TACDIRECT.COM TERMS OF USE AGREEMENT

Read This “Terms of Use” Agreement Before Accessing Website.

Effective Date: This Terms of Use Agreement was last updated on January 1, 2017.

This Terms of Use Agreement sets forth the terms and conditions of use of the Tohatsu America Corp. (“TAC”) online services for registered members. By using TAC’s websites, including TACDirect.com (collectively, the “Website”), you (“Member”) agree to these terms and conditions. Further, by using and/or visiting the Website, Member agrees to the TACDirect.com Privacy Policy published at https://www.tacdirect.com/privacy.html. If Member does not agree to these terms and conditions and the Privacy Policy, Member must immediately cease all usage of the Website. TAC reserves the right, at any time, to amend, modify, alter, or update the terms and conditions of this Agreement without prior notice. Amendments, modifications, alterations, or updates to this Agreement shall become effective immediately upon being posted on the Website. Member’s continued use of the Services (as hereinafter defined) after amendments, modifications, alterations, or updates to this Agreement are posted on the Website constitutes an acknowledgement and acceptance of this Agreement and its amendments, modifications, alterations, and updates. Except as provided in this paragraph, this Agreement may not be amended, modified, or altered.

1. Description of Service.

Through the Website, TAC is providing Member with (i) web‑based ordering of parts and accessories for Tohatsu, Nissan Marine outboard marine motors and Duras boats, and (ii) web-based filing of warranty registrations, repair and service claims for Tohatsu, Nissan Marine and Duras products, as well as other services TAC may provide (collectively, the “Services”).

2. Subscription Based Service.

The Services are made available to Member on an annual subscription basis for which Member is required to pay an annual fee to TAC. Member’s subscription shall automatically renew and Member shall be billed for successive one (1) year subscriptions unless Member notifies TAC in writing of its intent not to renew its subscription not less than thirty (30) days prior to the end of the then current subscription term.

3. Disclaimer of Warranties.

MEMBER AGREES THAT MEMBER”S USE OF THE WEBSITE SHALL BE AT MEMBER’S SOLE RISK. TAC PROVIDES THE WEBSITE AND CONTENT SOLELY ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, TAC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE, IN CONNECTION WITH THE WEBSITE AND MEMBER’S USE THEREOF. TAC MAKES NO WARRANTY WHATSOEVER ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY CONTENT, SERVICES, SOFTWARE, TEXT, GRAPHICS, PHOTOGRAPHS, LINKS, OR OTHER MATERIAL CONTAINED IN THE WEBSITE. TAC DOES NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL CONTENT. TAC DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE TAC WEBSITE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND TAC WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN MEMBER AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, MEMBER SHOULD USE MEMBER’S BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

4. Limitation of Liability.

TAC, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (THE “TAC GROUP”) SHALL NOT be liable for any damages whatsoever, and in particular THE TAC GROUP shall not be liable for any special, indirect, consequential, or incidental damages, or damages for lost profits, loss of revenue, or loss of use, arising out of or related to THE website, the information contained in it, OR THE SERVICES, whether such damages arise in contract, negligence, tort, under statute, in equity, at law, or otherwise, even if THE TAC GROUP HAS been advised of the possibility of such damages. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE, IN SUCH JURISDICTIONS, SOME OF THE ABOVE LIMITATIONS MAY BE INAPPLICABLE.

5. Indemnification.

Member agrees to defend, indemnify, and hold harmless TAC, its parents, subsidiaries, affiliates, officers, directors, employees, and agents from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of Member’s use of the Services, the violation of this Agreement, or any infringement by Member, or other user of the Services using Member’s computer(s), of any intellectual property or any other right of any person or entity. This defense and indemnification obligation will survive this Agreement and Member’s use of the Website. TAC shall notify Member of any such claim, suit, or proceeding, and may assist Member, at Member’s expense, in defending any such claim, suit or proceeding.

6. Member’s Account.

Subject to the TACDirect.com Privacy Policy, Member shall receive a password and an account ID. Member is entirely responsible for any and all activities that occur under Member’s account whether authorized or not. Member agrees to notify TAC of any unauthorized use of Member’s account or any other breach of security that becomes known or should be known to Member. Member’s right to use the Services is personal to Member. Member agrees not to resell use of the Services without the express written consent of TAC, which may be withheld by TAC in its sole discretion. Additionally, Member shall not purchase any items through use of the Website for any purpose other than the use or retail sale thereof by Member. Any order for the purchase of products made through the Website by Member shall constitute a binding obligation of Member, and Member shall be responsible to TAC for the full payment of the cost of products ordered as well as any and all shipping, handling, tax, or other expenses which may be indicated on the Website with respect to such order. Orders placed through the Website are subject to Member’s standard terms and conditions as specified in the Member’s TAC Dealer Agreement. All purchases will be completed using Member’s credit terms that have been established with TAC. Orders placed through the Website will be subject to the terms and conditions in the Member’s TAC Dealer Agreement as if Member had placed the order via telephone or mail with TAC.

