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has been and may continue to be adversely affected by general economic conditions. In declining economies, consumers often defer regular
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vehicle maintenance and may forego purchases of nonessential performance and accessories products, which can result in a decrease in demand
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for auto parts in general. Consumers also defer purchases of new vehicles, which immediately impacts performance parts and accessories,
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which are generally purchased in the first six months of a vehicle’s lifespan. In addition, during economic downturns, some
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competitors may become more aggressive in their pricing practices, which would adversely impact our gross margin. Certain suppliers may
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exit the industry which may impact our ability to procure parts and may adversely impact gross margin as the remaining suppliers increase
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prices to take advantage of limited competition. Vehicle miles driven,
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vehicle accident rates and insurance companies’ willingness to accept a variety of types of parts in the repair process have fluctuated
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and may decrease, which could result in a decline of our revenues and negatively affect our results of operations. We and our industry depend
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on the number of vehicle miles driven, vehicle accident rates and insurance companies’ willingness to accept a variety of types
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of parts in the repair process. Decreased miles driven reduce the number of accidents and corresponding demand for parts, and reduce the
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wear and tear on vehicles with a corresponding reduction in demand for vehicle repairs and parts. If consumers were to drive less in the
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future and/or accident rates were to decline, as a result of higher gas prices, increased use of ride-shares, the advancement of driver
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assistance technologies, or otherwise, our sales may decline and our business and financial results may suffer. We will be required
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to collect and pay more sales taxes, and could become liable for other fees and penalties, which could have an adverse effect on our business. We have historically
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collected sales or other similar taxes only on the shipment of goods to customers in the state of New York. However, following the U.S.
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Supreme Court decision in South Dakota v. Wayfair , we are now required to collect sales tax in any state which passes legislation
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requiring out-of-state retailers to collect sales tax even where they have no physical nexus. We have historically enjoyed a competitive
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advantage to the extent our competitors are already subject to those tax obligations. By collecting sales tax in additional states, we
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will lose this competitive advantage as total costs to our customers will increase, which could adversely affect our sales. Moreover, if we fail
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to collect and remit or pay required sales or other taxes in a jurisdiction or qualify or register to do business in a jurisdiction that
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requires us to do so or if we have failed to do so in the past, we could face material liabilities for taxes, fees, interest and penalties.
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If various jurisdictions impose new tax obligations on our business activities, our sales and net income in those jurisdictions could
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decrease significantly, which could harm our business. Higher wage and
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benefit costs could adversely affect our business. Changes in federal and
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state minimum wage laws and other laws relating to employee benefits could cause us to incur additional wage and benefit costs. Increased
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labor costs brought about by changes in minimum wage laws, other regulations or prevailing market conditions could increase our expenses
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and have an adverse impact on our profitability. 61 We face exposure
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to product liability lawsuits. The automotive industry
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in general has been subject to a large number of product liability claims due to the nature of personal injuries that result from car
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accidents or malfunctions. As a distributor of auto parts, including parts obtained overseas, we could be held liable for the injury or
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damage caused if the products we sell are defective or malfunction regardless of whether the product manufacturer is the party at fault.
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While we carry insurance against product liability claims, if the damages in any given action were high or we were subject to multiple
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lawsuits, the damages and costs could exceed the limits of our insurance coverage or prevent us from obtaining coverage in the future.
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If we were required to pay substantial damages as a result of these lawsuits, it may seriously harm our business and financial condition.
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Even defending against unsuccessful claims could cause us to incur significant expenses and result in a diversion of management’s
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attention. In addition, even if the money damages themselves did not cause substantial harm to our business, the damage to our reputation
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and the brands offered on our websites could adversely affect our future reputation and our brand and could result in a decline in our
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net sales and profitability. Business interruptions
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in our facilities may affect the distribution of our products and/or the stability of our computer systems, which may affect our business. Weather, terrorist activities,
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war or other disasters, or the threat of them, may result in the closure of one or more of our facilities, or may adversely affect our
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ability to timely provide products to our customers, resulting in lost sales or a potential loss of customer loyalty. Most of our
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products are imported from other countries and these goods could become difficult or impossible to bring into the United States, and we
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may not be able to obtain such products from other sources at similar prices. Such a disruption in revenue could potentially have
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a negative impact on our results of operations, financial condition and cash flows. We rely extensively on
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our computer systems to manage inventory, process transactions and timely provide products to our customers. Our systems are subject
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to damage or interruption from power outages, telecommunications failures, computer viruses, security breaches or other catastrophic events.
