TERMS OF SERVICE

Version: 1.0

The terms of this agreement (“Terms of Service”) govern the relationship between you and ShopOutboardMotors, an Ohio company having its registered office at 223 W Main St, Coldwater, OH 45828, USA (hereinafter “ShopOutboardMotors,” “Us,” or “We”) regarding your use of ShopOutboardMotors’ website, online store, and related services (the “Service”). Use of the Service is also governed by ShopOutboardMotors’ Privacy Policy and other relevant policies, which are incorporated herein by reference.

Before accessing or using the Service, including browsing the ShopOutboardMotors website or placing an order, you must agree to these Terms of Service and the Privacy Policy. You may be required to register an account on the Service (“Account”) to complete a purchase, track an order, or manage a trade-in. By using or registering for an Account or otherwise using the Service, you affirm that you are the legal age of majority in your state or country of residence. If you are not, your legal guardian must review and agree to these Terms of Service.

BY ACCESSING OR USING THE SERVICE, YOU AGREE TO THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, PLEASE DO NOT ACCESS OR USE THE SERVICE. USE OF THE SERVICE IS VOID WHERE PROHIBITED.

IMPORTANT NOTICE: For U.S. residents, you also agree that disputes with ShopOutboardMotors must be resolved on an individual basis through final and binding arbitration as described in Section 8 (“Dispute Resolution”).

ShopOutboardMotors reserves the right, at its discretion, to change, modify, add or remove portions of these Terms of Service, its Privacy Policy, and other relevant policies at any time by posting the amended terms on the Service. You will be deemed to have accepted such changes by continuing to use the Service. If at any point you do not agree to any portion of the then-current version of our Terms of Service, our Privacy Policy, or any other policy relating to your use of the Service, your right to use the Service shall immediately terminate, and you must immediately stop using the Service.

1. Using the Service

1.1. Your Right to Use the Service

Subject to your agreement and continuing compliance with these Terms of Service and any other relevant ShopOutboardMotors policies, you have a non-exclusive, non-transferable, revocable and limited right to access and use the Service to browse, research, and purchase new and used outboard motors and related marine products, and to request or complete a motor trade-in. You agree not to use the Service for any other purpose.

The following restrictions apply to the use of the Service:

· You accept full responsibility for any unauthorized use of the Service by minors, including any use of your credit card or other payment instrument (such as PayPal or ACH transfer) by minors.

· You shall not (or attempt to) create an Account using a false identity or information, or on behalf of someone other than yourself. You shall not use the Service if you have previously been removed or banned from using ShopOutboardMotors’ Service.

Login Information and Your Account

You may be required to select a password for your Account or use other credentials to access the Account (“Login Information”). You shall not share the Account or the Login Information, nor let anyone else access your Account or do anything else that might jeopardize the security of your Account. If you become aware of or reasonably suspect any breach of security, including any loss, theft, or unauthorized disclosure of the Login Information, you must immediately notify ShopOutboardMotors and update your Login Information. You are solely responsible for maintaining the confidentiality of the Login Information, and you will be responsible for all uses of the Login Information, including purchases, whether or not authorized by you.

ShopOutboardMotors reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates the third party’s rights.

Use Limitations

Any use of the Service in violation of these Use Limitations is strictly prohibited, can result in the immediate revocation of your limited right to use the Service, and may subject you to liability for violations of law.

You agree that you will not, under any circumstances:

· Engage in any act that ShopOutboardMotors deems to be in conflict with the spirit or intent of the Service or make improper use of ShopOutboardMotors’ support services.

· Modify or cause to be modified any files that are part of the Service without ShopOutboardMotors’ express written consent.

· Disrupt, interfere with, overburden, or aid or assist in the disruption or overburdening of any computer or server used to offer or support the Service.

· Institute, assist, or become involved in any type of attack, including without limitation distribution of a virus, denial-of-service attacks, or other attempts to disrupt the Service or another person’s use of the Service.

· Attempt to gain unauthorized access to the Service, Accounts registered or used by others, or to computers, servers, or networks connected to the Service by any means other than the interface provided by ShopOutboardMotors.

· Post any information that is abusive, threatening, obscene, defamatory, libelous, or otherwise objectionable or offensive, or engage in ongoing abusive behavior toward ShopOutboardMotors employees, including customer service representatives.

· Make available through the Service any material or information that infringes any copyright, trademark, patent, trade secret, right of privacy, right of publicity, or other right of any person or entity, or impersonate any other person, including a ShopOutboardMotors employee.

· Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any underlying software used to provide the Service, or obtain information from the Service using any method not expressly permitted by ShopOutboardMotors.

