Terms of Use.

1. General Information.

These Terms of Use describe your relationship with Custom Boat Covers LLC, including its affiliates and subsidiaries, ("CBC," "we," "us," or "our") and apply to your access and use of CBC websites that display this statement (our "Sites").

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SITES.

If you have questions, please contact us. By accessing or using our Sites, you signify your agreement to these Terms of Use and our Privacy Policy (collectively, "Terms"). If you do not agree with these Terms, you should not use, and are not permitted to use, our Sites.

2. Changes to Terms of Use.

CBC reserves the right to change these Terms of Use at any time in its sole discretion. If CBC changes the Terms of Use in a material way, a notice will be posted on the Site and you will receive notice through your CBC user account, as applicable. You agree to review the posted updates or revisions to the Terms of Use. By continuing to access and use our Sites after updated Terms of Use are posted, you agree to abide by the updated Terms of Use. In the event you do not consent to the terms of the updated Terms of Use, you must discontinue use of our Sites.

3. Authorized Users.

Our Sites are not intended for use by children or minors under the age of 18 without the permission of a parent or guardian. If you are using our Sites on behalf of a company, organization, or entity, you are agreeing to these Terms of Use on their behalf.

4. Limitations on Use.

While using the Sites, you may not perform any actions which could interfere with or otherwise adversely affect the proper functioning of the Sites. Without limiting the generality of the foregoing, you may not: (a) use any robot, spider, scraper or other automated means to access our Sites for any purpose without prior express written permission from CBC; (b) take any action that imposes, or may impose, in CBC's sole discretion, an unreasonable or disproportionately large load on CBC's infrastructure; (c) bypass any measures CBC may use to prevent or restrict access to the Sites; (d) use the Sites in violation of the Prohibited Content Policy in Section 9, or (e) use the Sites to send altered, deceptive, or falsely-sourced information, including without limitation by forging TCP-IP packet headers or e-mail headers.

CBC has the right, in its sole discretion, to change, modify or discontinue any page, feature or other component or element of any Sites or the CBC Content (as defined below) at any time, and for any reason, with or without prior notice to you. CBC reserves the right to restrict your access to some or all of the Sites at anytime for any reason with or without prior notice to you. You agree that the Terms of Use will apply to any upgrades, changes, or modifications to our Sites or CBC Content.

Any unauthorized or prohibited use of the Sites or content may subject you to civil liability and criminal prosecution under applicable federal and state laws.

5. User Submissions.

As part of your use of the Sites, you may be provided with the functional ability to post, submit, upload, embed, display, communicate or otherwise distribute text, data, graphics, external links or other materials ("User Content").

You hereby grant CBC a non-exclusive, transferable, royalty-free, sublicensable, irrevocable, perpetual, worldwide right and license to practice, exploit, make, use, reproduce, transmit, display, exhibit, disclose, index, comment on, modify, improve, create derivative works based upon, perform and distribute such content in connection with the operation, development, provision, and use of the Sites and in connection with other products and services offered by CBC.

By submitting User Content, or otherwise submitting content to the Sites, you represent and warrant: (a) you own or otherwise have all necessary intellectual property rights to the User Content you provide and the use of such User Content you provide does not violate these Terms of Use; (b) the User Content you provide is true, accurate, current and complete; (c) the User Content complies with our Prohibited Content Policy, and (d) the User Content will not cause damage or injury to any person or entity. You shall be solely liable for any damages resulting from any infringement of patent, copyright, trademark or other proprietary right, or any other harm resulting from your User Content.

While CBC is under no obligation to monitor, refuse, move, or remove any User Content that is posted by other users or any other content that is available via the Sites, CBC reserves the right to do so in its sole discretion. Without limiting the foregoing, CBC and its designees shall have the right to remove any User Content that violates these Terms of Use or is otherwise objectionable.

6. Prohibited Content.

By using the Sites, you agree that you will not post, submit, or otherwise distribute User Content that meets any of the criteria set out below (collectively, our "Prohibited Content Policy"). Prohibited Content is content:

• That is false, inaccurate, or misleading;
• That infringes or otherwise violates any third party's: (a) copyright, patent, trademark, trade secret or other proprietary or contractual rights; (b) right of publicity or privacy (specifically, you must not distribute any other person's personal information of any kind without their express permission); or (c) any confidentiality obligation;
• That violates any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising) or that is itself illegal in any way;
• That is, or may reasonably be considered to be: (a) offensive, such as profanities and expletives; (b) sexually explicit or pornographic; (c) defamatory, libelous, hatefully, racially or religiously biased; or (d) threatening or harassing to any individual or entity;
• That contains any computer viruses, worms or other potentially damaging computer programs or files;
• That impersonates or misrepresents your connection to another entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
• That interferes with, or otherwise harms or violates the security of the Sites, or any system resources, accounts, passwords, servers or networks connected to or accessible through the Sites or affiliated or linked sites; and
• That contains link(s) to other sites that contain content that falls within the proscriptions set forth above.
• That contains information you or a third party considers confidential.

