PART I — LEGAL NOTICE

In accordance with the applicable laws of the United States of America and the State of Florida, including the Florida Digital Bill of Rights (Fla. Stat. §501.71 et seq.) and the U.S. Federal Trade Commission's Dot Com Disclosures Guidance, the following information is provided regarding the operator of the website usarecmar.com (hereinafter, the «Website»).

The Website is operated by USA Recmar, Corp., a business corporation organised under the laws of the State of Florida, United States of America, with registered office at 1917 NW 79 Avenue, Doral, FL 33126, United States of America. USA Recmar, Corp. is registered with the Florida Department of State, Division of Corporations (Sunbiz), under Document Number P09000077965, with Federal Employer Identification Number (FEI/EIN) 27-0949171, with filing date 17 September 2009 and currently in ACTIVE status. Users may contact USA Recmar, Corp. by post at the address indicated above, by email at info@usarecmar.com or by telephone at +1 786-962-5020.

USA Recmar, Corp. is part of an international marine-parts group whose parent company is Recambios Marinos, S.L., a Spanish limited liability company with registered office in Gavà (Barcelona, Spain) and holder of the RECMAR® trademark. USA Recmar, Corp. uses the RECMAR® trademark under licence from its parent company. The services and commercial activity provided through the Website are carried out exclusively by USA Recmar, Corp. from its distribution centre in Miami, Florida, and are directed to professionals located in the United States and the wider American continent (Canada, Mexico, Central America, the Caribbean and South America). The Website does not target or solicit users located in the European Economic Area, the United Kingdom or Switzerland; such users should address the parent company through its own websites and channels.

The Website is a business-to-business (B2B) platform intended exclusively for marine-industry professionals (boat dealers, service workshops, mechanics, distributors, marinas and similar professional operators). Its purpose is to display product information and provide access to technical catalogues in the field of aftermarket spare parts, accessories and maintenance products for marine engines, marketed primarily under the RECMAR® brand. The Website does not constitute a binding offer for retail sale to consumers. Any commercial relationship requires prior verification of the professional status of the User and the execution of separate supply terms between USA Recmar, Corp. and the User.

The Website and the services provided through it are subject to the following regulatory frameworks:

• Federal laws of the United States of America, including the Federal Trade Commission Act, the Lanham Act, the Digital Millennium Copyright Act and, where applicable, the Magnuson-Moss Warranty Act.
• Laws of the State of Florida, including the Florida Deceptive and Unfair Trade Practices Act and the Florida Digital Bill of Rights.
• International trade, export-control and sanctions regulations applicable to the Products, including but not limited to the Export Administration Regulations (15 CFR Parts 730-774) and the sanctions administered by the Office of Foreign Assets Control (OFAC).
• For Users located outside the United States but within the American continent, these Terms are offered as a choice-of-law framework, without prejudice to any local mandatory provisions that may apply.

Regulatory matters concerning the operation of the Website may be addressed to the Florida Office of the Attorney General (www.myfloridalegal.com) and to the U.S. Federal Trade Commission (www.ftc.gov), as applicable.

PART II — TERMS OF USE

IMPORTANT — BINDING AGREEMENT.

These Terms of Use constitute a legally binding agreement between you and USA Recmar, Corp. By accessing, browsing or using the Website, and expressly by registering as a user and checking the box «I have read and accept the Terms of Use», you acknowledge that you have read, understood and agree to be bound by these Terms and by the Legal Notice set out in Part I. If you do not agree with all of these Terms, you must not access, browse or use the Website. These Terms contain, among other provisions, an arbitration agreement and a class-action waiver (Section 18) that affect your rights in the event of a dispute. Please read them carefully.

1.1. These Terms of Use (the «Terms») govern the use of the Website by any person or entity accessing it (hereinafter, «User», «you» or «your»). The entity operating the Website is USA Recmar, Corp. (hereinafter, «Operator», «we», «our» or «us»).

1.2. Acceptance of these Terms occurs through one or more of the following mechanisms, at Operator's discretion: (i) checking the dedicated acceptance box during user registration; (ii) electronically signing a specific supply agreement that incorporates these Terms by reference; or (iii) continued use of the Website after notice of the Terms has been provided, with respect to content and functionalities accessible without registration.

1.3. The acceptance recorded by Operator (including user identifier, timestamp, IP address and version of the Terms accepted) constitutes sufficient evidence of the User's consent in any judicial or arbitration proceeding.