· Solicit or attempt to solicit Login Information or other personal information from other users of the Service.

· Collect or post anyone’s private information, including personally identifiable information, identification documents, or financial information, through the Service.

ShopOutboardMotors reserves the right to determine what conduct it considers to be in violation of these rules of use or otherwise outside the intent or spirit of these Terms of Service or the Service itself, and to take action as a result, which may include terminating your Account and prohibiting you from using the Service in whole or in part.

1.2. Suspension and Termination of Account and Service

WITHOUT LIMITING ANY OTHER REMEDIES, SHOPOUTBOARDMOTORS MAY LIMIT, SUSPEND, TERMINATE, MODIFY, OR DELETE ACCOUNTS OR ACCESS TO THE SERVICE OR PORTIONS THEREOF WITH OR WITHOUT NOTICE TO YOU (i) IF YOU ARE, OR WE SUSPECT THAT YOU ARE, FAILING TO COMPLY WITH THESE TERMS OF SERVICE; OR (ii) FOR ANY ACTUAL OR SUSPECTED ILLEGAL OR IMPROPER USE OF THE SERVICE.

WITHOUT LIMITING OUR OTHER REMEDIES, WE MAY LIMIT, SUSPEND OR TERMINATE THE SERVICE AND ACCOUNTS OR PORTIONS THEREOF, PROHIBIT ACCESS TO OUR WEBSITE AND ITS CONTENT, SERVICES AND TOOLS, DELAY OR REMOVE HOSTED CONTENT, AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT USERS FROM ACCESSING THE SERVICE IF WE BELIEVE THEY ARE CREATING RISK OR POSSIBLE LEGAL LIABILITIES, INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ACTING INCONSISTENTLY WITH THE LETTER OR SPIRIT OF OUR TERMS OR POLICIES.

SHOPOUTBOARDMOTORS RESERVES THE RIGHT TO TERMINATE ANY ACCOUNT THAT HAS BEEN INACTIVE FOR 180 DAYS.

ShopOutboardMotors reserves the right to stop offering and/or supporting the Service, or any part of it, at any time, at which point your right to use the Service or that part will be automatically terminated. You may terminate your Account at any time and for any reason by informing ShopOutboardMotors that you wish to terminate your Account.

2. Ownership

2.1. Website and Service

All rights, title and interest in and to the Service (including without limitation the website design, computer code, product descriptions, photography, graphics, logos, trademarks, methods of operation, documentation, and the ShopOutboardMotors server software) are owned by ShopOutboardMotors. ShopOutboardMotors reserves all rights, including without limitation all intellectual property rights or other proprietary rights, in connection with the Service.

2.2. Accounts

Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and that all rights in and to the Account are and shall remain owned by ShopOutboardMotors.

3. Product Reviews and User Content

3.1. Submission of User Content

“User Content” means any reviews, images, comments, questions, or other material and information that you submit through the Service, such as product reviews or trade-in submissions. By submitting any User Content, you affirm, represent and warrant that such submission is (a) accurate and not misleading; (b) not in violation of any laws, contractual restrictions, or third-party rights; (c) free of viruses, adware, spyware, or other malicious code; and (d) you acknowledge that any personal information within such content will be processed in accordance with our Privacy Policy.

3.2. Content Screening

ShopOutboardMotors assumes no responsibility for the conduct of any user submitting User Content and does not pre-screen all submissions. At our discretion, we may review, monitor, edit, refuse to post, or remove any User Content without notice, for any reason.

3.3. Responsibility for Your Own Content

You are solely responsible for any User Content you submit through the Service. ShopOutboardMotors may reject, refuse to post, or delete any User Content that, in our sole judgment, violates these Terms of Service.

3.4. Your License to ShopOutboardMotors

You grant ShopOutboardMotors a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, modify, publish, and display your User Content (such as product reviews) in connection with operating and promoting the Service. ShopOutboardMotors does not claim ownership of your User Content.

4. Orders, Pricing, and Payment

4.1. Purchases

Through the Service, you may purchase new and used outboard motors and related marine products and services offered by ShopOutboardMotors. All orders are subject to product availability and acceptance by ShopOutboardMotors. We reserve the right to refuse or cancel any order for any reason, including pricing errors, suspected fraud, or unavailability of inventory.

4.2. Trade-Ins

ShopOutboardMotors may offer to purchase or accept trade-in outboard motors from customers, subject to inspection, verification of ownership, and a quote provided by ShopOutboardMotors. Any trade-in offer is non-binding until confirmed in writing and is subject to the condition of the motor matching the information provided at the time of quote.

