General

True Temper Sports Inc Website Terms of Use

This True Temper Sports Inc B2B website (the “Website”) is owned and operated by True Temper Sports Inc (“TRUE,” “we” or “us”), and is for the use of certain retailers, and sales reps and other authorized parties that do business with True Temper Sports Inc (“Business Associates,” “you” or “your”). The Website enables you to order our products, make requests of us, and register to receive information from us regarding us and our products. True agrees to provide you with access to the Website subject to these Terms of Use. In consideration for your use of the Website, you agree to use it in accordance with these Terms of Use. If you register for, or access, our Website in any manner, your access constitutes use of the Website. BY REGISTERING FOR, OR USING THIS WEBSITE IN ANY MANNER WHATSOEVER, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS OF USE. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT REGISTER FOR, ACCESS OR USE THIS WEBSITE. IF YOU WISH TO ACCESS AND USE THIS WEBSITE, YOU MUST SELECT “I ACCEPT” AT THE BOTTOM OF THE REGISTRATION FORM. IF YOU DO NOT WISH TO ACCESS OR USE THIS WEBSITE, YOU MUST SELECT “I DO NOT ACCEPT” AT THE BOTTOM OF THE REGISTRATION FORM.

Changes to the Website and Terms of Use

Because the Internet is an evolving medium, from time to time will change, or make improvements to, the products, services, programs and prices described on the Website. Such changes and/or improvements shall be made without notice to you.

From time to time, we also will change these Terms of Use or impose new conditions on the use of the Website, in which case we will post the revised Terms of Use on this Website. A revised form of these Terms of Use will be effective immediately upon its posting on this Website. You are responsible for reviewing the most current version of these Terms of Use before using the Website to ensure that you agree to any revisions to these Terms of Use. If at any time you do not agree to the revisions we make to these Terms of Use or this Website, you should immediately stop accessing or using this Website in any manner whatsoever. By continuing to use the Website after we post any such changes, you accept the Terms of Use, as modified. You further agree that these methods of providing notice and acceptance of changes or amendments to these Terms of Use and to the Website are reasonable.

The True Privacy Policy may be found on the Website at https://www.trueb2r.com/Images/SiteLinks/Common/WebSiteUsage.htm. The Privacy Policy is incorporated herein by this reference and made an integral part hereof.

Online Commerce

True allows you to view and purchase its products through this Website. You may order products through this Website by providing a billing and shipping address, and other contact information necessary to process your order and to properly ship and deliver such goods to you. True will send an invoice to your billing address, or you may access your invoice on the Website.

You agree to be financially responsible for all purchases made through the Website by you or someone acting on your behalf. You agree not to make any purchases for speculative, false or fraudulent purposes or for the purpose of anticipating demand for a particular product. You agree to only purchase products for yourself or for another person for whom you are legally permitted to do so. When making a purchase for a third party that requires you to submit the third party’s personal information to this Website, you represent that you have obtained the express consent of such third party to provide such third party’s personal information.

The Website may include technical inaccuracies, typographical errors, incorrect inventory levels or incorrect pricing. In the event one of our products is listed at an incorrect price or incorrect inventory level due to typographical error or error in pricing and inventory information received from our suppliers or vendors, we have the right to refuse or cancel any unshipped orders placed for product listed at the incorrect price or if the product is unavailable. True has the right to refuse or cancel any such orders at any time prior to shipment, regardless of whether or not the order has been confirmed or payment has been received. If payment has been received, True will refund the payment or issue a credit to your account, at your election.

Registration

You must complete an online registration form in order to use this Website. You agree (a) to provide true, accurate, current and complete information about yourself as prompted by the Website's registration form, and (b) to maintain and promptly update the information you provide to keep it true, accurate, current and complete. If True has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Website (or any portion thereof). Our use of any personally identifying information you provide to us as part of the registration process is governed by the terms of our Privacy Policy.

To use the Website, you must register and create a login name and password. In order to register, you must request request a registration code from True. You are responsible for maintaining the confidentiality of your login and password, and all activities (whether by you or by others) with respect to the Website that occur under your login or password. You are also liable for all charges, damages and losses incurred or suffered by you and/or by True as a result of your failure to maintain the confidentiality of your login and password. We are not liable for any harm or loss caused by or related to the theft or disclosure of your login and password, or your authorization to allow another person to access and use the Website with your login and password. You agree to notify us immediately of any unauthorized use of your login and password, the need to deactivate a login and password due to security concerns, or any other breach of security. You must ensure that you log out of your account at the end of each session.

Intellectual Property

All of the design, text, and graphics of this Website, as well as the selection and arrangement thereof, are

© 2016 True Temper Sports Inc, All Rights Reserved. True, the True logos, the Website images and text, and all page headers, graphics and icons are trademarks, service marks and/or trade dress of True, and may not be used by others without the prior written permission of True. All uses thereof inure to the benefit of True. All other trademarks, product names and company names or logos included on the Website are the property of their respective owners.

