Overall Parts Solutions, as well as its affiliates and subsidiaries, (collectively referred to throughout as "OPS," "we" or "us"), offer a variety of products and services, including the OPSTrax, ValuTrax, DeliveryTrax, TraxPod websites and applications ("TraxDrive," "ValuTrax" and "TraxMobile" and "TraxScan," etc.), and content; our e-commerce websites and applications ("OPSTrax.com," “TraxPod.com” etc.); and all other current and future digital products and service offerings we make available, including any products services, and content provided in collaboration with our partners (collectively, the "Services").
THESE TERMS INCLUDE A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. THIS PROVISION AFFECTS YOUR RIGHTS TO RESOLVE DISPUTES WITH OVERALL PARTS SOLUTIONS AND YOU SHOULD REVIEW IT CAREFULLY. YOUR CHOICE TO MAINTAIN AN ACCOUNT, ACCESS OR USE THE SERVICES (REGARDLESS OF WHETHER YOU CREATE AN ACCOUNT WITH US) CONSTITUTES YOUR AGREEMENT TO THESE TERMS AND OUR PRIVACY POLICY. IF YOU DISAGREE WITH ANY PART OF THE TERMS, THEN YOU ARE NOT PERMITTED TO USE OUR SERVICES.
Please note that by accessing or using our Services, your Data that you share with one part of the Service may also be shared among the entirety of Overall Parts Solutions and its Services.
1.1 Who can use the OPS Services
You must be at least 18 to use Overall Parts Solutions’ Services. No individual under these age limits may use the Services, provide any Personal Data to OPS, or otherwise submit Personal Data through the Services (e.g., a name, address, telephone number, or email address).
1.2 Your Account
You may need to register for an OPS account to access or use certain Services. Your account may also automatically provide you access and means to use any new Services.
When you create an account for any of our Services, you must provide us with accurate and complete information as prompted by the account creation and registration process and keep that information up to date. Otherwise, some of our Services may not operate correctly, and we may not be able to contact you with important notices.
You are responsible for maintaining the confidentiality of any and all actions that take place while using your account and must notify our Support Team right away of any actual or suspected loss, theft, or unauthorized use of your account or account password. We are not responsible for any loss that results from unauthorized use of your username and password.
1.3 Service Updates, Changes and Limitations
Our Services are constantly evolving. With the launch of new products, services, and features, we need the flexibility to make changes, impose limits, and occasionally suspend or terminate certain Services. We may also update our Services, which might not work properly if you don't install the updates.
The Services change frequently, and their form and functionality may change without prior notice to you.
We may provide updates (including automatic updates) for certain Services as and when we see fit. This may include upgrades, modifications, bug fixes, patches and other error corrections and/or new features (collectively, "Updates"). Certain portions of our Services may not properly operate if you do not install all Updates. You acknowledge and agree that the Service may not work properly if you do not allow such Updates and you expressly consent to automatic Updates. Further, you agree that the Terms (and any additional modifications of the same) will apply to any and all Updates to the Services. We may change, suspend, or discontinue any or all of the Services at any time, including the availability of any product, feature, database, or content. In addition, we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality of any Service. We may also impose limits on certain Services or restrict your access to part or all of the Services without notice or liability.
1.4 Service Monitoring and Suspension
We reserve the right to refuse to provide the Services to anyone, and can monitor, terminate or suspend your account or access to the Services at any time.
We reserve the right, but have no obligation, to monitor any accounts and/or activities conducted through or in any way related to the Services, as well as any user's use of or access to Personal Data, and profiles of other users.
We may also deactivate, terminate or suspend your account or access to certain Services at any time: (1) if we, in our sole discretion, determine you are or have been in violation of these Terms or the spirit thereof, (2) if we, in our sole discretion, determine you have created risk or possible legal exposure for OPS, the general public, any third party, or any user of our Services, (3) in response to requests by law enforcement or other government agencies, (4) upon discontinuation or material modification of any Services, or (5) due to unexpected technical issues or problems. We will endeavor to notify you by email or the next time you attempt to access your account after any such deactivation, termination or suspension.