4.3. Payment of Fees

You agree to pay all fees, shipping charges, and applicable taxes incurred by you or anyone using an Account registered to you, using an approved payment method (including bank transfer/ACH transfer where applicable). ShopOutboardMotors may revise pricing on products offered through the Service at any time prior to order confirmation. Refunds, returns, and warranty claims are governed by our separate Return Policy, Shipping Policy, and Product Warranty, which are incorporated herein by reference.

5. Updates to the Service

You understand that the Service is an evolving one. ShopOutboardMotors may update the website, its features, and its content at any time, with or without notice.

6. Disclaimer of Warranties

WITHOUT LIMITING SHOPOUTBOARDMOTORS’ LIABILITY UNDER SECTION 7 BELOW, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SHOPOUTBOARDMOTORS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WARRANTY COVERAGE FOR PRODUCTS PURCHASED THROUGH THE SERVICE IS GOVERNED SEPARATELY BY OUR PRODUCT WARRANTY POLICY.

Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above disclaimers may not apply to you.

7. Limitation of Liability; Sole and Exclusive Remedy; Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHOPOUTBOARDMOTORS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES, LOST PROFITS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OF SERVICE OR THE SERVICE ITSELF, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY. TO THE EXTENT NOT PROHIBITED BY LAW, SHOPOUTBOARDMOTORS SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID TO SHOPOUTBOARDMOTORS FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.

NOTHING IN THESE TERMS OF SERVICE SHALL AFFECT THE STATUTORY RIGHTS OF ANY CONSUMER OR EXCLUDE OR RESTRICT ANY LIABILITY RESULTING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SHOPOUTBOARDMOTORS OR FOR DEATH OR PERSONAL INJURY ARISING FROM ANY NEGLIGENCE OR FRAUD OF SHOPOUTBOARDMOTORS.

You agree to indemnify, defend and hold ShopOutboardMotors (and our officers, directors, agents, subsidiaries, and employees) harmless from any claim, demand, damages or other losses, including reasonable attorneys’ fees, asserted by any third party resulting from or arising out of your use of the Service, or any breach by you of these Terms of Service.

8. Dispute Resolution

You and ShopOutboardMotors agree that the processes for dispute resolution described in this agreement will apply to any dispute or claims related to these Terms of Service, the Privacy Policy, or the Service. Disputes include any claims of any kind, including legal, equitable, or statutory claims. This applies even if you stop using your Account or the Service, and to disputes that arose before you entered into this agreement.

8.1. Informal Dispute Resolution

You must try to informally resolve any dispute directly with ShopOutboardMotors for at least thirty (30) days before starting an arbitration. The informal dispute resolution process starts when you give ShopOutboardMotors written notice of the dispute through info@shopoutboardmotors.com.

8.2. Arbitration Agreement

You and ShopOutboardMotors agree to resolve any disputes exclusively in final and binding arbitration, unless the claim falls within the exceptions described in Section 8.4. Either party may ask a court to order arbitration of a claim that can be resolved under this section. The arbitrator will have exclusive authority to decide whether any portion of this Section 8 is valid, enforceable, or applies to a claim.

An arbitration proceeding will be held before a neutral arbitrator. This means you and ShopOutboardMotors agree to give up the right to resolve the dispute in a trial before a judge or jury. After the arbitrator decides the outcome, that decision will be final.

8.3. Arbitration Process

The arbitration will be run by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules. If there is a conflict between these Terms of Service and AAA’s rules, these Terms of Service will govern. If either party decides to start arbitration, that party agrees to provide the other with a written Demand for Arbitration as specified in the AAA Rules.

Fees for arbitration will be determined by AAA’s Consumer Arbitration Rules. If the arbitrator decides those fees are excessive, ShopOutboardMotors will pay them. Each side will pay its own attorneys’ fees and costs unless applicable law allows the prevailing party to recover them.

The arbitration will take place either in Mercer County, Ohio, or in the county where you reside.

8.4. Exceptions to Agreement to Arbitrate

You and ShopOutboardMotors agree that the arbitration agreement in Section 8.2 will not apply to:

· Claims about ShopOutboardMotors’ intellectual property, such as claims to enforce, protect, or concerning the validity of our copyrights, trademarks, trade dress, domain names, or other intellectual property rights.

· Claims that are not subject to an arbitration agreement as a matter of law.

· Claims in small claims court.

Any dispute not subject to arbitration under these exceptions shall be resolved by a court of competent jurisdiction as described in Section 10 (“Venue for Disputes Not Subject to Arbitration”).

8.5. No Class Actions

You and ShopOutboardMotors agree that claims may only be brought against each other on an individual basis. That means:

· You cannot bring a claim against ShopOutboardMotors as a plaintiff or class member in a class, collective, consolidated, or representative action.

