This User Agreement, and all policies and additional terms posted on and in our site, applications, tools and services (collectively "Services") set out the terms on which The 145 offers you access to and use of our Services. You agree to comply with all terms of this User Agreement when accessing or using our Services.

1. Using The 145
In connection with using or accessing our Services, you agree to comply with this User Agreement, our policies, our terms, and all applicable laws, rules, and regulations, and you will not:

• Breach or circumvent any laws, regulations, third-party rights, system access policies, or determinations of your account status;
• Share data obtained on the site with third-parties, competitors, or additional facilities under the same corporate entity
• Fail to pay for individual subscriptions, multi-facility subscriptions, advertisements, or reports purchased by you, or your company.
• Transfer your The 145 account and user ID to another party without our consent;
• Share your log in credentials with any third parties. If you require that authorized third parties (employees, agents, etc.) have access to your account we offer a Multi-User Account Access program for that purpose.
• Create listings, post, or upload content that is inappropriate on our site;
• Post false, inaccurate, misleading, deceptive, defamatory, or libelous content;
• Distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
• Distribute viruses or any other technologies that may harm The 145 or the interests or property of users;
• Use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose, except with the prior express permission of The 145;
• Circumvent any technical measures used to provide our Services.
• Interfere with the functioning of our Services, such as by imposing an unreasonable or disproportionately large load on our infrastructure;
• Export or re-export any The 145 application or tool, except in compliance with the export control laws, and rules and policies of any relevant jurisdictions;
• Infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "Intellectual Property Rights") that belong to or are licensed to The 145. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to The 145 or someone else;
• Infringe any Intellectual Property Rights that belong to third parties affected by your use of our Services or post content that does not belong to you;
• Commercialize any The 145 application or any information, data or software associated with such application, except with the prior express permission of The 145; or harvest or otherwise collect or use information about users without their consent.
• If we believe you are abusing The 145 and/or our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.
• If we believe you are violating our policies prohibiting Offers to buy or sell outside of The 145, you may be subject to a range of actions, including limits on your buying and selling privileges, restrictions on listings and account features, suspension of your account, application of fees, and recovery of expenses for policy monitoring and enforcement. Also, as provided below in the Fees and Taxes section, if we believe you are violating our policy on buying or selling outside of The 145, you may be charged final value fees.
• We may cancel unconfirmed accounts or accounts that have been inactive for a substantial period of time. Additionally, we reserve the right to refuse, modify, or terminate all or part of our Services to anyone for any reason at our discretion.

2. Policy Enforcement
When a buyer or seller issue arises, we may consider the user's performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for both buyers and sellers. The foregoing does not limit or impair our right to refuse, modify, or terminate all or part of our Services to anyone, or to terminate this agreement with anyone, for any reason at our discretion.

3. Listing Conditions
When listing or posting data on The 145 you agree to comply with the follow:

• You assume full responsibility for the data posted and the accuracy and content of the listing,
• Your data may not be immediately searchable by keyword, part number or category for several minutes or hours (or up to 24 hours in some circumstances),
• The content you provide complies with our listing policies, including any images, videos or text,
• We may revise product data associated with your listings / data uploads to supplement, remove, or correct information,

4. Release
If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

5. Indemnity
You will indemnify and hold us (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this User Agreement, your improper use of our Services or your breach of any law or the rights of a third party.

6. Legal Disputes
Please read this section carefully. It affects your rights and will have a substantial impact on how claims you and The 145 have against each other are resolved.

In this Legal Disputes Section, the term "related third parties" includes your and The 145's respective affiliates, subsidiaries, parent companies, predecessors, successors, assigns, as well as your, The 145's, and these entities' respective employees and agents.

You and The 145 agree that any claim or dispute at law or equity that has arisen, or may arise, between you and The 145 (or any related third parties) that relates in any way to or arises out of this or previous versions of this User Agreement, your use of or access to the Services, the actions of The 145 or its agents, or any products or services sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.

A. Applicable Law
You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of Utah, without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and The 145, except as otherwise stated in this User Agreement.

B. Agreement to Arbitrate
You The 145 each agree that any and all disputes or claims that have arisen, or may arise, between you and The 145 (or any related third parties) that relate in any way to or arise out of this or previous versions of the User Agreement, your use of or access to our Services, the actions of The 145 or its agents, or any products or services sold, offered, or purchased through our Services shall be resolved exclusively through final and binding arbitration, rather than in court.

Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act ("FAA"), and to the extent not inconsistent with the FAA, the laws of the State of Utah, without regard to principles of conflict of laws, governs the interpretation and enforcement of this Agreement to Arbitrate.

