A. CONTENT.

You acknowledge that:

(i) The Service may contain parts listings, parts information, company information, company listings,
Member communications, software, graphics, logos, photos, video, sounds, and other material and services (collectively “Content”);

(ii) Such Content is provided by other Members, Tradeloop and its affiliates; and

(iii) At minimum, Tradeloop owns a copyright in the selection, coordination, arrangement, and enhancement of such Content.

Each Member and any user of Members account must evaluate, and bear the risk associated with any reliance on the
accuracy, completeness or usefulness of any Content. Tradeloop does not pre-screen Content as a matter of policy:
however Tradeloop and its affiliates shall have the right, but not the responsibility, to remove Content that
they deem harmful, offensive or otherwise in violation of these terms. Accordingly, you acknowledge that neither
Tradeloop, its affiliates, nor any other Member shall assume or have any liability for any action or inaction by
Tradeloop or its affiliates, or any other Member, with respect to Content on, or Content changes within, the Service.

B. PROPRIETARY RIGHTS.

You acknowledge the following:

(i) Tradeloop permits access to Content that is protected by copyrights, trademarks, and other intellectual and proprietary rights (“Rights”);

(ii) These Rights are valid and protected in all media and technologies existing now or later developed; and

(iii) Except as explicitly provided otherwise, these terms, applicable copyright and other laws govern your use of Content (see the Rules, Section D, for details).

You agree that you may upload to the trading floor, software files, message boards, or otherwise transmit on or through
the Service only Content that (1) is not subject to any Rights, or (2) any holder of Rights has given express
authorization for distribution on the Service. You represent that if you upload any files, you have the legal
authorization to do so. You agree that Tradeloop may employ virus-checking technology to protect its system
and its Members from viruses. You also permit any Member and authorized user to access, display, view, store
and reproduce the Content for personal use. Subject to the foregoing, the owner of Content placed on the
Service retains any and all Rights that may exist in such Content.

C. CONDUCT AND COMMUNICATION

You recognize that communication over the Service often occurs in real time or is posted on one of the Service’s message boards or libraries. You acknowledge that Tradeloop cannot, and does not intend to, screen communication in advance for accuracy or conformance to these terms or any laws. However, Tradeloop may elect, at its sole discretion, to monitor some, all, or none of the Service’s areas for adherence to these terms. Accordingly, you acknowledge that neither Tradeloop, its affiliates, nor any Member shall assume or have any liability for any action or inaction by Tradeloop, its affiliates, or any Member with respect to Content on the Service. Any conduct by a Member that in Tradeloop’s sole discretion restricts or inhibits any other Member, person or entity from using the Service or another service shall entitle Tradeloop to immediately terminate membership without notice. You agree to use the Service only for lawful purposes. You may not use, or allow others to use, your account, either directly or indirectly, to:

(1) post, transmit, or promote any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, racially, ethnically or otherwise objectionable Content;

(2) harass, threaten, embarrass, or cause distress, unwanted attention or discomfort upon another Member or user of the Service or other person or entity;

(3) post, transmit, promote, link, or facilitate the distribution Content which is deemed by Tradeloop to be offensive;

(4) disrupt the normal flow of postings on any trading floor or database view of parts listings, or of any dialogue on a message board or otherwise act in a manner that negatively affects other Members, users, individuals or entities, such as repeat postings of erroneous part numbers or any action to a similar disruptive effect;

(5) impersonate any person or entity, including, but not limited to, a Tradeloop official or another Member, or communicate under a false name or a name that you are not entitled or authorized to use.

(6) post or transmit, or cause to be posted or transmitted, any unsolicited advertising, promotional materials, or other forms of solicitation to other Members, individuals or entities, except in those areas that are expressly designated for such a purpose.

(7) post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private financial information from any Member;

(8) intentionally or unintentionally violate any applicable local, state, national, international or foreign law, including, but not limited to, any rules or regulations having the force of law.