· The arbitrator cannot combine any other person’s claims with yours into a single case or preside over any class, collective, consolidated, or representative arbitration proceeding.

· The arbitrator’s decision or award in your case will not apply to anyone else and cannot be used to decide other people’s disputes.

If this Section 8.5 is found to be unenforceable or invalid, then the entirety of Section 8, including Sections 8.1 to 8.6, shall be void.

8.6. Opt-Out of Arbitration Agreement and No Class Actions Provisions

You can choose to opt out of and not be bound by the Arbitration Agreement and No Class Action provisions above (Sections 8.1 to 8.5) by sending written notice of your decision to info@shopoutboardmotors.com with the subject line “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” You must send this notice within thirty (30) days of your first use of the Service or availability of this opt-out, whichever is later. If you do not send us a notice within that time, you will be bound to arbitrate disputes in accordance with these Terms. If you opt out, ShopOutboardMotors also will not be bound by these arbitration provisions.

9. Applicable Law

Any dispute arising out of or related to these Terms of Service, the Privacy Policy, or the Service shall be governed in all respects by the laws of the State of Ohio, USA, without regard to conflict of law provisions. For U.S. residents, the Federal Arbitration Act (including its procedural provisions) governs the interpretation and enforcement of the agreement to arbitrate and the no-class-actions provisions of Section 8.

10. Venue for Disputes Not Subject to Arbitration

You agree that any claim or dispute against ShopOutboardMotors that is not subject to arbitration under Section 8 must be resolved exclusively by a federal or state court located in Mercer County, Ohio. You and ShopOutboardMotors consent to venue and personal jurisdiction in Mercer County, Ohio for all such claims or disputes.

11. Severability

You and ShopOutboardMotors agree that if any portion of these Terms of Service or the Privacy Policy is found illegal or unenforceable, in whole or in part, by any court of competent jurisdiction, such provision shall, as to that jurisdiction, be ineffective solely to the extent of that determination, without affecting the validity or enforceability of the provision in any other manner or jurisdiction, and without affecting the remaining provisions, which shall continue in full force and effect.

12. General Provisions

12.1. Assignment

ShopOutboardMotors may assign or delegate these Terms of Service and/or the Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under these Terms of Service or the Privacy Policy without ShopOutboardMotors’ prior written consent, and any unauthorized assignment or delegation by you is ineffective.

12.2. Supplemental Policies

ShopOutboardMotors may publish additional policies related to specific parts of the Service, such as our Shipping Policy, Return Policy, and Product Warranty. Your use of those parts of the Service is subject to those specific policies as well as these Terms of Service.

12.3. Entire Agreement

These Terms of Service, any supplemental policies, and any documents expressly incorporated by reference herein (including the ShopOutboardMotors Privacy Policy) contain the entire understanding between you and ShopOutboardMotors and supersede all prior understandings of the parties relating to the subject matter hereof, whether electronic, oral or written, between you and us with respect to the Service.

12.4. No Waiver

ShopOutboardMotors’ failure to require or enforce strict performance by you of any provision of these Terms of Service or the Privacy Policy, or failure to exercise any right under them, shall not be construed as a waiver of ShopOutboardMotors’ right to assert or rely upon that provision or right in that or any other instance.

The express waiver by ShopOutboardMotors of any provision, condition, or requirement of these Terms of Service or the Privacy Policy shall not constitute a waiver of any future obligation to comply with that provision, condition, or requirement.

Except as expressly set forth in these Terms of Service, no representations, statements, consents, waivers, or other acts or omissions by ShopOutboardMotors shall be deemed a modification of these Terms of Service, nor legally binding, unless documented in physical writing and hand-signed by you and a duly appointed officer of ShopOutboardMotors.

12.5. Notices

We may notify you via postings on our website, via e-mail, or by any other communications means to the contact information you provide to us. All notices given by you or required from you under these Terms of Service or the Privacy Policy shall be in writing and addressed to: ShopOutboardMotors, 223 W Main St, Coldwater, OH 45828, USA, with a copy to info@shopoutboardmotors.com.

12.6. Equitable Remedies

You acknowledge that the rights granted and obligations made under these Terms of Service to ShopOutboardMotors are of a unique and irreplaceable nature, the loss of which shall irreparably harm ShopOutboardMotors and cannot be replaced by monetary damages alone, so that ShopOutboardMotors shall be entitled to injunctive or other equitable relief (without the obligation of posting any bond, surety, or proof of damages) in the event of any breach or anticipatory breach by you.

12.7. Force Majeure

ShopOutboardMotors shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including without limitation acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.