Seller Agreement

Effective Date: August 15, 2026

Last Updated: August 15, 2026

Version: 2026-08-15

This Seller Agreement (“Agreement”) is a binding contract between WPARTS LLC, a California limited liability company (“WPARTS”, “we”, “us”, or “Platform”), and the individual or entity that registers as a seller or publishes a hosted site (“Seller”, “you”).

WPARTS operates a technology platform for lead generation, requests for quotation (RFQ), part and service requests, messaging, and hosted seller websites. WPARTS is not the merchant of record. Payments, shipping, returns, and taxes are arranged off-platform between you and the Buyer unless and until WPARTS implements integrated payment and tax services and you affirmatively re-accept those terms.

This Agreement incorporates the Terms of Service, Privacy Notice, Acceptable Use Policy, Prohibited Items Policy, Intellectual Property & Counterfeit Policy, Site Builder & Hosting Terms, and Off-Platform Payment, Shipping & Returns Notice. If this Agreement conflicts with the Terms for Seller-specific obligations, this Agreement controls. If a translation conflicts with the English version, the English version controls.

1. Acceptance

You accept this Agreement by checking the acceptance checkbox presented with a link to this Agreement (and related policies) during seller onboarding or before you list or publish a hosted site. WPARTS logs the version, content hash, IP address, user agent, and timestamp. Electronic acceptance satisfies the Electronic Signatures in Global and National Commerce Act and California UETA.

Listing products or publishing a site does not, by itself, constitute acceptance. If you do not check the box, you may not list or publish. If you do not agree, do not complete seller onboarding.

2. Definitions

Buyer - a user who submits an inquiry, part request, service request, or Order, or who arranges a purchase with you.
Listing - a product, service, or catalog entry you create or display, including on a hosted site.
Order - a request that WPARTS transmits to you. An Order is not a card checkout and does not create a payment processed by WPARTS.
Hosted Site - a website you operate on WPARTS infrastructure, including an optional custom domain.
Covered Claim - any third-party or Buyer claim arising from your products, services, Listings, Hosted Site, pixels, lead forms, or your breach of this Agreement or applicable law.

3. Platform Role; No Agency

PLEASE READ CAREFULLY - THIS SECTION DEFINES WPARTS’ LIMITED ROLE.

WPARTS is a neutral technology platform. WPARTS is not the seller, distributor, or merchant of record for your products or services. WPARTS does not take title to, own, store, warehouse, handle, pack, or ship your goods. You and the Buyer form the contract of sale directly.

You and WPARTS are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, fiduciary, or employment relationship. You have no authority to bind WPARTS or to represent that WPARTS is the seller of your products.

WPARTS does not offer a buyer protection program and does not issue refunds. Any facilitation of communications is a courtesy only, without a duty to act or a guarantee of outcome.

4. Onboarding; Documents; Manual Review

You must provide accurate legal name, company name (if any), business address, phone, city, description, business type, and such company documents as the application form requests (for example, a business license, articles, or owner identification that you choose to upload).

Review method. WPARTS reviews uploaded documents manually. Approval, refusal, or a request for more information is a human decision. WPARTS does not represent that it performs automated OFAC, sanctions, KYC, or anti-money-laundering screening of every applicant or Seller. WPARTS may still refuse or suspend an account where it determines, in good faith, that the activity would violate applicable law, this Agreement, or the AUP.

You must keep your information current. You must not submit forged documents. WPARTS does not collect W-9 or W-8 forms, payout bank details, or tax identification numbers as a routine condition of onboarding, because WPARTS does not operate payouts or issue Form 1099-K.

5. Listings; Fitment Warranty; Seller Responsibility

5.1 Sole responsibility. You are solely responsible for your Listings and sales, including:

truthful, complete, and non-misleading titles, descriptions, images, specifications, condition (new, used, remanufactured, core), and price or quote terms;
authenticity and the right to sell (no stolen, counterfeit, or unauthorized branded goods);
inventory accuracy and prompt removal of unavailable items;
product quality, safety, labeling, and legal compliance;
customer service and any return, refund, or warranty you offer the Buyer;
all product-liability risk for goods you list or sell.

5.2 Fitment warranty. You warrant that vehicle compatibility, interchange, and VIN- or catalog-based fitment data you provide are accurate to the best of your knowledge and are not knowingly false or misleading. You must disclose uncertainty (for example, “verify with VIN” or “may require modification”). Catalog or AI-assisted suggestions do not relieve you of this warranty for data you publish. The Buyer should still verify fitment before installation; that does not limit your responsibility for inaccurate fitment claims you made.