• «Content» means all text, images, photographs, videos, catalogues, technical data sheets, part numbers, diagrams, logos, trademarks and any other material displayed on the Website.
• «Products» means the aftermarket spare parts, accessories, maintenance products and related goods marketed by Operator on the Website under the RECMAR® brand.
• «Professional User» means a legal entity or self-employed professional acting in the course of its trade, business, craft or profession within the marine industry, duly registered and validated in accordance with Section 4 below.
• «Third-Party Marks» means trademarks, trade names, model names and other distinctive signs belonging to marine-engine manufacturers or other third parties, including but not limited to MERCURY®, MERCRUISER®, YAMAHA®, HONDA®, VOLVO PENTA®, YANMAR®, SUZUKI®, TOHATSU®, JOHNSON®, EVINRUDE® and OMC®.

3.1. The Website is intended exclusively for use by marine-industry professionals acting in the course of their business. By registering or otherwise using the Website, you represent and warrant that: (a) you are a legal entity or self-employed professional engaged in the marine industry; (b) you are at least eighteen (18) years of age and have the legal capacity to enter into binding agreements on behalf of your organisation; (c) the information you provide is true, accurate, current and complete; (d) you will use the Website solely for professional purposes related to your business activity; and (e) you are located in the United States or in another country of the American continent.

3.2. Operator reserves the right to verify, at any time, the professional status of any User, including by requesting commercial registration certificates, tax identification documents, trade licences or similar evidence. Operator may suspend or terminate any account that fails to provide satisfactory verification.

3.3. The Website is not designed for use by consumers. No information, price, technical specification or statement on the Website shall be construed as a binding offer to consumers within the meaning of the Florida Deceptive and Unfair Trade Practices Act, the Magnuson-Moss Warranty Act or any equivalent consumer-protection legislation in the American continent.

4.1. Access to certain sections of the Website (including pricing, availability and order placement, where applicable) requires prior registration. Registration is subject to acceptance by Operator, which may be refused at Operator's sole discretion.

4.2. Each User is responsible for maintaining the confidentiality of its credentials. The User shall notify Operator immediately at info@usarecmar.com of any unauthorised access or security breach. The User shall be liable for all activity carried out under its account until such notice is received.

4.3. The User shall not (a) share credentials with third parties, (b) register more than one account per legal entity without Operator's prior written consent, (c) create accounts on behalf of third parties without authorisation, or (d) provide false or misleading information.

5.1. All rights in the Content, including copyright, database rights, trademarks, trade names, domain names, industrial designs and any other intellectual or industrial property rights, belong exclusively to Operator, to its parent company Recambios Marinos, S.L. or to third-party licensors, as the case may be. RECMAR® is a registered trademark of Recambios Marinos, S.L., used by Operator under licence.

5.2. The User is granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Content solely for the purpose of evaluating, sourcing and purchasing Products in the ordinary course of the User's business. Any other use is prohibited, including but not limited to: reproduction, distribution, public communication, transformation, adaptation, data mining, web scraping, training of artificial-intelligence systems, extraction and re-utilisation of the database, reverse engineering of pricing or availability information, or any use that may compete with Operator.

5.3. Nothing in these Terms shall be interpreted as granting any licence or right over the Third-Party Marks.

IMPORTANT NOTICE. The Website and the catalogues published by Operator contain references to numerous Third-Party Marks, including but not limited to MERCURY®, MERCRUISER®, YAMAHA®, HONDA®, VOLVO PENTA®, YANMAR®, SUZUKI®, TOHATSU®, JOHNSON®, EVINRUDE® and OMC®, as well as the names and model codes of engines and vessels manufactured by those companies.

6.1. Purely descriptive use for compatibility purposes. All such Third-Party Marks are used on the Website exclusively for the informational purpose of identifying the original engines and vessels with which RECMAR® aftermarket Products are technically compatible (doctrine of nominative or descriptive fair use). Operator does not sell, distribute or commercialise original parts or products of Mercury, Mercruiser, Yamaha, Honda, Volvo Penta, Yanmar, Suzuki, Tohatsu, Johnson, Evinrude, OMC or any other Third-Party Mark holder.

6.2. No affiliation. Operator has no commercial, contractual or corporate affiliation with the holders of the Third-Party Marks. The appearance of any Third-Party Mark on the Website or in the catalogues shall not be construed as an endorsement, sponsorship, certification, approval, licence or authorisation by the relevant trademark holder.

6.3. Ownership of Third-Party Marks. The Third-Party Marks are the exclusive property of their respective owners. All rights in such Third-Party Marks are reserved to their respective owners.

