Website Terms of Use

These Website Terms of Use (these "Website Terms") govern your access to and use of the website at www.yaxle.com and its subdomains, other than the Platform, and Yaxle's public marketing content (together, the "Site"). The Site is operated by PartBay Technologies, Inc., d/b/a Yaxle ("Yaxle," "we," "us," or "our").

By accessing or using the Site, you accept these Website Terms, on your own behalf and on behalf of any company or organization you represent. If you do not agree, do not use the Site.

SECTION 13 REQUIRES, WITH LIMITED EXCEPTIONS, THAT DISPUTES BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, AND IT WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

1.1 Site Only. These Website Terms do not govern access to or use of the Yaxle platform, including the Yaxle web, desktop, and mobile applications, APIs, and the AI agents and automations that act on a customer's behalf (the "Platform").

1.2 Platform Agreements Control. Use of the Platform is governed exclusively by the Yaxle Platform Terms of Use made available within the Platform (the "Platform Terms") and by the written subscription agreement between Yaxle and your organization, including any order form (the "Customer Agreement"). If you use the Platform, the Customer Agreement and the Platform Terms control over these Website Terms in any conflict, and nothing in these Website Terms limits, expands, or modifies them. Until the Platform Terms are made available to you within the Platform, your use of the Platform remains governed by the terms of use you previously accepted and your Customer Agreement.

1.3 Sign-In Pages. Any sign-in, account, or download page linked from the Site is part of the Platform, and the Platform Terms apply to it.

The Site describes products for professional automotive repair facilities and other businesses. Yaxle's products are not offered for personal, family, or household use. You must be at least 18 years old and the age of majority where you live to use the Site.

3.1 License. Subject to these Website Terms, Yaxle grants you a limited, non-exclusive, non-transferable, revocable license to view and use the Site to learn about Yaxle and its products and to communicate with Yaxle.

3.2 Restrictions. You will not: (a) sell, license, rent, or otherwise commercially exploit the Site or its content; (b) copy, modify, republish, or create derivative works of the Site or its content, except to keep a copy of pages for your own reference; (c) reverse engineer or attempt to extract the source code of the Site; (d) access the Site to build a competing product or service; or (e) remove any copyright, trademark, or other proprietary notice.

3.3 Changes to the Site. Yaxle may change, suspend, or discontinue the Site, in whole or in part, at any time. Yaxle has no obligation to support or maintain the Site.

4.1 Ownership. Yaxle and its licensors own the Site and all its content, including text, graphics, logos, designs, and software, and all related intellectual property rights. These Website Terms grant no rights except the license in Section 3.1.

4.2 Trademarks. "Yaxle" and the Yaxle logo are trademarks of PartBay Technologies, Inc. You may not use them without Yaxle's prior written permission. Other names, brands, and logos on the Site belong to their respective owners. Their appearance does not imply affiliation or endorsement.

4.3 Feedback. If you send Yaxle feedback, suggestions, or ideas about the Site or Yaxle's products, Yaxle may use them without restriction or compensation to you. Do not send confidential information through the Site's contact or demo-request forms. If your organization has a Customer Agreement, its confidentiality terms govern information shared under it.

When using the Site, you will not:

1. violate any law or any person's rights, including intellectual property and privacy rights;
2. upload or transmit viruses, malware, or other harmful code;
3. attempt to gain unauthorized access to the Site or to systems connected to it, or probe, scan, or test its vulnerabilities;
4. interfere with, disrupt, or place an unreasonable load on the Site or its servers;
5. scrape, crawl, or bulk-download the Site's content, except that operators of public search engines may index the Site in line with its robots.txt file;
6. submit false or misleading information through the Site's forms, or impersonate any person or organization; or
7. send spam or other unsolicited messages through the Site's forms.

Yaxle may investigate suspected violations, block access, and cooperate with law enforcement.

6.1 General Information Only. Content on the Site describes Yaxle's products in general terms and may change without notice. It is not an offer or a commitment. The features, pricing, and terms that apply to your organization are set only in its Customer Agreement.

6.2 Not a Marketplace. Yaxle is a software provider. It does not sell, list, stock, or distribute vehicle parts, and it is not a party to any parts transaction between a Yaxle customer and a supplier.