(9) attempt to circumvent the established Tradeloop process or to divert Tradeloop users to another website or communication process, including the use of email or the inclusion of hyperlinks, URLs, or web addresses within any email messages or any product/listing description fields, with the exception of messages sent member-member through the communications system, where you are allowed to exchange contact info to enable communication offline.

You also agree and accept that as new products become available on or through the Service, your use of these products is subject to these terms. In addition to Content and services provided by members, Tradeloop, and its affiliates, others may offer Content, software or other services to Members with their own terms and conditions relating to your use. Failure to abide by these terms and conditions may result in termination of membership. Furthermore, yet to be developed other areas may subject Members to their own usage policies.

5. PRIVACY POLICY

See Privacy Policy.

6. INTERNATIONAL CONTENT AND THE INTERNET

A. INTERNATIONAL LISTINGS

You acknowledge that your use of the Service allows access or will allow access to international listings and possibly areas
containing Content originating from Tradeloop and its affiliates, other Members and users of the Service, members, as well
as other third parties which may originate from countries other than the United States. Your access to and use of the
International Areas and International Content will be governed (in addition to these terms) by separate terms and operating
policies and applicable national laws and customs.

B. INTERNET

Neither Tradeloop nor its affiliates shall be held responsible or liable, directly or indirectly, for any loss or damage caused or
alleged to have been caused by your use of or reliance on any content, goods or services available through the Service or internet
sites accessed through the Service, or your inability to access the Service or any of its sites. This paragraphs provisions shall
apply with equal force even where the Service features or displays a link with any particular Web site. Accordingly, Tradeloop and
its affiliates specifically disclaim any responsibility or liability for any conduct, content, goods and services available on or
through the Service or Internet sites linked to by the Service (including, without limitation, any part of the Web). Tradeloop
retains the right, but not the obligation, at its sole discretion and without prior notice or liability, to restrict and/or terminate
a Members access to the Service if in Tradeloop’s sole discretion, your use violates any applicable law or regulation, any
prohibitions on your conduct, or otherwise inhibits any other user from fully utilizing the Service. Additionally, Tradeloop
retains the right, but not the obligation, in its sole discretion and without prior notice or liability, to block or otherwise
limit the distribution within the Service of mass email solicitations or other Internet content.

7. SOFTWARE LICENSES

Tradeloop grants to you a non-exclusive, limited license to use the Service from any location in accordance with this
agreement. This license is subject to the restriction that, except where expressly permitted by law, you may not
translate, reverse-engineer or reverse-compile or decompile, disassemble or make derivative works from, the Service
or Tradeloop’s software. You agree and accept that Tradeloop’s introduction of various technologies may not be
consistent across all platforms and or web-browsers (e.g., Macintosh or AOL).

8. NO WARRANTY; AS IS; LIMITATION ON LIABILITY

MEMBER EXPRESSLY AGREES THAT THE USE OF THE SERVICE AND TRADELOOP SOFTWARE ARE AT MEMBERS SOLE RISK. THE SERVICE, TRADELOOP
SOFTWARE, AND TRADELOOP PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR PERSONAL AND CORPORATE USE, WITHOUT
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION.
TRADELOOP PROVIDES THE SERVICE ON A COMMERCIALLY REASONABLE BASIS AND DOES NOT GUARANTEE THAT MEMBERS WILL BE ABLE TO
ACCESS THE SERVICE AT A TIME OR LOCATION OF THEIR CHOOSING, OR THAT IT WILL HAVE ADEQUATE CAPACITY FOR THE SERVICE AS
A WHOLE OR FOR PARTICULAR PRODUCTS. TRADELOOP DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCT OR SERVICE OFFERED
THROUGH THE SERVICE, EXCEPT AS EXPRESSLY PROVIDED ELSEWHERE, AND WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY
TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Under no circumstances shall TRADELOOP, its employees, affiliates or contractors be liable for damages that result
in any way from any use of your account or the Service or your inability to use the Service or your reliance
on or use of services or product provided on or through the Service or that result from mistakes, omissions,
interruptions, deletion of information, errors, defects, delays in operation or transmission, or any failure of
performance.

