PLEASE READ THIS TERMS OF USE AGREEMENT CAREFULLY BEFORE USING THIS SITE. Yamaha Motor Co., Ltd. (including our group companies, "Company," "we," "us") provides this web site and all site-related services (collectively, the "Site") subject to your compliance with the terms and conditions set forth in this agreement (the "Agreement"). This Agreement governs the relationship between Company and you, the Site visitor (including your employer, its contractors and agents, "you") with respect to your use of the Site. It is important that you read carefully and understand the terms and conditions of this Agreement. BY CLICKING THE "I ACCEPT" BUTTON LOCATED ON THIS PAGE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU WILL NOT BE ALLOWED TO USE OR ACCESS THE SITE. We reserve the right at any time to: * Change the terms and conditions of this Agreement; * Change the Site, including eliminating or discontinuing any content on or feature of the Site; or * Change any fees or charges for use of the Site. Any changes we make will be effective automatically upon posting such changes on the Site. Your continued use of the Site following such changes will be deemed acceptance of such changes. Be sure to return to this page periodically to ensure familiarity with the most current version of this Agreement. Upon our request, you agree to sign a non-electronic version of this Agreement. 1. Materials. The information and materials provided through the Site, including any data, text, graphics, images and logos (collectively, the "Materials") are solely intended to allow your handy browse of our parts catalogues and to facilitate you in making spare parts purchase orders. Accordingly, your use of the Site shall be solely for your internal business needs with respect to making such spare parts purchase orders. No Material may be downloaded or copied from the Site, unless to the extent necessary for making such spare parts purchase orders. You must retain all copyright and other proprietary notices on downloaded and copied Materials, and any such downloads or copies are subject to the terms and conditions of this Agreement. Further, the Materials remain the property of Company or its licensors or suppliers. Use or downloading of the Materials is conditioned on acceptance of the terms and conditions of any license agreements relating to such Materials, including agreements of third parties. By acquiring or using the Materials, you agree to such terms and conditions. You may not download, copy or use any of the Materials except as expressly authorized by this Agreement and, in any event, you may not distribute, modify, transmit or publicly display the Materials without the written consent of Company or, if so indicated in writing by Company, its licensors or suppliers. 2. User Name and Password. You will be responsible for the confidentiality and use of your username and password to access to the Site and agree not to transfer or resell your use of or access to the Site to any third party. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. 3. Code of Conduct. While using the Site and/or Materials, you agree not to: * Restrict or inhibit any other visitor or member from using the Site, including, without limitation, by means of "hacking" or defacing any portion of the Site; * Use the Site or Materials for any unlawful purpose; * Engage in spamming or flooding; * Transmit any software or other materials that contain any viruses, worms, trojan horses, defects, date bombs, time bombs or other items of a destructive nature; * Modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Site; * Remove any copyright, trademark or other proprietary rights notices contained in the Site or Materials; * "Frame" or "mirror" any part of the Site without our prior written authorization; * Use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, "data mine" or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents; or * Harvest or collect information about Site visitors or members without their express consent. While using the Site and/or Materials, you agree to comply with all applicable laws, rules and regulations. 4. Descriptions or images on the Site. Descriptions or images of, or references to, products on the Site do not imply Company's endorsement of such products. We reserve the right, without prior notification, to change such descriptions, images or references. Availability of any products are subject to change without notice. 5. Information Provided by Company. Although Company strives to provide Materials that are both useful and accurate, data and other information change frequently and are subject to varying interpretations. In addition, the facts and circumstances of every situation differ. Accordingly, although Company endeavors to use reasonable care in assembling the Materials, the Materials may not be up-to-date, accurate or complete. In addition, portions of the Materials have been contributed to the Site by various industry specialists and service providers. The inclusion of such information does not indicate any approval or endorsement of such providers, and Company expressly disclaims any liability with respect to the foregoing. Company believes that the Materials will be helpful as background reference, but they hould not be construed as professional advice on any subject matter. 