By connecting the PARts compatibility app to your eBay store you are consenting to PARts adding compatibility to your eBay listings. The terms of service for this are outlined below, by consenting to the connection via eBay you are accepting the terms below.

Terms of Service
Fitment Compatibility
 
 
PARts Australia Pty Ltd (ABN 166 607 094) of Suite 103 / 83 York Street, Sydney NSW 2000, Australia (“PARts”) is in partnership with eBay Marketplaces GmbH of Helvetiastrasse 15/17, CH-3005, Bern, Switzerland (“eBay”) for certain fitment compatibility project.    
 
This Terms of Service (“Agreement”) is made by and between PARts and Seller (or “You”) for the purpose of granting PARts the right to access, use and otherwise modify Your Listing via your eBay selling application programming interface (“API”) with an aim to improve fitment compatibility mapping of Your Listing.  The Agreement is entered into when you connect your store to the PARTs Fitment Compatibility Service Application on the Landing Page, and continues for the Term.
 
This Agreement is separate from any of your agreement(s) with eBay, and does not change the terms and conditions of such agreement(s) or your contractual relationship with eBay.  None of eBay or its Related Bodies Corporate is a party to this Agreement.
 
In consideration of AUD$1.00 the receipt of which is acknowledged, the parties agree to the following terms and conditions. 
 
1.                   Definitions
 
1.1.             Consequential Loss means any loss or damage suffered by a party which cannot reasonably be considered to arise naturally, that is according to the usual course of things, from the breach or other act or omission giving rise to the relevant liability.
 
1.2.             eBay Items IDs means an ID assigned by eBay to Your Listing on the eBay Website.
 
1.3.             eBay Website means the website and webpages located at the domain www.ebay.com.au.
 
1.4.             Expiry Date means June 30th 2025
 
1.5.             Fitment means the assessment and relevant identification and categorisation of parts and accessories for motor vehicles by PARts.
 
1.6.             Intellectual Property Rights means all intellectual property rights at any time recognised by Laws, including the following rights:
                       (a)            patents, copyright, rights in circuit layouts, registered designs, trademarks, business names and any right to have confidential information kept confidential; and
                       (b)            any application or right to apply for registration of any of the rights referred to in sub-paragraph (a).
 
1.7.             Landing Page means the website and webpages located at the domain www.ebay.partsdb.com.au/about.
 
1.8.             Laws means from time to time any applicable statute, regulation, code, standards, award or other subordinate legislation or legislative instrument of the State or the Commonwealth of Australia, any rule of common law or equity, and any legally binding or enforceable requirement of a government or government body, authority or agency of the State or the Commonwealth of Australia
 
1.9.             PARts DB System means the data-matching system of PARts DB and the vehicle tables, frameworks, databases, software, source code, object code, websites, text, information, graphics, images, logos, designs, trade marks, and layouts that form part of that data-matching system, and includes any and all updates, new releases, enhancements of and newly developed software relating to such system.
 
1.10.         Related Bodies Corporate means a related bodies corporate or a related company, as those terms are defined in the Corporations Act 2001 (Cth).
 
1.11.         Seller or You means a person or entity that creates and publishes a listing for the purpose of displaying and selling products in the ‘Vehicles Parts & Accessories’ category on the eBay Website.
 
1.12.         Term means the period commencing on the date when you connect your store and will continue until PARts publishes an ending notice on the Landing Page, which notice must not expire prior to the Expiration Date.  This Agreement may be terminated earlier than the Expiration Date in accordance with the provisions of this Agreement. You can do this by revoking app access within the eBay portal by clicking account settings, sign in and security then third-party app access. From here you can revoke the PARts Compatibility Fitment Service application subsequently terminating this agreement.
 
 
1.13.         Your Listings means the listings created from time to time by You selling motor vehicle parts and accessories via the eBay Website within the ‘Vehicles Parts & Accessories’ category.
 
2.                   Licenses
 
2.1.             You grant to PARts a non-exclusive, sublicensable and royalty free licence to access and use the API, and extract, reproduce, modify, adapt and otherwise use or manage the data from Your Listing via the API during the Term to the extent reasonably necessary for PARts to improve fitment relevancy of Your Listing  g via PARts’ data mapping methodology including but not limited to: 
 
                       (a)            apply appropriate fitment to your listing(s);
                       (b)            apply a universal fitment designation or categorisation in respect of any products the subject of your listing can be universally used;
                       (c)            update or otherwise correcting any fitment created or modified by PARts;
                       (d)            structure the product specifics of the data and information of Your Listings in respect of the brand and manufacturer part number to identify and reasonably match the standard format such brands use in their eBay electronic parts catalogues;
                       (e)             normalise the brand and manufacturer part number to create an eBay custom catalogue entry or category in respect of any of Your Listing for a brand of vehicle parts or accessories that does not have an existing eBay catalogue (or where a product is a generic or your own brand);
                        (f)            map fitment data to each relevant parts and/or accessories in Your Listing and inferred fitment of Your Listing; and/or
                       (g)            re-categorisation of Your Listing within the Parts & Accessories category on the Website to appropriate fitment categories (and provide recommendations for the re-categorisation of other seller listings) to ensure fitment either can be appropriately adopted (or to identify where fitment should not be adopted at all); 
 
each and together “Cleansed Data and Database” (as the case may be).
 