5.3 Legal compliance. You must comply with applicable law, including CPSC and FMVSS requirements that apply to your parts, the FTC Act and state unfair-competition rules, import/export and sanctions rules, consumer-protection and advertising law, intellectual-property law, and environmental rules. You must provide any required warnings on the Listing and Hosted Site, including California Proposition 65 warnings where a listed product requires them. WPARTS does not generate Prop 65 warnings for you.

5.4 No inspection by WPARTS. WPARTS does not inspect, test, certify, or warrant your products. WPARTS has no duty to verify the accuracy, legality, or safety of your Listings.

5.5 Policies. You must comply with the AUP, Prohibited Items Policy, and IP Policy. WPARTS may update those policies; material changes that newly restrict your listings will be notified as described in Section 20.

6. Prohibited Items

You shall not list or fulfill items prohibited by the Prohibited Items Policy, including (without limitation) stolen parts, counterfeit OEM, used or recalled airbags where restricted by law, catalytic converters where restricted, hazardous materials requiring special licensing, weapons and explosives, illegal drugs, child sexual abuse material, and recalled unsafe parts. WPARTS may remove Listings and suspend or terminate accounts.

7. Orders; Off-Platform Payment, Shipping, and Returns

7.1 Direct contract. Each Order or accepted inquiry is a request transmitted to you. Any contract of sale is solely between you and the Buyer. You set payment, shipping, and return terms in the Listing, on the Hosted Site, or in direct communications.

7.2 No WPARTS payments. WPARTS does not collect cards, hold funds, operate payouts or reserves, issue refunds, or handle chargebacks. You are solely responsible for invoicing, collecting payment, shipping, tracking (if offered), returns, and any refund you owe the Buyer. See the Off-Platform Payment, Shipping & Returns Notice.

7.3 Disputes. You must respond promptly to Buyer inquiries and resolve disputes in good faith. WPARTS has no obligation to mediate or compensate either party. Repeated failure to respond or to honor your stated terms may result in suspension.

7.4 Future integrated payments. If WPARTS later offers integrated payments, payouts, reserves, or tax-collection services, those services will not apply to you until WPARTS gives separate notice and you affirmatively re-accept a payments policy or amendment. Until then, no Fee Schedule for payment processing, no payment-processor integration, and no W-9/1099-K program is in force.

8. Fees

WPARTS may charge platform, listing, subscription, or site-hosting fees if and when those fees are separately disclosed in the product and accepted by you. There is currently no posted Fee Schedule for integrated payments, commissions on off-platform sales, or payouts. Failure to pay a disclosed platform fee when due may result in suspension of listings or hosting.

You are not required to pay WPARTS a share of off-platform Buyer payments that WPARTS does not process.

9. Taxes

You are solely responsible for determining, collecting, reporting, and remitting sales, use, VAT, GST, customs, income, and other taxes on transactions you complete with Buyers. The Buyer is likewise responsible for taxes the Buyer owes. WPARTS does not collect or remit sales tax as a marketplace facilitator and does not issue Form 1099-K for Buyer–Seller payments it does not process.

You must not represent that WPARTS has collected tax on your sale. Platform fees you pay to WPARTS (if any) are fees for software and hosting, not tax collected on a product sale.

10. Product Safety, Recalls, and Proposition 65

You must comply with applicable safety laws and promptly notify WPARTS at [email protected] of safety issues, defects, or recalls affecting products you listed. You must remove or update affected Listings and cooperate in lawful recall or remediation.

You are responsible for California Proposition 65 and other required chemical or product warnings on your Listings and Hosted Site. Failure to warn is your liability, not WPARTS’.

11. Insurance

WPARTS recommends that you maintain commercial general liability insurance, including product-liability coverage, with limits of at least $1,000,000 per occurrence (or higher limits appropriate to your volume and product risk). WPARTS does not collect certificates of insurance at onboarding and does not make a COI a condition of opening a seller account.

WPARTS may request a certificate of insurance (COI) later, including after a claim, a high-risk category listing, or a volume threshold we communicate to you. Failure to provide a requested COI within a reasonable time may result in restriction of certain categories or suspension. Recommended coverage is not a representation that $1,000,000 is adequate for your business.