6. Ownership and Restrictions on Use. The Site is owned and operated by Company and the Materials (and any intellectual property and other rights relating thereto) are and will remain the property of Company and its licensors and suppliers. The Materials and the selection, compilation, collection, arrangement and assembly thereof are protected by international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable. You may not copy, reproduce, republish, upload, post, transmit or distribute Materials or other content or information available on or through the Site in any way without our prior written permission. The Materials may be used solely to the extent necessary for your authorized use of the Site, as provided in this Agreement or as expressly authorized in writing by Company or, if so indicated in writing by Company, its licensors or suppliers. Modification of the Materials or use of the Materials for any other purpose is a violation of our copyright and other proprietary rights, and is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Site or the Materials. The trademarks, logos, and service marks displayed on the Site (collectively the "Trademarks") are the registered and unregistered trademarks of Company, its licensors and suppliers, and others. The Trademarks owned by Company, whether registered or unregistered, may not be used in connection with any product or service that is not Company's, in any manner that is likely to cause confusion with customers, or in any manner that disparages Company. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark without the express written permission of Company, Company's licensors or suppliers, or the third party owner of any such Trademark. Misuse of any Trademarks is prohibited, and Company will aggressively enforce its intellectual property rights in such Trademarks, including via civil and criminal proceedings. 7. Termination. This Agreement shall remain effective until terminated in accordance with its terms. We reserve the right to immediately terminate this Agreement, and/or your access to and use of the Site or any portion thereof, at any time and for any reason, with or without cause. Upon termination of this Agreement, your right to use the Site shall immediately cease, and you shall destroy all Materials obtained from the Site and all copies thereof, whether made under the terms of this Agreement or otherwise. 8. Disclaimers. THE SITE OR THE MATERIALS ON THE SITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. Applicable law may not allow the exclusion of implied warranties, so the above exclusions may not apply to you. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF COMPANY OR ITS AFFILIATES SHALL CREATE ANY WARRANTY. YOUR USE OF THE SITE AND ANY MATERIALS PROVIDED THROUGH THE SITE ARE ENTIRELY AT YOUR OWN RISK. A possibility exists that the Site or Materials could include inaccuracies or errors, or information or materials that violate these Terms of Use (specifically, the Code of Conduct above). Additionally, a possibility exists that unauthorized alterations could be made by third parties to the Site or Materials. Although we attempt to ensure the integrity of the Site, we make no guarantees as to the Site's completeness or correctness. 9. Limitation of Liability. NEITHER COMPANY NOR ANY OF OUR AFFILIATES ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE AND/OR MATERIALS CONTAINED ON THE SITE OR ANY PRODUCT PURCHASED THROUGH THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE OR MATERIALS IS TO STOP USING THE SITE OR MATERIALS. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO COMPANY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE SITE. 10. Indemnification. You agree to indemnify, defend and hold Company, our affiliates, licensors and suppliers harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees) and other expenses that arise directly or indirectly out of or from your breach of this Agreement, including any violation of the Code of Conduct, above and your activities in connection with the Site. 11. Miscellaneous. This Agreement is governed by and construed in accordance with the laws of Japan, without regards to its principles of conflicts of law. You agree to submit to the exclusive jurisdiction of Japan, and waive any jurisdictional, venue or inconvenient forum objections to such courts. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire Agreement between us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral Agreements between us with respect to such subject matter. This Agreement is not assignable, transferable or sublicenseable by you except with Company's prior written consent. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, YOU ACKNOWLEDGE THAT (1) YOU HAVE READ AND REVIEWED THIS AGREEMENT IN ITS ENTIRETY, (2) YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, (3) THE INDIVIDUAL SO CLICKING HAS THE POWER, AUTHORITY AND LEGAL RIGHT TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOU AND, BY SO CLICKING, THIS AGREEMENT CONSTITUTES BINDING AND ENFORCEABLE OBLIGATIONS OF YOU.