1.5 Security
Please let us know right away if you believe your account has been hacked or compromised.
We care about the security of our users. While we work hard to protect the security of your Personal Data and account, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify our Support Team immediately of any actual or suspected breach or unauthorized access or use of your account.
2.1 Definitions
For purposes of these Terms, "Data" means any form of information, data or creative expression and includes, without limitation, video, audio, photographs, images, illustrations, animations, tools, text, ideas, communications, replies, comments, software, scripts, graphics, maps, routes, geo-data, interactive features, designs, copyrights, trademarks, service marks, branding, logos, and other similar assets, patents, sounds, applications and any intellectual property therein, any of which may be generated, provided, or otherwise made accessible on or through the Services. "OPS Content" means all content that is not user-generated data.
2.2 Ownership
All OPS Content and all copyright, trademarks, design rights, patents and other intellectual property rights (registered and unregistered) in the Services belong to Overall Parts Solutions and/or its partners or applicable third parties. Each user retains ownership, responsibility for, and/or other applicable rights in the Data that he/she creates but grants a license of that Data to OPS as explained in Section 2.3 below. OPS and/or its partners or third parties retain ownership, responsibility for and/or other applicable rights in all OPS Content. Except as expressly provided in the Terms, nothing grants you a right or license to use any OPS Content, including any content owned or controlled by any of our partners or other third parties. You agree not to duplicate, publish, display, distribute, modify, or create derivative works from the material presented through the Services unless specifically authorized in writing by OPS.
2.3 Our License to You
Subject to your compliance with these Terms, we grant you a limited, revocable, personal, non-transferable, and non-exclusive right and license to access and use the Services and OPS Content for your commercial purposes, provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, sell, assign, sublicense, grant a security interest in, transfer or otherwise commercially exploit any right in the OPS Content or Services.
2.4.1 OPS Content. Except as expressly permitted by applicable law or authorized by Overall Parts Solutions, you agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, the Services' software, or any OPS Content offered as part of the Services, in whole or in part. You shall not download, copy, or save OPS Content, except (i) as expressly permitted by the functionality of certain Services (e.g., printed invoices) as provided for in the specific guidelines and/or additional terms applicable to those Services, or (ii) solely for personal and/or commercial use or your records.
2.4.2 Commercial Usage of the Services. The Services are intended only for your commercial use. You shall not use the Services to increase traffic to your own website or a third-party website for commercial reasons circumventing OPS Services, or otherwise undertake any endeavor aimed at deriving revenue. For example, you shall not take the results from a search of the Services and reformat and display them or mirror our home pages or results pages on your website. If you seek to make commercial use of the Services, you must enter into an agreement with us to do so in advance.
2.5 Your License to Us. When you provide Data to OPS through the Services, you grant OPS and our users a non-exclusive, irrevocable, royalty-free, freely transferable, worldwide right and license to use, host, store, cache, reproduce, display, perform, distribute, transmit, modify, adapt (including, without limitation, in order to conform to the requirements of any networks, devices, services, or media through which the Services are available), and commercialize such Data in connection with any and all Services.
The rights you grant in this license are for the limited purposes of allowing OPS to operate and allow other users to use the Services in accordance with their functionality, improve the Services, and develop new Services. Notwithstanding the above, we will not make use of any of your Data in a manner that is inconsistent with the privacy settings you establish within our Services. For information on managing your privacy settings for the Services, see the Privacy Policy.
We reserve the right to monitor, remove or modify Data for any reason and at any time, including Data we believe violates these Terms, and/or our policies.
You agree you will respect the intellectual property rights of others. You represent and warrant you have all the necessary rights to grant OPS the foregoing license for all Data you submit in connection with the Services and will indemnify us for any breach of this representation and warranty.