We cannot and do not assure that other users are or will be complying with the Prohibited Content Policy or any other provisions of these Terms of Use, and, as between you and CBC, you hereby assume all risk of harm or injury resulting from any such lack of compliance.

7. Intellectual Property Rights.

Our Sites, including without limitation, all software code, site architecture and design, interactive features and the appearance and arrangement of various CBC Content (defined below), all trademarks, service marks and trade names used in connection with our Sites, products, and services (the "Marks") and all text, images, photographs, illustrations, audio clips, video clips, artwork, graphic material, and other copyrightable elements, and the selection and arrangements thereof (collectively, "CBC Content") are the property of CBC and/or its assigns, licensors or other respective owners and are protected, without limitation, pursuant to U.S. and foreign copyright, trademark and other intellectual property rights laws.

You may not download, store, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, or transmit any CBC Content, except as incidental to your accessing and viewing our Sites. Without limiting the generality of the foregoing, you agree not to: (a) sell, resell, lease or the functional equivalent, the Sites or any CBC Content to a third party; (b) attempt to reverse engineer the Sites, the CBC Content, or any component thereof; (c) attempt to create a substitute or similar service through the use of, or access to, the Sites or the CBC Content; or (d) attempt to create materials similar to the CBC Content other than in connection with your use of the Sites. Except as otherwise provided in these Terms of Use, you may not make any use of the CBC Content, including without limitation the Marks, without the express prior written consent of CBC.

YOU ACKNOWLEDGE AND AGREE THAT NOTHING IN THESE TERMS OF USE SHALL HAVE THE EFFECT OF TRANSFERRING THE OWNERSHIP OF ANY COPYRIGHTS, TRADEMARKS OR OTHER PROPRIETARY RIGHTS IN THE SITES, CBC CONTENT, OR ANY PART THEREOF TO YOU OR ANY THIRD PARTY. You agree not to take any action which could be considered inconsistent with or which is likely in any way to prejudice such ownership rights.

8. Feedback.

From time to time, you may choose to provide User Content in the form of reviews, testimonials, or other feedback ("Feedback") with respect to the Sites, CBC Content, or other CBC products. In the event that you were compensated or granted consideration by CBC, or any third party, for the Feedback you must clearly and conspicuously disclose such relationship, e.g. "I was given a free product in exchange for this testimonial" or "I am an athlete sponsored by CBC."

9. User Account, Password, and Security.

Our Sites, or portions of our Sites, may require you to open a user account before you can access them. Your user account is personal to you, and you may not sublicense, transfer, sell or assign your account to any other person. In order to open an account you must complete the registration process by providing CBC with current, complete, and accurate information as prompted by the applicable registration form. You shall not impersonate any person or misrepresent your identity or affiliation with any person or entity, including any other person's name, likeness, username or other account information.

To register an account, you must choose a user name and password. You are entirely responsible for maintaining the confidentiality of your password, user name and other account information. Furthermore, you are entirely responsible for any and all activities that occur under your account. If you become aware of any unauthorized use of your account or any other breach of security, you agree to notify CBC immediately. CBC will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. If CBC or a third party incurs losses due to someone else using your account or password, you could be held liable for those losses.

Subject to applicable law, we may suspend or terminate your account and your ability to use any portion of our Sites for failure to comply with these Terms of Use or for any other reason whatsoever.

10. Communications with Other Third Parties.

While using the Sites, you may be introduced to, or be able to access, websites, advertisements, contests, sweepstakes, or information offered by other parties. For example, another user may upload User Content that contains a link to a third-party website. Such links are provided solely as a convenience to you and do not imply endorsement by CBC of, or any affiliation with, or endorsement by, the owner of the linked website. CBC is not responsible for the actions or policies of such third parties and CBC will not be liable for any goods, services, resources or content available through third-party dealings or communications, or for any harm related thereto. Before clicking on a third-party webpage, providing information to such third party, or otherwise entering into a transaction with such third party, you should carefully review that third party's policies and practices and make sure you are comfortable with them. Complaints, concerns or questions relating to materials provided by third parties should be forwarded directly to the third party.

11. Third-Party Services.

In some circumstances, third-party services may be integrated into features made available on or through our Sites. Your use of such third-party services may be subject to a separate agreement between you and that party. CBC is not a party to such separate agreement, but, notwithstanding the forgoing, you acknowledge and agree CBC is a third party beneficiary of such separate agreement and CBC shall have the right (and will be deemed to have accepted the right) to enforce such agreement against you as a third party beneficiary of such agreement.