6.3 No Professional Advice. Nothing on the Site is legal, insurance, appraisal, estimating, or repair advice.

The Site may link to third-party websites or display third-party names, logos, or content. Yaxle does not control and is not responsible for them, and a link or mention is not an endorsement. Your use of a third-party website is governed by that third party's terms and privacy practices.

8.1 Privacy Policy. Yaxle's collection and use of personal information through the Site is described in its Privacy Policy at www.yaxle.com/privacy, which is incorporated into these Website Terms.

8.2 Electronic Communications. You consent to receive communications from Yaxle electronically. Electronic communications satisfy any legal requirement that a communication be in writing. If you are in Canada, Yaxle will send commercial electronic messages only with your consent as required by Canada's Anti-Spam Legislation, and each will include an unsubscribe mechanism.

THE SITE AND ITS CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, YAXLE AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. YAXLE DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL CODE. THIS SECTION DOES NOT LIMIT ANY WARRANTY IN A CUSTOMER AGREEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YAXLE AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATING TO THE SITE OR THESE WEBSITE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YAXLE'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SITE OR THESE WEBSITE TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100). THIS SECTION DOES NOT APPLY TO USE OF THE PLATFORM, WHICH IS GOVERNED BY THE CUSTOMER AGREEMENT, OR TO LIABILITY THAT CANNOT BE LIMITED BY LAW.

You will defend, indemnify, and hold harmless Yaxle and its officers, directors, employees, and agents from any third-party claim, and related losses and reasonable attorneys' fees, arising out of your misuse of the Site or your breach of these Website Terms. Yaxle may assume the exclusive defense of any such claim at your expense, and you will cooperate with that defense.

12.1 Termination. Yaxle may suspend or end your access to the Site at any time if it reasonably believes you have breached these Website Terms. This does not affect any access to the Platform under a Customer Agreement, which is governed by that agreement. Sections 4, 6, and 9 through 14 survive.

12.2 Changes to These Website Terms. Yaxle may update these Website Terms by posting a new version on the Site with a new "Last Updated" date. The updated version applies to use of the Site after it is posted. No change to these Website Terms modifies the Platform Terms or any Customer Agreement.

13.1 Platform Users. If your organization has a Customer Agreement, any dispute with Yaxle, including one relating to the Site, is resolved under the dispute resolution procedure in that Customer Agreement.

13.2 Arbitration. Any other dispute arising out of or relating to the Site or these Website Terms will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a sole arbitrator, in New York, New York. Before starting arbitration, the party raising the dispute will give the other written notice and try in good faith to resolve it for at least 30 days. Either party may instead bring an individual claim in small claims court, or seek injunctive relief in court to protect its intellectual property or the security of the Site.

13.3 CLASS ACTION AND JURY TRIAL WAIVER. YOU AND YAXLE MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. YOU AND YAXLE EACH WAIVE ANY RIGHT TO A JURY TRIAL.

13.4 Governing Law and Courts. These Website Terms are governed by the laws of the State of New York, without regard to its conflict of laws principles. Any dispute not subject to arbitration will be brought exclusively in the state or federal courts located in New York County, New York, and you consent to their personal jurisdiction.

13.5 Canada. If you are located in Canada, nothing in these Website Terms limits any right that cannot be waived or limited under the laws of your province or territory.

14.1 Export. You will comply with all applicable U.S. and Canadian export control and sanctions laws in using the Site.

14.2 Miscellaneous. These Website Terms and the Privacy Policy are the entire agreement between you and Yaxle about the Site. For Platform users, the Customer Agreement and the Platform Terms also apply as described in Section 1. You may not assign these Website Terms without Yaxle's prior written consent. If any provision is held unenforceable, it will be enforced to the maximum extent permitted, and the rest will remain in effect. Yaxle's failure to enforce any provision is not a waiver.

14.3 Language. The parties have expressly requested that these Website Terms and all related documents be drafted in English.

PartBay Technologies, Inc., d/b/a Yaxle
29 West 17th Street, Floor 5, New York, NY 10011
(646) 378-2353 · support@yaxle.com

Legal notices:
PartBay Technologies, Inc., Attn: Legal
2261 Market Street STE 85359, San Francisco, CA 94114