To the maximum extent permitted by law, under no circumstances and under no legal theory, tort, contract, or otherwise,
shall we be liable to you or any other person for any money damages, whether direct, indirect, special, incidental,
cover, reliance or consequential damages, even if we shall have been informed of the possibility of such damages,
or for any claim by any other party.

In the event that notwithstanding the foregoing, we are found liable to you for damages from any cause whatsoever,
and regardless of the form of the action (whether in contract, tort (including negligence), product liability
or otherwise), our liability to you will be limited to the greater of $1,000 or the amount you paid for the
Service in the twelve month period preceding your claim.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this limitation and exclusion may not apply to you.

9. INDEMNIFICATION

Member agrees to defend, indemnify and hold harmless Tradeloop, its affiliated companies, its employees, contractors, officers, directors,
telecommunications providers, members from all liabilities, claims and expenses, including attorneys fees, that arise from the use
of the Service, from the breach of these terms or by use of, or in connection with, the transmission of any Content on the
Service by or through Members master or sub-accounts. Tradeloop reserves the right, at its own expense, to assume the
exclusive defense and control of any matter otherwise subject to indemnification by Member hereunder. In such event,
Member shall have no further obligation to provide indemnification for such matter.

10. TERMINATION

A. Either you or Tradeloop may terminate your membership at any time. This is your sole right and remedy with respect to any
dissatisfaction with the Service, including, but not limited to, (1) any term, policy or practice of Tradeloop in operating
the Service, (2) Content available through the Service or change therein, or (3) any amount or type of fees, surcharges,
billing methods, or change therein. You can terminate your membership by delivering notice to Tradeloop’s Customer Service
Department at 1-888-946-5667. Your termination will take effect
within a reasonable time after Tradeloop’s receipt of your notice as described above.

B. In the event that your account is terminated or canceled, no refund will be granted. Members whose
accounts Tradeloop has terminated may not access the Service without Tradeloop’s prior express written
permission. Active Members may not allow former Members or other agents whose memberships have been
terminated to use their accounts. Any delinquent or unpaid accounts or accounts with unresolved issues
with Tradeloop must be concluded before you may re-register with Tradeloop. Members using multiple
accounts without prior express written permission from Tradeloop shall have their membership terminated.

11. LAW; GENERAL

A. The laws of the Commonwealth of Massachusetts, excluding its conflicts-of-law rules, govern these terms and your membership. As noted above, Member conduct may be subject to other local, state, and national laws. Member expressly agrees that exclusive jurisdiction for any claim or dispute resides in the courts of the Commonwealth of Massachusetts. Member further agrees and expressly consents to the exercise of personal jurisdiction in the Commonwealth of Massachusetts in connection with any dispute or claim involving Tradeloop.

If any part of the terms is held invalid or unenforceable, that portion shall be construed consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions remain in full force and effect.

These terms are personal to you and may not be assigned or transferred by you to any third party. If you are using the Service on behalf of a business entity, these terms bind you and the entity on whose behalf you are agreeing.

12. LEGAL NOTICES

Under California Civil Code Section 1789.3, California Members are entitled to the following specific consumer rights information:

1. Pricing Information. Current rates for using Tradeloop may be obtained by calling 1-888-946-5667. Tradeloop Corporation reserves the right to change fees, surcharges, monthly membership fees or to institute new fees at any time upon thirty (30) days prior notice, as provided for in the terms of Service at Section 3.

2. Complaints. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted in writing at 1020 N. Street, ##501, Sacramento, CA 95814, or by telephone at 1-916-445-1254.

13. MEMBER DIRECTORY LICENSE ADDITIONAL TERMS

Access to Tradeloop’s Member Directory may be granted at Tradeloop’s discretion on the additional following terms. These terms are in addition to and not in substitution of the above terms of Service Agreement.

A. GENERAL. Tradeloop grants a non-exclusive limited license to you (the “Directory Customer” or “you”) or the entity on whose behalf you are agreeing (but not any parent, subsidiaries, or affiliates) to access the Tradeloop Member Directory (the “Directory”) and data in the Directory (“the Data”) for the following limited purposes and uses.