Prohibition of Class and Representative Actions and Non-Individualized Relief
You and The 145 agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class, or representative or private attorney general action or proceeding. Unless both you and The 145 agree otherwise, the arbitrator may not consolidate or join more than one person's or party's claims, and may not otherwise preside over any form of a consolidated, representative, class, or private attorney general action or proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claim(s). Any relief awarded cannot affect other users. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim or a particular request for a remedy (such as a request for injunctive relief), then that claim or that remedy request (and only that claim or that remedy request) must be severed from the arbitration and may be brought in court (pursuant to Section 18.C below), subject to your and The 145's right to appeal the court's decision. All other claims will be arbitrated.

Arbitration Procedures
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individualized basis that a court can award to an individual. An arbitrator should apply the terms of the User Agreement as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of Section 1 of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief"), shall be for a court of competent jurisdiction to decide.

The arbitration will be administered by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Consumer Arbitration Rules and the AAA's Commercial Arbitration Rules, and the AAA's International Centre for Dispute Resolution Rules (as applicable), as modified by this Agreement to Arbitrate. Absent agreement of the parties, the AAA shall decide which AAA rules apply to the arbitration. The AAA's rules are available at www.adr.org and www.icdr.org. In the event that the AAA is unavailable to administer the arbitration, another administrator will be selected by the parties or, if the parties cannot reach the agreement, the court (pursuant to Section 18.C below) shall select the administrator.

A party who intends to seek arbitration must first send to the other, by certified mail, a valid Notice of Dispute ("Notice"), which may be downloaded at this link. The Notice to The 145 must be sent to The 145 Inc., Attn: Litigation Department, Re: Notice of Dispute, 583 W. The 145 Way, Draper, UT 84020. The 145 will send any Notice to you to the physical address we have on file associated with your The 145 account; it is your responsibility to keep your physical address up to date. To be valid, you must personally sign the Notice and complete all information on the Notice form, including a description of the nature and basis of the claims you are asserting, the specific relief sought, and the email address and phone number associated with your account.

If you and The 145 are unable to resolve the claims described in a valid Notice within 30 days after The 145 receives that Notice, you or The 145 may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA's site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to The 145 at the following address: The 145, Inc. c/o CT Corporation System, 1108 E South Union Ave., Midvale, UT 84047. In the event The 145 initiates an arbitration against you, it will send a copy of the completed form to the physical address we have on file associated with your The 145 account. Any settlement offer made by you or The 145 shall not be disclosed to the arbitrator.

If you are a resident of the United States, then the arbitration hearing shall be held in the county in which you reside or at another mutually agreed location. If you are not a resident of the United States, then the arbitration hearing will be held in Salt Lake County, Utah, United States, or another mutually agreed location. Where no disclosed claims or counterclaims exceed $25,000, the dispute shall be resolved by the submission of documents only, subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or The 145 may attend by telephone, unless the arbitrator requires otherwise. The language of the arbitration will be English.

The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same The 145 user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Costs of Arbitration
Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Agreement to Arbitrate. If you complied with the Notice of Dispute procedures of Section 2 of this Agreement ("Arbitration Procedures") and the value of the relief sought is $10,000 or less, at your request, The 145 will pay all administration and arbitrator fees associated with the arbitration. Any request for payment of fees by The 145 should be submitted by mail to the AAA along with your Demand for Arbitration and The 145 will make arrangements to pay administration and arbitrator fees directly to the AAA. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse The 145 for all fees associated with the arbitration paid by The 145 on your behalf that you otherwise would be obligated to pay under the AAA's rules.

Severability
With the exception of any of the provisions in Section 1 of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief"), if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.

Opt-Out Procedure
If you are a new user of our services, you can choose to reject this agreement to arbitrate ("opt-out") by mailing us a written opt-out notice ("opt-out notice"). The opt-out notice must be postmarked no later than 30 days after the date you accept the user agreement for the first time. You must mail the opt-out notice to The 145 inc., attn: litigation department, re: opt-out notice, 45 e. 100 n., alpine, ut 84004.

You must complete an Opt-Out Notice form by providing the following information: including your name, address (including street address, city, state and zip code), and the user ID(s) and email address(es) associated with the The 145 Service account(s) to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other parts of this User Agreement and its Legal Disputes Section will continue to apply to you. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.

Future Amendments to the Agreement to Arbitrate
Notwithstanding any provision in the User Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against The 145 prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and The 145. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on www.The 145 at least 30 days before the effective date of the amendments and by providing notice through the The 145 Message Center and/or by email. If you do not agree to these amended terms, you may close your account within the 30-day period and you will not be bound by the amended terms.

C. Judicial Forum for Legal Disputes
All claims or disputes that are not subject to the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Agreement to Arbitrate and all matters brought pursuant to and in aid of the Agreement to Arbitrate will be resolved exclusively by a state or federal court located in Salt Lake County, Utah. You and The 145 agree to submit to the personal jurisdiction of the courts located within Salt Lake County, Utah for the purpose of litigating all such claims, disputes, or matters.