With respect to the annual fee paid by Member for access to and use of the Website, once paid, no portion of that fee shall be refunded to Member under any circumstances, including without limitation, Member’s forfeiture (voluntary or otherwise) of its rights to access and use the Website, or the termination (voluntary or otherwise) of the Dealer Agreement between Member and TAC.

7. Modifications and Interruption to Services.

TAC reserves the right to modify or discontinue the Services with or without notice to Member. TAC shall not be liable to Member or any third party should TAC exercise its right to modify or discontinue the Services. Member acknowledges and agrees that TAC does not guarantee continuous, uninterrupted, or secure access to the Website and operation of the Website may be interfered with or adversely affected by numerous factors or circumstances outside of TAC’s control.

8. Third-Party Sites.

The Website may include links to other websites owned and operated by third parties. Member acknowledges and agrees that TAC is not responsible for the availability of, or the content located on or through, any third-party website. Member should contact the site administrator or webmaster for those third-party websites if Member has any concerns regarding such links or the content located on such websites. Member’s use of third-party websites is subject to the terms of use and privacy policies of each website, and TAC is not responsible for such terms of use or privacy policies. TAC encourages Member to review the terms of use and privacy policies of each third-party website.

9. Product Specifications and Warranties.

Product specifications and other information for products available for purchase through the Website are as set forth on the Website. While TAC and all parties involved in creating, producing, or delivering the Website make reasonable efforts to ensure that the material, including product specifications, on the Website is correct and up to date, TAC does not guarantee the accuracy of such material.

Except as set forth in Member’s Dealer Agreement WITH TAC, TAC makes no warranties or representations whatsoever to Member with regard to any product sold through the Website.

10. Governing Jurisdiction of the Courts of the State of Texas.

The Website is based in the State of Texas and is a passive website that does not give rise to personal jurisdiction over TAC, either specific or general, in jurisdictions other than the State of Texas. As such, this Agreement is subject to the laws of the State of Texas, without giving effect to any choice of law rules. Any claim or dispute between Member and TAC that arises in whole or in part from the Website shall be decided exclusively by a court of competent jurisdiction located in the State of Texas. TAC makes no representation or warranty that the Website or the Services are appropriate, legal, or available for use in other locations. Accordingly, if Member accesses the Website, Member does so subject to the internal laws of the State of Texas.

11. Compliance with Laws.

Member assumes all knowledge of applicable law and is responsible for compliance with any such laws. Member may not use the Services in any way that violates applicable state, federal, or international laws, regulations or other government requirements. Member agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.

12. Copyright and Trademark Information.

All original content included or available on the Website, including site design, text, graphics, interfaces, software, and the selection and arrangements thereof, are owned by or licensed to TAC, with all rights reserved, or are the property of TAC and/or third parties protected by intellectual property rights. Any use of materials on the Website, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of TAC is strictly prohibited. Member shall not use any automatic device, or manual process to monitor or copy the Website or the content contained therein without prior written permission of an authorized officer of TAC.

TAC’s trademarks, and trademarks licensed for use by TAC, including Tohatsu®, Nissan Marine™, Duras®, TLDI®, the ® design, and TACDirect.com™, may not be used in connection with any product or service that is not provided by TAC, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits TAC. Any use of TAC’s marks by Member shall be subject to the prior written approval of TAC.

All other trademarks displayed on TAC’s Website are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of those owners. In addition, such use of trademarks or links to the web sites of other parties is not intended to imply, directly or indirectly, that those parties endorse or have any affiliation with TAC.

13. Notification of Claimed Copyright Infringement.

Pursuant to Section 512(c) of Chapter 5, Title 17 of the United States Code, please contact TAC as set forth below regarding any copyright infringement claim.

By Mail: 670 S. Freeport Pkwy., Suite 120, Coppell, TX 75019

By Telephone: 469-771-3740

By Email: info@tohatsu.com

14. Other Terms.

If any provision of this Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. Member agrees that this Agreement and any other agreements referenced herein may be assigned by TAC, in our sole discretion, to a third party in the event of a merger or acquisition. This Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between TAC and Member in relation to Member’s participation as a Member. Member agrees that by accepting this Agreement, Member is consenting to the use and disclosure of Member’s personally identifiable information and other practices described in the Privacy Policy.