2.6 Data Retention Following termination of your account, we may retain your Data for a commercially reasonable period of time for backup, archival, or audit purposes, or as otherwise required or permitted by law. Furthermore, OPS may retain and continue to use, store, reproduce, and modify any of your Data that otherwise has been stored or shared through the Services. Accordingly, note that the above license to your Data continues even if you stop using the Services.
While we strive to make our applications available on many platforms, we can't guarantee that our applications are compatible with your device (though please let us know if you have a question or problem; we want to help). If you use our applications, your standard data and messaging rates will apply, and the rules of the app store from which you are downloading will also apply.
3.1 Wireless Carrier and Device Considerations: To use or access our applications, you will need a compatible device. We cannot guarantee the applications will be compatible with, or available on, your device. We do not charge for use of some basic applications; however, you may need to pay fees to use certain premium applications or features. Further, your phone company's normal messaging, data, and other rates and fees will still apply.
3.2 Text and Mobile Messaging Consents: By downloading or using our applications, you expressly agree we may communicate with you regarding transactions you have initiated on the Services or respond to your communications to us through the Services by SMS, MMS, text message, or other electronic means directed to your device and that certain information about your usage of the applications may be communicated to us automatically form your device. We will not send you direct messages of a marketing nature.
3.3 Mobile Application License: We hereby grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use our applications downloaded directly from a legitimate marketplace, solely in object code format and solely for your personal use for lawful purposes. With respect to any open source or third-party code that may be incorporated in the applications, such open source code is covered by the applicable open source, if any, authorizing use of such code.
3.4 App Stores: If you download our applications from a third-party app store (the "App Provider"), you acknowledge and agree that:
• The Terms are an agreement between us, and not with the App Provider. As between Overall Parts Solutions and the App Provider, OPS is solely responsible for its applications;
• The App Provider has no obligation to provide any maintenance and support services with respect to the OPS applications;
• In the event of any failure of the OPS applications to conform to any applicable warranty, (i) you may notify the App Provider and the App Provider may refund the purchase price for the applications to you (if applicable), (ii) to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the applications, and (iii) any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be, as between OPS and the App Provider, OPS's responsibility;
• The App Provider is not responsible for addressing any claims you have relating to the applications or your possession and use of the applications;
• If a third party claims an application infringes another party's intellectual property rights, as between the App Provider and OPS, OPS will be responsible for the investigation, defense, settlement and discharge of any such claim to the extent required by these Terms;
• You must also comply with all applicable third-party terms of service when using the applications.
OPS reserves the right to modify these Terms by (i) posting revised Terms on and/or through the Services, and/or (ii) providing advance notice to you of material changes to the Terms, generally via email where practicable, and otherwise through the Services (such as through a notification on the home page of the OPS websites or in our applications). Modifications will not apply retroactively unless required by law.
We may sometimes ask you to review and to explicitly agree to or reject a revised version of the Terms. In such cases, modifications will be effective at the time of your agreement to the modified version of the Terms. If you do not agree at that time, you are not permitted to use the Services. In cases where we do not ask for your explicit agreement to a modified version of the Terms, the modified version of the Terms will become effective as of the date specified in the Terms. Your choice to maintain an account, access or use the Services (regardless of whether you create an account with us) following that date constitutes your acceptance of the terms and conditions of the Terms as modified. If you do not agree to the modifications, you are not permitted to use, and should discontinue your use of, the Services.EXCEPT WHERE PROHIBITED BY LAW, OPS EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, SERVICES FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT TO THE FULLEST EXTENT PERMISSIBLE UNDER THE LAW. THE SERVICES AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS BASIS. Without limiting the foregoing, you understand that, to the maximum extent permitted by applicable law, we make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, availability, or reliability of any of the Services or any Data. To the maximum extent permitted by applicable law, we do not warrant that (i) the Services will meet your requirements or provide specific results, (ii) the operation of the Services will be uninterrupted, virus- or error-free or free from other harmful elements or (iii) errors will be corrected. Any oral or written advice provided by our agents or us does not and will not create any warranty. To the maximum extent permitted by applicable law, we also make no representations or warranties of any kind with respect to Data, in particular, is provided by and is solely the responsibility of the users providing that Data. No advice or information, whether oral or written, obtained from other users or through the Services, will create any warranty not expressly made herein. You therefore expressly acknowledge and agree that use of the Services is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you.