2.2.             You acknowledge and agree that:
 
                       (a)            PARts will only modify or cleanse data of and create Fitment mapping to Your Listing in connection with selected eBay Items IDs provided by eBay in accordance with pre-determined criteria.
 
                       (b)            Whether the relevancy of Your Listing can be improved or the extent of any improvement will depend on the quality of the data of Your Listing.
 
                       (c)            PARts may not modify or cleanse data, or create or publish Fitment mapping of Your Listing if PARts determines, in its absolute discretion, it is not possible or practical to do so.  In such case, this Agreement will immediately terminate and no Fitment mapping to Your Listing will be published on eBay Website by PARts.    
 
                       (d)            PARts’ work on part compatibility relies on model mapping which is maintained by PARts using commercial reasonable effort.  Due to variances and nuances of each data or database, there will be parts that cannot be relevancy mapped, we do not warranty the outcome of any Fitment mapping to Your Listing will be complete or free from errors or omissions.
 
                       (e)             You are deemed to consent to the contents of the Fitment mapping published on eBay Website, unless You notify us otherwise within 14 days after it is so published.  In such case, PARTs will, as soon as reasonably practical, remove such contents from the eBay listing and this Agreement will terminate immediately upon removal.  By consenting to PARts publishes such Fitment mapping, you will indemnify PARts from all loss or damage arising due to errors or omissions in the Fitment mapping except if such errors or omissions are directly caused by PARts’ gross negligence or wilful misconduct.
 
3.                   Intellectual Property Rights
 
3.1.             You represent and warrant that You have the rights to grant PARts the license as provided in this Agreement and such license does not infringe any third party intellectual property or confidentiality rights.  The representations and warranties shall: (a) survive the execution and delivery of this Agreement: (b) survive the expiry or termination of the Agreement.  The representations and warranties are continuous and repeated. 
 
3.2.             The legal and beneficial ownership of all Intellectual Property Rights in the Cleansed Data and Database, Fitment mapping to Your Listing and any other derived work within the scope detailed in 2.1, shall be vested in PARts from its creation.  PARts will immediately assign such ownership to eBay in full. 
 
3.3.             Subject to clause 3.4(a), PARts grants to You a revocable and paid-up license to use PARts System for the purpose of accessing and using the Landing Page.  The Landing Page will be provided “as available”.  You must not permit to grant other parties access to PARts System through your login for any purpose. 
 
3.4.             You acknowledge and agree that:
 
                       (a)            PARts will only publish the Fitment mapping to Your Listing.  Any other use of such Fitment mapping, Cleansed Data and Database and other derived data will be subject to your agreement with eBay to which PARts will not be responsible.   
 
                       (b)            The Fitment File mapping will be provided “as is”. 
 
                       (c)            You acknowledge and agree that PARts is the sole legal and beneficial owner of all properties in (a) PARts System.  There is no transfer of ownership of any properties of PARts System to You except for license granted under the Agreement.  You must not reverse engineering, duplication, sharing, mimicking or interference with PARts System. 
 
4.                   Obligations of the Parties
 
4.1.             PARts will perform the parts compatibility work to the data of Your Listing with the degree of professional skill, due care and diligence expected of a competent professional experienced in carrying out the same or similar work.
 
4.2.          PARts is not obligated to resolve problems resulting solely from your software, hardware, internet connection or third party products or services not provided by PARts or use of PARts System in breach of this Agreement.
 
4.3.          PARts will remove all data of Your Listing including derived data from PARts System as soon as reasonably practical after this Agreement ends. 
 
4.4.             You will not use the Fitment mapping, Cleansed Data or Database or any derived data beyond Your Listing. 
 
4.5.             The parties will:
 
                       (a)            comply with the Laws,
 
                       (b)            implement, maintain and enforce reasonable security procedures and safeguards (both physical and logical) to the data of the other party (where applicable); and
 
                       (c)            use reasonable commercial efforts to ensure that the other party’s system is protected at all times from unauthorised access, use, damage and destruction.
 
5.                   Termination
 
5.1.             Either party may terminate this Agreement for convenience, with immediate effect, by:
                            (a)            PARts:  publishing a notice on the Landing Page;
                           (b)            You:  notifying PARts in writing with a minimum 30 days notice
 
5.2.             Either party may, with immediate effect, terminate this Agreement if
 
                       (a)            the other party materially breaches this Agreement or commits a series of breaches that together constitute a material breach, and the breach is not capable of being remedied; or if the breach is capable of being remedied, such party has not remedied that breach within 14 days after a notice from the party specifying the breach; or
 
                       (b)            any other event specified in this Agreement as giving rise to a right for such terminate occurs.
 