The title to the content on the Website is owned by True, and all uses thereof inure to the benefit of True or its customers. You may download and print a single copy of the Website for your internal business purposes, provided that the content of the Website must not be altered in any way and must contain all copyright, trademark and other proprietary notices. The Website and its content are subject to change or deletion without notice and in the sole editorial discretion of True. All rights not expressly granted herein are reserved to True. You may not use the Website or any portion thereof to create or recreate a similar or competing service. Any use of the content of this Website not expressly permitted by these Terms of Use is a breach thereof.

The Website contains material that is protected by the copyright, trademark and other intellectual property laws of the United States and foreign countries. You may not modify, copy, reproduce, republish, upload, post, transmit or distribute in any way any material, including code and software, from the Website, except as expressly set forth above. ANY UNAUTHORIZED OR UNAPPROVED USE OF ANY OF THE CONTENT OF THE WEBSITE CONSTITUTES COPYRIGHT AND/OR TRADEMARK INFRINGEMENT AND SUBJECTS YOU TO ALL CIVIL AND CRIMINAL PENALTIES PROVIDED FOR UNDER UNITED STATES AND INTERNATIONAL LAWS AND TREATIES.

Use of Materials on the Website

True will incorporate its Dealer Resource Center into the Website, and allow you access various branding and marketing materials described below. The materials found on the Website, including all product images, designs and information, marketing images (including but not limited to trademarks and other logos), designs, plans and tools, and all other product, marketing and business-related information and data (collectively, the "Materials"), are highly valuable, confidential, and the exclusive property of True. Except as otherwise authorized or restricted in writing by True, you may download, print, copy and/or use the Materials found on the Website only for the purpose of selling to, buying from, providing services to, or otherwise doing business with True. Except as otherwise authorized in writing by True, you are not entitled to disclose the Materials to any third parties, or to distribute the Materials in any respect. Any unauthorized use of such Materials may lead to True’s revocation of your access to the Website and will violate the intellectual property rights of True. This is a license, not a transfer of title to any Materials. Nothing in these Terms of Use or on the Website shall be construed as conferring any license to use the Materials for any purpose other than as described above.

Confidential Information

You agree that all of the following types of information on the Website are conclusively presumed to be the confidential and proprietary information of True: (a) cost and other financial data, (b) manufacturing knowhow, (c) business or marketing plans, strategies, policy statements, and forecasts, (d) product pricing information, (e) research and development, (f) identities of customers, vendors and suppliers, (g) production figures, (h) unpublished product specifications, product designs, or technical drawings, and (i) all information and Materials disclosed by True on the Website. This list shall not be treated as exhaustive, and protectible information shall include such information as True may, from time to time, classify as proprietary or confidential and in general any other information for which True makes a reasonable effort to protect from disclosure, and which derives independent economic value from not being generally known.

You shall protect True’s proprietary and confidential information from disclosure with the same

degree of care that you would exercise in protecting your own information that you do not wish to be disclosed to the public, and, at a minimum, with reasonable care. In particular, unless authorized by True in writing, you shall (a) refrain from copying any document or electronic file embodying or relating to True’s confidential information; (b) refrain from divulging confidential information to third parties and protect electronic files and other media on which such information is stored from unauthorized access by third parties; and (c) instruct any employee, contractor, agent, or representative who may, in the course of conducting your business, have access to True’s confidential information, to refrain from divulging such information to any person without True’ prior written approval.

Compliance with Applicable Laws

You are responsible for ensuring that your use of the Website complies with all laws directly or indirectly applicable to you or True.

True IS NOT LIABLE OR RESPONSIBLE FOR ANY OF YOUR ACTS OR OMISSIONS IN USING THE WEBSITE IN WAYS THAT DO NOT COMPLY WITH ANY APPLICABLE LAW.

This Website is not Intended for Children

This Website is intended to be used by adults only, and is not intended to be used by children. No one under the age of thirteen (13) may register for or use this Website, and by registering for and using this Website, you are certifying that you are not under thirteen (13) years of age. We do not collect personally identifiable information from any person whom we actually know is a child under the age of thirteen (13).

True Contact

If you have any questions about the Website, these Terms of Use, or your dealings with True, you should contact:

Director of IT

True Temper Sports Inc

8275 Tournament Drive

Suite 200
Memphis, TN 38125

Limitation of Liability and Disclaimer of Warranties

When using this Website, information will be accessed by you over a medium that is beyond our control.

As a result, we do not assume any liability for, or relating to, the delay, failure, interruption, or corruption of any data or other information transmitted in connection with your use of the Website.

ACCESS TO THIS WEBSITE, THIS WEBSITE, AND ITS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TRUE, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF THIRDPARTIES' RIGHTS, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE WITH RESPECT TO THE WEBSITE OR THE PRODUCTS SOLD THEREBY. TRUE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE (i) ACCURACY, COMPLETENESS, CURRENTNESS OR TIMELINESS OF THE WEBSITE, (ii) THE QUALITY AND SECURITY OF THIS WEBSITE, OR (iii) THE INABILITY TO ACCESS THE WEBSITE OR ITS CONTENT, INCLUDING WHETHER THE WEBSITE WILL BE FREE OF VIRUSES, UNAUTHORIZED CODE OR OTHER HARMFUL COMPONENTS. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THIS WEBSITE. WHEN USING THIS WEBSITE, INFORMATION WILL BE TRANSMITTED OVER A MEDIUM THAT IS BEYOND THE CONTROL AND JURISDICTION OF True. ACCORDINGLY, TRUE ASSUMES NO LIABILITY FOR OR RELATING TO THE DELAY, FAILURE, INTERRUPTION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH USE OF THIS WEBSITE, AND YOU (AND NOT TRUE) ASSUME THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION.