6.4. Aftermarket nature of the Products. The Products marketed by Operator under the RECMAR® brand are aftermarket replacement parts. They are NOT original equipment manufacturer (OEM) parts and are NOT manufactured, sponsored, endorsed, approved, certified or warranted by the holders of the Third-Party Marks. Where the Website or the catalogues state that RECMAR® Products «meet or exceed OEM specifications», such statement refers exclusively to the technical specifications published or otherwise available from the original manufacturer, and is supported by Operator's own quality management system; it does not imply any endorsement by the original manufacturer.

7.1. Operator makes reasonable efforts to ensure that the information displayed on the Website is accurate and up to date. However, part numbers, technical specifications, photographs, compatibility tables and diagrams are provided for informational purposes only and may contain errors, omissions or typographical mistakes. The User is responsible for verifying the compatibility of any Product with its specific application before placing an order.

7.2. Prices, availability and delivery times shown on the Website are indicative and may be modified at any time without prior notice. Any order shall be governed by the quotation or proforma invoice issued by Operator and expressly accepted by the User.

7.3. Operator reserves the right to limit quantities, refuse orders or discontinue Products at any time.

8.1. Products marketed under the RECMAR® brand benefit from the written commercial warranty of USA Recmar, Corp., the full terms of which are available at [URL where the full warranty terms are to be published]. The warranty has a minimum duration of two (2) years from the date of delivery, subject to the exclusions and conditions set out therein.

8.2. EXCEPT FOR THE EXPRESS WARRANTIES SET OUT IN THE WRITTEN WARRANTY REFERRED TO IN SECTION 8.1 ABOVE, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND THE CONTENT ARE PROVIDED ON AN «AS IS» AND «AS AVAILABLE» BASIS. OPERATOR DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, UNINTERRUPTED OR ERROR-FREE OPERATION, SECURITY AND ABSENCE OF MALICIOUS CODE.

8.3. Some jurisdictions do not allow the exclusion of certain warranties. In such cases, the exclusions in this Section 8 shall apply to the maximum extent permitted by applicable law.

9.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OPERATOR, ITS PARENT COMPANY, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF DATA, DOWNTIME, LOSS OF GOODWILL OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE WEBSITE, EVEN IF OPERATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Operator's aggregate liability arising out of or in connection with the Website and these Terms, whether in contract, tort (including negligence), strict liability or otherwise, shall not exceed the higher of (a) the total amount paid by the User to Operator for Products during the twelve (12) months preceding the event giving rise to the liability, or (b) one thousand U.S. dollars (USD 1,000).

Nothing in these Terms shall exclude or limit Operator's liability for (i) gross negligence or wilful misconduct, (ii) death or personal injury caused by Operator's negligence, (iii) fraud or fraudulent misrepresentation, or (iv) any other liability that cannot be limited or excluded under applicable mandatory law.

The User shall defend, indemnify and hold harmless Operator, its parent company, affiliates, directors, officers, employees, agents and licensors from and against any and all third-party claims, actions, proceedings, damages, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of or relating to (a) the User's breach of these Terms, (b) the User's misuse of the Website or the Content, (c) the User's infringement of any intellectual-property or other right of any person or entity, (d) the User's failure to comply with any applicable law or regulation, including export-control and sanctions regulations, and (e) any content, information or materials submitted by the User to the Website.

The User undertakes not to use the Website for any purpose that is unlawful or prohibited by these Terms. Without limiting the generality of the foregoing, the User shall not:

• Access or attempt to access areas, data or systems that the User is not authorised to access.
• Use any automated means (bots, crawlers, scrapers, spiders) to collect Content, pricing or availability information, except as expressly authorised by Operator in writing.
• Interfere with or disrupt the operation, security or integrity of the Website.
• Upload or transmit viruses, malware, spyware or any other harmful code.
• Use the Content to develop, train or improve any artificial-intelligence or machine-learning model without Operator's prior written authorisation.
• Engage in reverse engineering, decompilation or disassembly of any software available on the Website.
• Resell, redistribute, sublicense or otherwise commercialise the Content.
• Use Operator's trademarks, trade names or domain names in a manner likely to cause confusion, mistake or deception.
• Represent to any third party that Products supplied by Operator are original parts of any Third-Party Mark holder.
• Submit false, misleading or fraudulent information.

13.1. The Products and the technical information available through the Website are subject to U.S. export-control laws, including the Export Administration Regulations (15 CFR Parts 730-774) and the sanctions administered by the Office of Foreign Assets Control (OFAC).

13.2. The User represents and warrants that it (a) is not located in a country subject to comprehensive U.S. sanctions (including Cuba, Iran, North Korea, Syria and the occupied regions of Ukraine), (b) is not a person or entity listed on any denied-party, specially designated nationals or equivalent restricted-party list, and (c) will not export, re-export, transfer or divert the Products to any such country, person or entity.

