TERMS OF USE

This Web Site is made available by MacKay & Company ("MacKay" / "our") and all content and information provided on or through the Web Site may be used solely under the following terms and conditions:

Your use of partspotential.com (the "Web Site") constitutes your acceptance and agreement with these Terms of Use. MacKay reserves the right to change these terms at any time without notice. Updated versions of the Terms of Use will appear on this Web Site. You are responsible for remaining familiar with the Terms of Use. Continued use of the Web Site after changes constitutes your consent to such changes.

Use of Web Site and Materials
All information and content on the Web Site, text or images, or other materials and effects (collectively, the "Materials") are protected by copyrights, trademarks, service marks, or other intellectual or proprietary rights owned by MacKay or other third parties. All trademarks and copyrighted information on the Web Site are the property of their respective owners. You may not remove from any electronic or printed copy of the Web Site any copyright, trademark, or other proprietary notice.

MacKay provides this Web Site and its Materials for your individual use. Any other use of the Web Site or the Materials is strictly prohibited, including without limitation, modification, republication, deletion, transmission, distribution, reproduction, redistribution or any other dissemination without the express written permission of MacKay. The Materials on the Web Site may not be used by third parties. You may not decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Web Site or the Materials. Nor may you use any network monitoring or discovery software to determine the site architecture or extract information about usage or users.

Any permitted use of the Web Site does not extend to using the Web Site or Materials for any illegal purpose or any service that is harmful, threatening, defamatory, obscene, hateful, pornographic or otherwise objectionable.

License
By using this Web Site you are granted a nonexclusive, nontransferable, revocable, limited license to access and use the Web Site and Materials in accordance with these Terms of Use. MacKay may terminate this license at any time for any reason. By using the Web Site, you grant MacKay a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from and distribute such materials and/or information generated through use of the Web Site.

Automated Activity
Much of the information on the Web Site is proprietary and confidential. You agree that you will not use any robot, spider, scraper or other automated means to access the Web Site for any purpose, including but not limited to performing "offline" searches and mirroring, without MacKay's express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on MacKay's infrastructure; (ii) interfere or attempt to interfere with the proper working of the Web Site or any activities conducted on the Web Site; or (iii) bypass our security methods or other measures MacKay may use to prevent or restrict access to the Web Site.

Linking
You may provide links only to the homepage of this Web Site, provided (a) you do not remove or obscure, by framing or otherwise, any portion of the homepage, (b) you discontinue providing links to this Web Site if requested by MacKay. If you wish to provide links to a section within the Web Site, you should forward your request to MacKay & Company and MacKay will notify you if permission is granted, and, if so, the terms and conditions of the permission.

Warranty, Liability, Indemnification
MacKay makes no representations regarding the availability and performance of its Web Site. You hereby acknowledge that any use of the Web Site and reliance upon any Materials shall be at your sole risk and that MacKay shall not be liable for any loss of data, lost profits or any other damages or losses resulting from such use.

THE WEBSITE AND THE MATERIALS ARE PROVIDED BY MACKAY ON AN "AS IS" BASIS AND AS AVAILABLE, WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS OR IMPLIED. MACKAY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO THE WEBSITE OR ANY MATERIALS.

IN NO EVENT SHALL MACKAY BE LIABLE FOR ANY COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, OR ANY CLAIMS OF YOU OR OTHER THIRD PARTIES WHATSOEVER WITH RESPECT TO THE WEBSITE OR THE MATERIALS. MACKAY SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES WHATSOEVER RESULTING FROM ANY FAILURE OF THE WEB SITE OR OF THE INTERNET. Some states do not allow the exclusion or limitation of liability of consequential or incidental damages, so the above exclusions may not apply to all users; in such states liability is limited to the fullest extent permitted by law.

MacKay reserves the right to revise Materials on the Web Site and/or to modify any features, specifications, or materials without notice.

Subscription
Certain sections of this Web Site require you and/or your parent company and/or the company of your brand affiliation to subscribe. If subscription is required, MacKay will supply you with your own personal user name and password for your registration as soon as possible after payment is received by MacKay. You agree to provide accurate, complete registration information. It is your responsibility to make any changes to that information through use of the Web Site or, if not possible, by emailing MacKay & Company your revised registration information. EACH USER NAME REGISTRATION IS FOR A SINGLE PERSON ONLY, UNLESS SPECIFICALLY DESIGNATED OTHERWISE BY MACKAY IN A WRITTEN AGREEMENT BETWEEN MACKAY AND YOU AND/OR YOUR PARENT COMPANY AND/OR THE COMPANY OF YOUR BRAND AFFILIATION. MACKAY DOES NOT PERMIT ANY OTHER PERSON USING THE REGISTERED SECTIONS UNDER YOUR NAME. YOU ARE RESPONSIBLE FOR PREVENTING SUCH UNAUTHORIZED USE. If you believe there has been unauthorized use, you should notify MacKay immediately by emailing MacKay & Company. Any use of the Web Site after subscription to the Web Site constitutes an agreement between your organization and MacKay that your organization is responsible for payment, regardless of amount of use or performance of the Web Site. Partial or full refunds, if sought by the subscribing organization, may be granted at MacKay's sole discretion.

Miscellaneous
MacKay reserves the right to investigate complaints or reported violations of the Terms of Use and to take any action MacKay deems appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information. MacKay reserves the right to seek all remedies available at law and in equity for violations of these Terms of Use, including but not limited to the right to block access from a particular Internet address to the Web Site. These Terms of Use incorporate by reference any notices contained on the Web Site and constitutes the entire agreement with respect to access to and use of the Web Site. If any provision of these Terms of Use is unlawful, void or unenforceable then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability. THESE TERMS OF USE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, USA, AS THEY APPLY TO AGREEMENTS MADE AND SOLELY PERFORMED THEREIN. YOU IRREVOCABLY CONSENT AND WAIVE ALL OBJECTION TO PERSONAL JURISDICTION AND VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN DUPAGE COUNTY, ILLINOIS, USA, AND YOU SHALL NOT COMMENCE OR PROSECUTE ANY SUIT OR ACTION EXCEPT IN THE FOREGOING COURTS.