5.3.             Termination under this clause does not affect the rights or obligations of the parties accrued prior to the date of termination.
 
6.                   Liability and Limitation of Liability
 
6.1.          Any express or implied guarantee, term, condition, warranty, representation or other terms or conditions relating to this Agreement or its subject matter which are not contained in this Agreement are excluded to the extent permitted by Law.
6.2.         Nothing in this Agreement excludes, restricts or modifies any guarantee, term, condition, warranty, or any right or remedy, implied or imposed by any legislation which cannot lawfully be excluded or limited.  If any guarantee, term, condition or warranty is implied into this Agreement under the Laws (a Non-Excludable Provision) and PARts is able to limit your remedy for a breach of the Non-Excludable Provision, then PARts' liability for breach of the Non-Excludable Provision is limited to re-performing the part compatibility work again, or payment of the cost of having the same performed again.
6.3.             To the extent permitted by Law and subject to clause 6.5, PARts maximum aggregate liability for all your loss/damage arising out of or in connection with the Agreement or its subject matter is limited to, at the reasonable discretion of PARTs, re-perform the fitment compatibility work of Your Listing, or payment of the reasonable and verifiable cost of having such fitment compatibility performed again in accordance with this Agreement.
 
6.4.             PARts or its licensor will not be liable to You (whether under contract, tort, warranty, strict liability, or otherwise) for (a) use of or inability to use any data of Your Listing; (b) loss of data or damage to hardware or software, (c) claims by third parties, or (d) third party’s products or services, except if the liability is directly resulted from PARts gross negligence or wilful misconduct.
 
6.5.             PARts or its licensor will not be liable to You or any third party if such liability arises from or in connection with the Fitment mapping, the Cleansed Data or Database and any derived work being used outside Your Listing.   
 
6.6.          To the extent permitted by law and that the liability directly resulted from PARt’s
                          (a)            infringement or misappropriation of your Intellectual Property Rights; or
                         (b)            gross negligence or wilful misconduct in performing the Fitment mapping to Your Listing,
 
the total aggregate liability of PARts for the liabilities in clause 6.5(a) and (b) is limited to the extent that PARts:
                          (a)            is actually indemnified for such liability under a policy of insurance effected for such liability; or
                         (b)            would have been entitled to be indemnified for such liability but for PARts' failure to obtain, maintain or comply with the terms and conditions of the relevant policy or its obligations under this Agreement in respect of such policy.
 
PARts insurance policies will be maintained at PARts company level but not for individual Seller.
 
6.7.             You will indemnify PARts against any and all loss and damage suffered or incurred by PARts, arising from or in any way related to (a) any breach of any warranty by You; (b) a claim, demand, suit, action or proceeding by a third party alleging that the data of Your Listing, or its use adaption, change, relocation, demolition, destruction or non-attribution by PARts infringes or misappropriation of the intellectual property rights of any person; and (c) claims against eBay in connection with the fitment compatibility work of Your Listing performed by PARts, except if the liability is directly resulted from PARts gross negligence or wilful misconduct.
 
6.8.             The liability of a party, whether in contract (including under an indemnity), tort, (including negligence), under statute, or otherwise, will be reduced by the extent, if any, to which the other party directly and negligently contributed to the loss or damage. Each party must take appropriate and commercially reasonable actions to mitigate loss and damage that might otherwise be recoverable from the other party arising out of or in connection with this Agreement, whether in contract (including under an indemnity), tort (including negligence), under statute or otherwise.
 
6.9.             Except for infringement or misappropriation of Intellectual Property Rights under this Agreement, neither party will be liable to the other party for any Consequential Loss.
 
6.10.         Indemnity under this clause or given under is a continuing obligation, separate and independent from Your other obligations and survives expiry or termination of this Agreement, and it is not necessary for PARts to incur expense or make payment before enforcing a right of indemnity conferred by this Agreement.
 
7.                   General
 
7.1.             Conflict. If there is a conflict between this Agreement and the content of the Landing Page (excluding this Agreement), then the terms of this Agreement prevail.
 
7.2.             Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction is ineffective in, and will be severed from this Agreement in relation to, that jurisdiction to the extent of the prohibition or unenforceability. That will not invalidate the remaining provisions of this Agreement or nor affect the validity or enforceability of that provision in any other jurisdiction.
 
7.3.             Waiver.   The failure, delay, relaxation or indulgence on the part of a party in exercising any power or right given to that party does not operate as a waiver of that power or right, nor does any single exercise of the power or right preclude any other exercise of it or the exercise of any other power or right of that party. A power or right may only be waived by a party in writing.
 
7.4.             Relationship of the parties.  Nothing in this Agreement or is to be interpreted as creating an employment, agency, partnership or joint venture relationship between any parties.
 
7.5.             Entire agreement.   This Agreement contains the entire agreement between the parties with respect to its subject matter and supersede all earlier conduct and prior agreements and understandings between the parties in connection with its subject matter.
 
Jurisdiction.  This Agreement is governed by the laws of the State of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them for determining any dispute concerning this Agreement.