AISIN U.S.A. WEBSITE TERMS OF USE This agreement (the "Agreement") between Aisin U.S.A. Mfg., Inc. ("Aisin U.S.A.") and you governs your use of the aisinusa.com website (the "Website"). Your use of the Website constitutes your acceptance without modification of all of the terms, conditions, and notices contained herein. In consideration of your agreement to these terms, conditions, and notices, and for other valuable consideration, Aisin U.S.A. grants to you a nonexclusive, nontransferable, limited, terminable license to access and use the Website. Aisin U.S.A. reserves all rights not expressly granted in this Agreement. To improve our ability to serve you, Aisin U.S.A. may make modifications, improvements, deletions, or amendments to the Website at any time we deem appropriate. Any and all relevant portions of this Agreement will apply automatically to all modifications, improvements, deletions, and/or amendments as they appear. In addition, Aisin U.S.A. reserves the right at any time to modify the terms and conditions of this Agreement, or any part thereof, or to impose new conditions on the Agreement. Except as otherwise stated herein, any modification to this Agreement shall be effective ten (10) days after it initially is posted on the Website. Your use of the Website after any such change will be conclusively deemed acceptance of such change. This Agreement was last revised on September 11, 2001. The Website may contain windows or hyperlinks which provide access to other websites not affiliated with the Website or with Aisin U.S.A. (the "External Websites"), or to informational content provided by the External Websites. Your use of such External Websites or informational content, while subject to the terms of this Agreement, is also subject to and governed by the terms and guidelines, if any, contained within such External Website. Aisin U.S.A. is not liable for and does not endorse nor make any representations or warranties concerning any informational content, products, services, software, or other materials available on such External Websites, even if a page or pages of the External Website is framed with a page of this Website. Aisin U.S.A. is not responsible for the privacy practices or the content of External Websites. For your protection, please refer to the terms of service and privacy policies of the respective External Websites. You acknowledge, understand, and agree that Aisin U.S.A. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such informational content, products, services, software, or other materials available on or provided by any External Website. Vendors of certain products and services may contract with us to advertise their products and services on this Website. We do not endorse nor make any representations or warranties concerning any vendor products or services advertised on this Website. Your decision to make purchases from any such vendor is completely voluntary and within your sole discretion. You are solely responsible for payment of all costs or fees associated with the purchase of products and services from vendors which advertise on this Website, including payment of all shipping charges, applicable sales tax, or other taxes, assessments, or fees imposed by applicable law. Aisin U.S.A. is the owner and/or authorized user of any trademark, registered trademark and/or service mark appearing on the Website, and is the copyright owner or licensee of the content and/or information on the Website, including but not limited to any screens appearing on the Website. By placing them on the Website, Aisin U.S.A. does not grant to any Website user any license or other authorization to copy or use its trademarks, registered trademarks, service marks, copyrightable material, or other intellectual property, except as provided herein. Various products and services described on the Website may carry registered or other trademarked symbols that are the sole property of their respective owners. You may view, print, and download portions of the content and/or information of the Website solely in connection with your use of the Website, and solely for your own use or records. Aisin U.S.A. reserves the right to revoke this authorization at any time. In printing or downloading content and/or information from the Website, you agree not to change or delete any proprietary notices, trademarks, and the like from any printed or downloaded content and/or information. Except as otherwise provided in this Agreement or as consented to in writing by Aisin U.S.A., you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other website, transfer, or sell any content and/or information appearing on the Website. Furthermore, you may not attempt to view, disclose, copy, reverse engineer, disassemble, decompile or otherwise examine the Website source code. If you make use of the Website other than as authorized herein, you may be in violation of copyright laws and other laws of the United States and other countries, as