12. Provision of the Sites.

CBC has no responsibility to provide you access to the Sites. CBC reserves the right at any time and from time to time to modify, suspend or discontinue, temporarily or permanently, the Sites or any part thereof, or your access thereto (including suspending or disabling your user account), with or without notice. You acknowledge and agree that CBC shall not be liable to you for any modification, suspension or discontinuance of the Sites, or your access thereto.

13. Choice of Law and Jurisdiction.

The laws of the State of Ohio, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction, shall govern these Terms. To the extent allowed by applicable law, any claims or causes of action arising from or relating to your access and use of Sites must be instituted within six (6) months from the date upon which such claim or cause of action arose or was accrued. Further, any such claim or cause of action must EXCLUSIVELY be brought in the state or federal courts located in Aurora, Portage County, Ohio, and you agree to submit to the exclusive personal jurisdiction of such courts and hereby appoint the Secretary of State of Ohio as your agent for service of process. You agree to waive any objection that the state or federal courts of Portage County, Ohio are an inconvenient forum.

14. Warranty Disclaimer.

YOUR USE OF THE SITES AND CBC CONTENT IS AT YOUR OWN RISK. THE SITES AND CBC CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." CBC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS OR WARRANTIES REGARDING: (a) THE SITES; (b) THE CBC CONTENT; (c) INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH SITES; OR (d) THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF ANY OF THE FOREGOING.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CBC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SITES AND CBC CONTENT, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

CBC HAS NO RESPONSIBILITY OR LIABILITY FOR: (a) LOSS OR DELETION OF, OR FAILURE TO RECEIVE, PROCESS OR STORE ANY USER CONTENT OR OTHER INFORMATION MAINTAINED ON OR TRANSMITTED USING THE SITES; (b) VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY; (c) USER CONTENT OR OTHER INFORMATION POSTED ON THE SITES BY THIRD PARTIES; OR (d) THE ACTIONS OF ANY THIRD PARTY. THE SITES CONTAIN FACTS, VIEWS, OPINIONS, STATEMENTS AND RECOMMENDATIONS OF THIRD PARTIES. CBC DOES NOT REPRESENT OR ENDORSE THE ACCURACY, CURRENTNESS OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED, UPLOADED OR DISTRIBUTED THROUGH THE SITES. ANY RELIANCE UPON ANY SUCH OPINION, ADVICE, STATEMENT OR INFORMATION IS AT YOUR SOLE RISK.

15. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN ALL CASES, CBC'S LIABILITY TO YOU, INCLUDING BUT NOT LIMITED TO, LIABILITY FOR A BREACH OF CBC'S OBLIGATIONS UNDER THESE TERMS OF USE OR CBC'S PRIVACY POLICY, OR FOR NEGLIGENCE, SHALL BE LIMITED TO $100.00 AS LIQUIDATED DAMAGES, NOT AS A PENALTY, AND AS THE SOLE AND EXCLUSIVE REMEDY. TO THE FULLEST EXTENT PERMITTED BY LAW, CBC, ITS SUPPLIERS, CONTENT PROVIDERS, LICENSORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, SERVANTS, CONTRACTORS AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES FOR ANY REASON, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF THE ABOVE LIQUIDATED DAMAGES SHOULD FAIL IN THEIR ESSENTIAL PURPOSE.

16. Indemnity.

You agree to indemnify, defend and hold harmless, CBC, its suppliers, content providers, licensors, and their respective officers, directors, shareholders, employees, representatives, servants, contractors and agents from any and all claims and damages (including, without limitation, attorneys' fees, expert witness fees, and court costs) arising from or relating to any allegation regarding: (a) your use of the Sites; (b) CBC's use of any User Content you provide, as long as such use is not inconsistent with these Terms of Use; (c) User Content or other information posted or transmitted through your account, even if not posted or transmitted by you; and, (d) any violation of these Terms of Use by you.

17. Privacy.

Your use of our Sites and any information you provide to CBC is governed by CBC's Privacy Policy, which is available here, and which is incorporated herein by reference.

18. Digital Millennium Copyright Act.

If you are a copyright owner or an agent thereof and believe that any material available on the Sites infringes upon your copyrights, you may submit a notification of claimed infringement ("Notification") pursuant to the Digital Millennium Copyright Act ("DMCA") by providing CBC's agent designated to receive Notifications ("Copyright Agent") with a notice containing the information described below.

All Notifications must include the following (see 17 U.S.C § 512(c)(3) for further details):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit CBC to locate the material;
• Information reasonably sufficient to permit CBC to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
• A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.