B. PERMITTED USE The Directory and the Data, as licensed pursuant to these terms, will be kept confidential and will be used only for your internal purposes, limited to accessing online information about Members, or to make contact or communicate with Members, or for the purpose of facilitating transactions through the Service.

C. RESTRICTIONS ON USE You may NOT use the Member Directory to create marketing lists of any kind (“Lists”). You may not: (a) copy or otherwise reproduce the Member Directory in computer readable or human readable form; or (b) alter, modify, or adapt the Member Directory, including but not limited to, translating, or creating derivative works. You may not directly or indirectly sell or disclose Member Directory data to third parties. Tradeloop monitors usage of the Member Directory and reserves the right to restrict usage to prevent harvesting of lists, and to revoke access to the Directory.

D. DURATION OF LICENSE You may access the Member Directory in accordance with these terms so long as you are a Member in good standing. Usage requires a Account paid in full and a yearly subscription for the Service.

E. PROPRIETARY RIGHTS The Data has been compiled and authored by Tradeloop. You acknowledge and concur that the Data contains confidential information that derives independent economic value, actual or potential, from not being generally known to other persons who could obtain economic value from its use. The Data is therefore the subject of efforts which are reasonable under the circumstances to maintain its secrecy. Your use of the Directory consistent with the restrictions on use above to make one-to-one contact or one-to-one communication with individual entities identified through the use of the Data (not to be used as noted above as a marketing list) is a permitted activity and does not violate your obligation to keep the Data confidential. You may retain information, data, or facts you obtain as a result of third-party responses to you use of the Data. You agree that you will not do anything that would impair Tradeloop’s copyright or other proprietary rights in the Directory or any portion of the Directory. You may not grant access to the Directory to any person or entity other than your employees or authorized agents. If you grant access to the Directory to your employees or authorized agents, you shall give them notice of the confidential, proprietary and legal interests held by Tradeloop in the Directory and of the prohibitions on unauthorized disclosure or dissemination of all or any part of the Directory. Tradeloop retains all rights not expressly granted. Nothing in these terms constitutes a waiver of Tradeloop’s rights under U.S. copyright laws or any other federal or state laws.

14. MEMBER LISTING ADDITIONAL TERMS

Access may be granted at Tradeloop’s discretion on the additional following terms. These terms are in addition to and not in substitution of the above terms of Service Agreement.

A. RESPONSIBILITY. You may act as a vendor or a prospective buyer and may enter into correspondence with, and/or conduct transactions with other users. Any such content, correspondence or transaction, including the delivery of all goods and services, and any other terms, conditions, are solely between you and such other user.

B. POSTING LISTING. You may post listings on the Service under your login so long as you continue to comply with the following terms and conditions:

(1) You must be Member in good standing with no posted ethics complaints.

(2) You guarantee the item is in stock and available for single piece sale to end-users.

(3) You list a retail price and honor that price. Wholesale price must be less than the Retail price.

(4) You must have a stated warranty and return policy posted on the site.

(5) You must classify your items according to the grading conditions as shown in the listings section, or otherwise provide your own detailed definition.  You warrant that each item is properly classified:

 

(6)  You may not create a listing that attempts to circumvent the established Tradeloop communication process or that diverts Tradeloop users to another website or communication process.  This may include the use of email or the inclusion of hyperlinks, URLs, or web addresses within any email messages or any product/listing description fields.

DEFINITIONS AND REFERENCES

“terms” = The terms of Service

“Tradeloop” = The Tradeloop service

“Tradeloop Corporation” or “we” = Tradeloop Corporation

“Member” or “you” = A registered subscriber or authorized user of Tradeloop

“Effective Date” = Thirty (30) days after the date of the last terms change as posted in the terms of Service area

“Content” = Information, parts listings, communications, software, photos, video, graphics, sounds and other material and services, collectively

“members” = Independent providers of Content

“Rights” = Copyrights, trademarks, and other intellectual and proprietary rights

Last Changed On: 1/13/04

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