Limitation of Damages and Remedies

YOU AGREE THAT TRUE SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES SUFFERED AS A RESULT OF ACCESSING, USING, PRINTING, COPYING OR DOWNLOADING ANYTHING FROM THE WEBSITE. YOU FURTHER AGREE THAT TRUE SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY CAUSED IN WHOLE OR IN PART BY RELYING UPON, USING, OR INTERPRETING THE WEBSITE. IN NO EVENT WILL TRUE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES OR LOST PROFITS ARISING OUT OF THE USE OR INABILITY TO USE THE WEBSITE, EVEN IF TRUE, ITS AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TRUE’s CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THE WEBSITE OR THESE TERMS OF USE, INCLUDING BUT NOT LIMITED TO DISSATISFACTION WITH ANY TRUE MATERIALS OR PRODUCTS, SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL DAMAGES, OR LIMITATIONS UPON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL TRUE BE LIABLE FOR ANY PERSONAL INJURY, INCLUDING DEATH, CAUSED BY YOUR USE OR MISUSE OF THIS WEBSITE OR THE CONTENT. Any claims made by you in connection with your use of this Website, or its content, must be brought within one (1) year of the date on which the event giving rise to such action occurred. All remedies set forth in these Terms of Use are exclusive and are limited to those expressly provided for in these Terms of Use.

Termination

True reserves the right to cancel or terminate your right to use the Website, or any part of the Website, at any time for any reason, with or without cause, and without notice. In such event, you are no longer authorized to access the part of the Website affected by such cancellation or termination.

Survivability

The following provisions of the Terms of Use survive the expiration or termination of the Terms of Use for any reason whatsoever: Limitation of Liability and Disclaimer of Warranties, Limitation of Damages and Remedies, Termination, Indemnity, Jurisdiction and Choice of Law, and Other.

Indemnity

You agree to indemnify and hold True, its officers, directors, employees, members, agents, and suppliers harmless from any and against all claims, actions or demands, liabilities and settlements, including without limitation our reasonable legal and accounting fees, resulting from, or alleged to result from: (i) your breach of these Terms of Use; (ii) your violation of any applicable law, regulation, rule or order pertaining to your use of the Website; (iii) your unauthorized or unlawful use of the Website; and (iv) the unauthorized or unlawful use of the Website by any other person using your login and password.

No Extraterritoriality

True is based in Memphis, TN in the United States of America. It makes no claims that the Website is appropriate for, or may be accessed, downloaded or used by, persons residing outside of the United States of America. Access to the Website and creation of certain postings may not be legal by certain persons in certain countries. If you access this Website from outside the United States of America, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

Jurisdiction and Choice of Law

True makes no representation that the Website is appropriate or may legally be used in the nation, state, province or other jurisdiction in which you reside, do business, or are incorporated or organized, and access to the Website is prohibited from jurisdictions where the Website, or its content, is illegal. Those who

choose to access the Website do so on their own initiative and are responsible for compliance with applicable laws. You may not use or export the Materials in violation of U.S., or any other country's, export laws and regulations.

You agree that with respect to any suit, action or proceeding arising out of or in connection with any dispute with True, including without limitation any claim involving True or its affiliates, subsidiaries, employees, members, officers, or agents: (i) you will submit to the jurisdiction of the courts of the Marin County, California, and (ii) you irrevocably waive any objection that you may have at any time to the laying of venue of any suit, action or proceeding arising out of or relating hereto brought in any such court; irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum; and irrevocably waive the right to object, with respect to any such claim, suit, action or proceeding brought in any such court, that such court does not have jurisdiction over you.

You agree that these Terms of Use, as well as any suit, action or proceeding arising out of or in connection with any dispute with True, including without limitation any claim involving True or its affiliates, subsidiaries, employees, members, officers, directors, and agents, shall be governed by and construed in accordance with the laws of the State of California in all matters, including, without limitation, its validity, construction, interpretation and performance, and without regard to provisions regarding conflicts of law.

Other

These Terms of Use constitute the entire agreement between True and you with respect to thesubject matter of these Terms of Use, and supersede all previous and contemporaneous agreements, proposals and communications between us, written or oral.

We may assign these Terms of Use, in whole or in part, in our sole discretion. You may not assign your rights under these Terms of Use without our prior written permission. Any attempt by you to assign your rights under these Terms of Use without the permission of True shall be void.

If any provision of these Terms of Use is found to be invalid by any court having jurisdiction to make such a determination, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

The headings of the various sections of these Terms of Use have been inserted only for the purposes of convenience, and those headings shall not be deemed, in any manner, to modify, enlarge or restrict any of the provisions of these Terms of Use.