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If our systems are damaged or fail to function properly, we may experience loss of critical data and interruptions or delays in
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our ability to manage inventories or process customer transactions. Such a disruption of our systems could negatively impact revenue
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and potentially have a negative impact on our results of operations, financial condition and cash flows. Security threats,
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such as ransomware attacks, to our IT infrastructure could expose us to liability, and damage our reputation and business. It is essential to our
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business strategy that our technology and network infrastructure remain secure and is perceived by our customers to be secure. Despite
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security measures, however, any network infrastructure may be vulnerable to cyber-attacks. Information security risks have significantly
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increased in recent years in part due to the proliferation of new technologies and the increased sophistication and activities of organized
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crime, hackers, terrorists and other external parties, including foreign private parties and state actors. We may face cyber-attacks that
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attempt to penetrate our network security, including our data centers, to sabotage or otherwise disable our network of websites and online
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marketplaces, misappropriate our or our customers’ proprietary information, which may include personally identifiable information,
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or cause interruptions of our internal systems and services. If successful, any of these attacks could negatively affect our reputation,
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damage our network infrastructure and our ability to sell our products, harm our relationship with customers that are affected and expose
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us to financial liability. We maintain a comprehensive
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system of preventive and detective controls through our security programs; however, given the rapidly evolving nature and proliferation
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of cyber threats, our controls may not prevent or identify all such attacks in a timely manner or otherwise prevent unauthorized access
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to, damage to, or interruption of our systems and operations, and we cannot eliminate the risk of human error or employee or vendor malfeasance. In addition, any failure
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by us to comply with applicable privacy and information security laws and regulations could cause us to incur significant costs to protect
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any customers whose personal data was compromised and to restore customer confidence in us and to make changes to our information systems
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and administrative processes to address security issues and compliance with applicable laws and regulations. In addition, our customers
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could lose confidence in our ability to protect their personal information, which could cause them to stop shopping on our sites altogether.
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Such events could lead to lost sales and adversely affect our results of operations. We also could be exposed to government enforcement
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actions and private litigation. 62 Failure to comply
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with privacy laws and regulations and failure to adequately protect customer data could harm our business, damage our reputation and result
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in a loss of customers. Federal and state and
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regulations may govern the collection, use, sharing and security of data that we receive from our customers. In addition, we have and
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post on our websites our own privacy policies and practices concerning the collection, use and disclosure of customer data. Any failure,
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or perceived failure, by us to comply with our posted privacy policies or with any data-related consent orders, U.S. Federal Trade Commission
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requirements or other federal, state or international privacy-related laws and regulations could result in proceedings or actions against
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us by governmental entities or others, which could potentially harm our business. Further, failure or perceived failure to comply with
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our policies or applicable requirements related to the collection, use or security of personal information or other privacy-related matters
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could damage our reputation and result in a loss of customers. The regulatory framework for privacy issues is currently evolving and is
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likely to remain uncertain for the foreseeable future. Challenges by OEMs
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to the validity of the aftermarket auto parts industry and claims of intellectual property infringement could adversely affect our business
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and the viability of the aftermarket auto parts industry. OEMs have attempted to
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use claims of intellectual property infringement against manufacturers and distributors of aftermarket products to restrict or eliminate
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the sale of aftermarket products that are the subject of the claims. The OEMs have brought such claims in federal court and with the United
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States International Trade Commission. We have received in the past, and we anticipate we may in the future receive, communications alleging
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that certain products we sell infringe the patents, copyrights, trademarks and trade names or other intellectual property rights of OEMs
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or other third parties. The United States Patent
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and Trademark Office records indicate that OEMs are seeking and obtaining more design patents and trademarks than they have in the past.
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In some cases, we have entered into license agreements that allow us to sell aftermarket parts that replicate OEM patented parts in exchange
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for a royalty. In the event that our license agreements, or other similar license arrangements are terminated, or we are unable to agree
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upon renewal terms, we may be subject to restrictions on our ability to sell aftermarket parts that replicate parts covered by design
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patents or trademarks, which could have an adverse effect on our business. Litigation or regulatory
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enforcement could also result in interpretations of the law that require us to change our business practices or otherwise increase our
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costs and harm our business. We may not maintain sufficient, or any, insurance coverage to cover the types of claims that could be asserted.
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If a successful claim were brought against us, it could expose us to significant liability. If we are unable
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to protect our intellectual property rights, our reputation and brand could be impaired and we could lose customers. We regard our patents,
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trademarks, trade secrets and similar intellectual property as important to our success. We rely on patent, trademark and copyright law,
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and trade secret protection, and confidentiality and/or license agreements with employees, customers, partners and others to protect our
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proprietary rights. We cannot be certain that we have taken adequate steps to protect our proprietary rights, especially in countries
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where the laws may not protect our rights as fully as in the United States. In addition, our proprietary rights may be infringed or misappropriated,
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and we could be required to incur significant expenses to preserve them. In the past we have filed litigation to protect our intellectual
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