12. Hosted Sites

If you use the site builder or a Hosted Site, the Site Builder & Hosting Terms apply. You are the publisher of site content. For lead forms, you are the controller and WPARTS is the processor. For analytics or advertising tools you enable, you are the controller; WPARTS loads those tools only after visitor consent. You must not publish illegal content. WPARTS may unpublish the site or disconnect a custom domain for violations.

13. Intellectual Property

You grant WPARTS a non-exclusive, worldwide, royalty-free, transferable license to reproduce, display, modify (for formatting), and publish Listing and site content for operation, search, and promotion of the Platform and your Hosted Site.

Copyright complaints follow the DMCA Policy. Trademark and counterfeit complaints follow the IP Policy. You shall not submit fraudulent notices and shall indemnify WPARTS for misrepresentations in notices you send.

14. Data Protection

The Privacy Notice and, where applicable, the EEA/UK Privacy Addendum describe how WPARTS processes personal data. When WPARTS shares a Buyer inquiry or Order with you, you are an independent controller of that contact data and must use it only to respond to the request and to comply with law, not for unlawful spam.

For lead forms on your Hosted Site, you are the controller and WPARTS is the processor. Where required by law, the parties will enter into a data-processing addendum. WPARTS uses Standard Contractual Clauses for EEA/UK transfers where applicable. You consent to processing needed to operate your account, security, and hosting. WPARTS does not share your data with payment processors for payouts, because payouts are not offered.

15. Indemnification

15.1 Obligation. You shall indemnify, defend, and hold harmless WPARTS and its officers, directors, employees, agents, contractors, successors, and assigns (the “WPARTS Parties”) from and against any and all third-party and Buyer claims, demands, actions, suits, proceedings, investigations, liabilities, judgments, damages, losses, costs, and expenses (including reasonable attorneys’ fees, expert fees, litigation costs, settlement amounts, and government fines or penalties) arising out of or related to:

Products and Listings: products or services you list, offer, or sell, including product-liability claims (strict liability, negligence, breach of warranty); personal injury, death, or property damage; defects, malfunctions, or safety hazards; recalls or regulatory actions; false or inaccurate descriptions, images, specifications, or fitment data; misrepresentation of condition or authenticity; counterfeit, stolen, or infringing products; and non-compliance with safety or other regulations;
Buyer disputes: quality, condition, authenticity, safety, performance, non-delivery, late or damaged shipment, returns, refunds, warranty claims, failure to respond, or unfair or deceptive practices (including disputes about off-platform payment);
Amounts imposed on WPARTS: any refunds, assessments, fines, or liabilities that a court, government authority, or applicable law requires WPARTS to pay in connection with your products or transactions (WPARTS does not process cards and does not independently issue refunds);
Breach: your breach or alleged breach of this Agreement, the Terms, the AUP, the Prohibited Items Policy, the IP Policy, or the Site Builder Terms;
Violation of law: consumer protection, product safety, intellectual property, import/export and sanctions, tax, advertising (including CAN-SPAM and, if you send SMS, TCPA), environmental law (including Proposition 65), and data-protection law;
Third-party rights: infringement of intellectual property, privacy, publicity, or contractual rights;
Your Hosted Site: content, lead forms, pixels, custom domains, and AI-generated copy you publish;
Your conduct: fraudulent, deceptive, negligent, reckless, or unlawful conduct by you or your employees, agents, or contractors;
Platform harm: damage to WPARTS systems, security, or reputation caused by your actions or omissions.

15.2 Scope. This obligation applies to claims by Buyers, end users, government agencies, rights holders, and other third parties, under any theory, including product liability, negligence, contract, fraud, unfair competition, or statute.

15.3 Defense. WPARTS may, at its expense, assume exclusive defense and control of any indemnified matter. You shall not settle without WPARTS’ prior written consent. You shall cooperate, including by providing documents and testimony reasonably requested.

15.4 Payment. You shall reimburse WPARTS for indemnified amounts within thirty (30) days of written demand.

15.5 Survival. This Section 15 survives termination and applies to claims arising from your activities during the term.

15.6 Non-waivable law. This indemnity does not require you to indemnify WPARTS for WPARTS’ own fraud, willful injury, or violation of law to the extent such indemnity is unenforceable (including Cal. Civ. Code § 1668).

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WPARTS’ AGGREGATE LIABILITY TO SELLER FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO WPARTS IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM OR (B) $100. WPARTS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THIS LIMITATION SHALL NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE WHERE SUCH LIMITATION IS PROHIBITED.