well as applicable state laws, and may be subject to penalties and/or legal or equitable remedies available to Aisin U.S.A. or its licensor. You shall not post or transmit: (i) any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or foreign law; (ii) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial or non-commercial communication except as otherwise expressly permitted by Aisin U.S.A.; or (iii) any information or software which contains a virus, trojan horse, worm, or other harmful component. You shall not access or attempt to access password protected, secure, or non-public areas of the Website, except with the authorization of Aisin U.S.A. Aisin U.S.A. has no obligation to monitor the Website; however, you acknowledge and agree that Aisin U.S.A. has the right to monitor the Website electronically from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation, or other governmental request, to operate the Website properly, or to protect itself. You understand and expressly agree that use of the Website is at your sole risk. Aisin U.S.A. does not guarantee, represent, or warrant that your use of the Website will be uninterrupted, error free, or virus free, or that the Website will meet your requirements. In addition, no warranty is made as to the results that may be obtained from use of the Website, or as to the accuracy, reliability, or content of any product, service, or information provided through or in connection with the Website. Although Aisin U.S.A. uses reasonable security and encryption provisions, we do not guarantee and make no representations or warranties concerning our ability to prevent unauthorized access of or tampering with the Website or information accessible through the Website. You acknowledge that information transmitted through the Internet or accessible through the Internet is never completely secure. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, SERVICES, OR UNINTERRUPTED ACCESS. SPECIFICALLY, AISIN U.S.A. DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, PRODUCTS OR SERVICES; AND, (2) ANY WARRANTIES OF TITLE, OF NON-INFRINGEMENT, OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM A COURSE OF DEALING, TRADE USAGE, OR TRADE PRACTICE. THIS DISCLAIMER APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF AISIN U.S.A.'S RECORDS OR INFORMATION, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. NEITHER AISIN U.S.A. NOR ANY OF ITS DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, OR LICENSORS (COLLECTIVELY, "AISIN U.S.A. MEMBERS") SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ATTORNEYS' FEES, ARISING OUT OF YOUR USE OF THE WEBSITE OR INABILITY TO GAIN ACCESS TO OR USE THE WEBSITE OR OUT OF ANY BREACH OF ANY WARRANTY, EVEN IF AISIN U.S.A. OR THE AISIN U.S.A. MEMBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, IN SUCH STATES AND JURISDICTIONS LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL AISIN U.S.A.'S LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED THE LESSER OF: (A) ONE THOUSAND DOLLARS ($1000.00); OR (B) THE AMOUNTS PAID BY YOU TO AISIN U.S.A. IN THE THREE (3) MONTHS PRIOR TO THE DATE OF ACCRUAL OF ANY SUCH CLAIM. YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER AISIN U.S.A. NOR ANY AISIN U.S.A. MEMBER IS LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. CESSATION OF YOUR USE OF THE WEBSITE IS YOUR SOLE RIGHT AND REMEDY WITH RESPECT TO ANY DISPUTE WITH AISIN U.S.A. The failure of Aisin U.S.A. to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement shall remain in full force and effect. Any ambiguities in this Agreement shall not be strictly construed against the drafter of the language concerned, but shall be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting. This Agreement shall not be construed against any party by reason of its preparation. The provisions of this Agreement which by their nature extend beyond the termination of this Agreement shall survive termination of this Agreement. This Agreement and the relationship between you and Aisin U.S.A. shall be governed by the laws of the State of Indiana, USA, without regard to any conflict of law provisions of any State or jurisdiction. You and Aisin U.S.A. agree to submit to the personal and exclusive jurisdiction and venue of the courts located within the State of Indiana, USA, in the event of any dispute arising under this Agreement, and waive any future right to object to such jurisdiction and venue. This Agreement, including any documents referenced herein and any additional operating rules as posted on the Website represents the entire understanding between you and Aisin U.S.A. regarding your use of the Website. This Agreement supersedes all previous written or oral agreements between you and Aisin U.S.A. with respect to such subject matter. Notwithstanding any provisions of this Agreement, Aisin U.S.A. has available all remedies at law or equity to enforce this Agreement. BY USING THE WEBSITE YOU AGREE TO BE BOUND BY THIS AGREEMENT. 866094.1