To the maximum extent permitted by applicable law, under no circumstances (including, without limitation, negligence) shall OPS, its subsidiaries, partners or any wireless carriers be liable to you or any third party for (a) any indirect, incidental, special, reliance, exemplary, punitive, or consequential damages of any kind whatsoever; (b) loss of profits, revenue, data, use, goodwill, or other intangible losses; (c) damages relating to your access to, use of, or inability to access or use the Services; (d) damages relating to any conduct or content of any third party or user of the Services, including without limitation, defamatory, offensive or illegal conduct or content; and/or (e) damages in any manner relating to any Third-Party Content, Third-party Products or Third-Party Activities accessed via the Services. To the maximum extent permitted by applicable law, this limitation applies to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not OPS has been informed of the possibility of such damage, and further where a remedy set forth herein is found to have failed its essential purpose. In particular, to the extent permitted by applicable law, we are not liable for any claims arising out of (a) your use of the Services (including but not limited to your participation in any activities promoted by or accessed via the Services), (b) the use, disclosure, display, or maintenance of a user’s Personal Data, (c) any other interactions with us or any other users of the Services, even if we have been advised of the possibility of such damages, or (d) other Data, information, services or goods received through or advertised on the Services or received through any links provided with the Services. To the extent permitted by applicable law, you acknowledge and agree that we offer the Services and set the Services' prices in reliance upon the warranty disclaimers, releases, and limitations of liability set forth in the Terms, that these warranty disclaimers, releases, and limitations of liability reflect a reasonable and fair allocation of risk between you and form an essential basis of the bargain between you and us. We would not be able to provide the Services to you on an economically reasonable basis without these warranty disclaimers, releases, and limitations of liability.
If you are a resident of California: You waive your rights with respect to California Civil Code Section 1542, 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 debtor."
Residents of the United States: To the maximum extent permitted by applicable law, you agree to indemnify and hold OPS, its subsidiaries, suppliers and other partners harmless from any claim or demand, including reasonable accounting and attorneys' fees, made by any third party due to or arising out of (a) the Data you access or share through the Services; (b) your use of the Services, (c) your connection to the Services, (d) your violation of these Terms, (e) any violation of the rights of any other person or entity by you, or (f) your employment of the Services to meet another user in person or to locate and attend any offline place or event. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us under the Terms, and you agree to cooperate with our defense of these claims.
These Terms shall be governed by and construed in accordance with the laws of the State of Texas and controlling U.S. federal law as applicable, without regard to its conflict of law principles.
At this time, Services are not offered outside of the United States.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of the Terms or your use of the Services. The Terms and any Product-Specific Terms constitute the entire agreement between you and us with respect to your use of the Services.
Our failure to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
Our notice to you via email, regular mail, or notices or links displayed in connection with the Services constitutes acceptable notice to you under the Terms. We are not responsible for your failure to receive notice if email is quarantined by your email security system (e.g., "junk" or "spam" folder) or if you fail to update your email address. Notice will be considered received forty-eight hours after it is sent if transmitted via email or regular mail. In the event that notice is provided via links displayed in connection with the Services, then it will be considered received twenty-four hours after it is first displayed.
If you have any feedback, questions or comments about the Services, please contact our Support Team by email, by phone at 1-877-873-8729.
Notice to Overall Parts Solutions under this section of the Agreement may be accomplished by sending e-mail to support@opstrax.com or by conventional mail to:
Overall Parts Solutions
1450 Post and Paddock St.
Grand Prairie, TX 75050
and include the subject as "Attn: Legal - Terms and Conditions of Use". Please be sure to include in any email or postal mail your full name, email address, postal address, and any message.