17. Disclaimer

EXCEPT FOR YOUR EXPRESS WARRANTIES IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WPARTS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. WPARTS DOES NOT WARRANT LEAD VOLUME, SEARCH RANKING, FITMENT OF THIRD-PARTY CATALOG DATA, OR THAT ANY BUYER WILL COMPLETE A PURCHASE.

18. Records; Cooperation

You shall retain records of Listings, communications, and off-platform invoices or shipments for at least four (4) years, or longer if the law requires. WPARTS may request records on reasonable notice to confirm compliance with this Agreement (not as a tax-collection audit of marketplace-facilitator receipts, which WPARTS does not collect). You shall cooperate with lawful requests from WPARTS or authorities.

19. Suspension; Termination

WPARTS may suspend or terminate your seller account, Listings, or Hosted Site for breach, fraud, suspected illegal activity, prohibited items, IP violations, failure to provide requested documents or a requested COI, or inactivity. You may stop listing and may close your account as the product allows.

Upon termination, accrued obligations survive, including indemnities, licenses for content already cached or as needed for legal holds, and Sections 3, 5, 7, 9, 13–18, 20, 21, and 23. Unpublished sites may remain in backup for a limited period.

20. Changes

WPARTS may update this Agreement. We will post the new version and update the Effective Date. For material changes (including dispute resolution, limitation of liability, new fees charged to you, or any launch of integrated payments or tax collection), we will provide notice and require your affirmative re-acceptance before the changes apply to you. If you do not agree, you must stop listing and may close your seller account. Continued listing constitutes acceptance only for non-material changes.

21. Dispute Resolution; Arbitration; Class Action Waiver

PLEASE READ CAREFULLY - THIS SECTION AFFECTS YOUR RIGHTS. Because you are a Seller acting in a commercial capacity, the AAA Commercial Arbitration Rules apply as stated below.

Informal Resolution. Before filing, email [email protected] with “Dispute Notice,” a description of the claim, and the relief sought, and wait 30 days.

Arbitration. Except as provided below, you and WPARTS agree to binding individual arbitration administered by the AAA under its Consumer Arbitration Rules (or Commercial Rules if you are a Seller acting in a commercial capacity), as modified by this section. The FAA governs. The seat is Fresno County, California, unless the AAA or applicable law requires a different location.

Exceptions. Either party may bring an individual action in small claims court. Either party may seek temporary injunctive relief in court to protect IP, security, or unauthorized access. This section does not waive the right to seek public injunctive relief in court to the extent such waiver is unenforceable under California law (including McGill v. Citibank).

Class Waiver. You and WPARTS waive any right to a jury trial and to participate in a class, collective, or representative action, except for public injunctive relief as provided above.

Opt-Out. You may opt out within 30 days after first accepting these Terms by emailing [email protected] with subject “Arbitration Opt-Out,” your name, and account email. Opting out does not affect other provisions.

Mass Filings. If 25 or more similar demands are filed, the parties will cooperate in batched proceedings under AAA Mass Arbitration Supplementary Rules.

22. Governing Law; Venue

These Terms are governed by the laws of the State of California, without regard to conflict-of-law rules, except that the Federal Arbitration Act governs the arbitration section. Subject to arbitration, exclusive venue is the state and federal courts in Fresno County, California. Nothing in these Terms limits non-waivable consumer, privacy, or other rights that apply to you under the law of your country or state of residence. If a translation of these Terms conflicts with the English version, the English version controls.

23. General

Entire agreement. This Agreement, together with the policies it incorporates, is the entire agreement regarding selling on the Platform, except that a signed written agreement with WPARTS controls if it expressly conflicts. There is no live Fee Schedule, Payments Policy, or tax-facilitator addendum unless separately accepted.

Severability. If any provision is unenforceable, the remainder remains in effect.

Assignment. You may not assign this Agreement without WPARTS’ prior written consent. WPARTS may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.

Confidentiality. Each party shall keep confidential non-public business information disclosed in connection with this Agreement and shall use it only to perform obligations hereunder.

Notices. Notices to you may be sent to the email on your Seller account. Legal notices to WPARTS: [email protected].

Equitable relief. WPARTS may seek injunctive or other equitable relief for violations affecting the Platform, intellectual property, fraud, or security.

No third-party beneficiaries except the WPARTS Parties entitled to indemnity.

24. Contact

WPARTS LLC

[email protected] · [email protected]