13.3. Operator reserves the right to refuse, suspend or cancel any order that, in its reasonable opinion, may conflict with applicable export-control or sanctions regulations, without any liability to the User.

The processing of personal data collected through the Website is governed by the Privacy Policy and the Cookie Policy, which are incorporated by reference into these Terms. By using the Website, you acknowledge that you have reviewed such policies and consent to the processing of your personal data as described therein.

Operator respects the intellectual-property rights of third parties. If you believe that any Content available on the Website infringes your copyright, you may submit a notice in accordance with the Digital Millennium Copyright Act (17 U.S.C. §512) to Operator's designated agent at USA Recmar, Corp., 1917 NW 79 Avenue, Doral, FL 33126, United States of America, or by email at [dmca@usarecmar.com — to be established and registered with the U.S. Copyright Office]. The notice must include: (i) an electronic or physical signature of the person authorised to act on behalf of the copyright owner; (ii) identification of the allegedly infringed work; (iii) identification of the allegedly infringing material and its URL; (iv) your contact information; (v) a statement that you have a good-faith belief that the use is not authorised; and (vi) a statement under penalty of perjury that the information is accurate.

16.1. Operator may, at its sole discretion and without prior notice or liability, suspend or terminate any User's access to the Website in the event of (a) breach of these Terms, (b) suspected fraudulent, abusive or illegal activity, (c) inaccurate or outdated registration data, or (d) any reason justified by applicable law.

16.2. Sections that by their nature should survive termination (including Sections 5, 6, 8, 9, 10, 13 and 18) shall survive any termination of access to the Website.

Operator may update these Terms at any time to reflect changes in its business, in applicable legislation or in market practice. The updated version shall be published on the Website with an updated «effective date», and shall govern any use of the Website from that date. For registered Users, Operator shall provide a reasonable period (minimum fifteen (15) calendar days) before the new version takes effect, and may require renewed acceptance. Continued use of the Website after the effective date shall constitute acceptance of the revised Terms.

18.1. Governing law. These Terms and any dispute arising out of or relating to them or to the use of the Website shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict-of-laws rules, and, as applicable, the federal laws of the United States of America. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

18.2. Mandatory arbitration. Any dispute, controversy or claim arising out of or relating to these Terms or to the use of the Website that cannot be resolved through good-faith negotiation within sixty (60) days shall be finally settled by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures (or, at Operator's option, by the American Arbitration Association under its Commercial Arbitration Rules). The seat of arbitration shall be Miami, Florida, United States of America. The arbitration shall be conducted in English before a single arbitrator. The arbitrator's award shall be final and binding and may be entered in any court of competent jurisdiction.

18.3. Class-action waiver. THE USER AND OPERATOR EXPRESSLY WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, PRIVATE ATTORNEY-GENERAL ACTION OR ANY OTHER REPRESENTATIVE PROCEEDING. All disputes shall be resolved on an individual basis.

18.4. Exception. Notwithstanding the foregoing, Operator shall have the right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual-property rights or confidential information. Claims for amounts not exceeding the small-claims court threshold in the User's jurisdiction may be brought in small-claims court on an individual basis.

19.1. Entire agreement. These Terms, together with the Legal Notice, the Privacy Policy, the Cookie Policy and any supply terms separately executed with the User, constitute the entire agreement between the parties regarding the use of the Website and supersede any prior understanding.

19.2. Severability. If any provision of these Terms is held to be unlawful, void or unenforceable, such provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

19.3. No waiver. The failure of Operator to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

19.4. Assignment. The User may not assign or transfer these Terms or any rights or obligations hereunder without Operator's prior written consent. Operator may assign these Terms to any affiliate of the group or to any successor in connection with a merger, acquisition, reorganisation or sale of assets.

19.5. Force majeure. Operator shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, pandemics, acts of war or terrorism, cyberattacks, failures of telecommunications or Internet providers, industrial action, embargoes, governmental acts, or failure of third-party suppliers.

19.6. Notices. Notices to Operator shall be sent to USA Recmar, Corp., 1917 NW 79 Avenue, Doral, FL 33126, United States of America, or to info@usarecmar.com. Notices to the User shall be sent to the email address associated with the User's account and shall be deemed received on the date of dispatch.

19.7. Language. These Terms are published in English and in Spanish for the benefit of Users in the American continent. In the event of discrepancy, the English version shall prevail.

19.8. Headings. Section headings are for convenience only and shall not affect the interpretation of these Terms.

19.9. Contact. Any question regarding these Terms may be addressed to info@usarecmar.com.