TERMS AND CONDITIONS OF USE

Thank you for visiting www.watters.com. We have prepared these Terms and Conditions (the “Terms”) to ensure that you understand your rights and obligations and your experience on our website is one you'll want to repeat again and again. WATTERS.com LLC (“WATTERS”) provides this site (the “Website”) as a service to its customers. Please review the following Terms that govern your use of the Website. Please note that your use of the Website constitutes your agreement to follow and be legally bound by these Terms. If you do not agree to these Terms, please do not use the Website. Although you may "bookmark" a particular portion of the Website and thereby bypass these Terms, your continued use of the Website indicates your continued acceptance of these Terms and your acknowledgement that you are still bound to the Terms. Since WATTERS may revise these Terms at any time, including as new features are added to the Website or as Internet law and standards evolve, you should visit this page periodically to review the Terms that govern your use of the Website. Should you have any questions concerning these Terms of any of our policies, please contact us at media@WATTERS.com.

The Website is owned and operated by WATTERS whose mailing address is 4801 Spring Valley Rd. Suite 108, Dallas, Texas, 75244.

Unless otherwise noted, all content posted on the Website is:

Copyright ©2015 Watters Designs, Inc. and WToo Partners L.P.

If you believe that your work has been posted on the Website in a way that constitutes copyright infringement, please follow the DMCA notice and take-down procedure described below.

All design and content featured on the Website, including navigational buttons and images, artwork, graphics, photography, text, and the like, and all rights therein, including copyrights, trademarks, trade dress, and/or other intellectual property, are owned, controlled, or licensed by WATTERS.

The Website in its entirety is protected by applicable copyright, trademark and trade dress laws. All worldwide rights, titles, and interests are reserved by WATTERS.

The contents of the Website and the Website as a whole are intended solely for your personal, noncommercial use. Any use of the Website and/or any of the content posted on the Website for any purpose other than personal and noncommercial is prohibited without the express prior written permission of WATTERS. Do not reproduce, publish, publicly display, publicly perform, modify, adapt, sell, distribute, transmit or otherwise use any of the materials or other content posted on the Website for any commercial purpose. WATTERS grants a limited, non-exclusive, restricted, non-transferable, non-sublicenseable, revocable license allowing you to download or electronically copy and print any of the content displayed on the Website for your personal, noncommercial use only. You may not modify any copies of any materials from the Website. All other rights are reserved to WATTERS.

You agree that you will not access or use the Website in any manner that could damage, disable, impair or cause undue burden on the Website and/or its host, servers, network, systems or other users. You agree that you will not attempt to interfere in any way with the operation of the Website, that you will not transmit any virus or worm to the Website, that you will not use any spider, robot or any other automated mechanism to access the Website and/or its servers or systems, and that you will not engage in flooding, spamming, mail-bombing, crashing or otherwise sending unsolicited e-mail to other users of the Website. You further agree that you will not attempt to access data that is not intended for your use, that you will not attempt to log on to a server or account that you are not authorized to access, and that you will not probe, scan or test the vulnerability of any system or network related in any way to the Website without authorization.

WATTERS reserves the right to withdraw or amend the Website, and any service or material WATTERS provides on the Website, in WATTERS sole discretion without notice. WATTERS shall not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, WATTERS may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for (i) making all arrangements necessary for you to have access to the Website and (ii) ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete.

If you choose, or are provided with, a user name, password or any other piece of information as part of WATTERS’ security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

WATTERS has the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

Given the unpredictability of technology and the online environment, WATTERS does not warrant that the function or operation of the Website will be uninterrupted or error-free, that defects will be corrected, or that the Website or the server that makes it available will be free of viruses or other harmful elements. As a visitor to and user of the Website, you must assume full responsibility for any costs associated with the servicing of equipment used in connection with the use of our website. As a visitor to and a user of the Website, you agree that your access will be subject to the Terms set forth and that access is undertaken at your own risk. WATTERS shall not be liable for damages of any kind related to your use of or inability to access the Website. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK.

WATTERS SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR LOST PROFITS, WHICH MAY RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THE WEBSITE. (BECAUSE SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.)

WATTERS MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY MATERIALS AND/OR SERVICES AVAILABLE FROM THE WEBSITE, ALL OF WHICH ARE BEING OFFERED “AS IS.” WATTERS MAKES NO WARRANTY OF NONINFRINGEMENT. WATTERS ASSUMES NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING THE WEBSITE OR YOUR DOWNLOADING OF ANY SOFTWARE OR MATERIALS FROM THE WEBSITE.

We endeavor to present the most recent, most accurate, and most reliable information on the Website at all times. However, there may be occasions when some of the information featured on the Website may contain incomplete data, typographical errors, or inaccuracies. Any errors are wholly unintentional and we apologize if erroneous information is reflected in merchandise price, item availability, or in any way affects your individual order. We reserve the right to amend errors or to update product information at any time without prior notice. In the event a WATTERS product is listed at an incorrect price due to photographical error, typographical error or error in pricing information from our suppliers, WATTERS shall have the right to refuse or cancel any orders placed for product listed at the incorrect price whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, WATTERS shall issue a credit to your credit card account in the amount of the incorrect price.

At WATTERS, we go out of our way to create the kind of distinctive merchandise for which the WATTERS brand is recognized. Please understand that many of the items featured on the Website are offered in limited quantities and, because of their limited availability, stock will not and cannot be refreshed. That means once an item is gone, it may be gone for good and not appear on the Website again. When an item featured on the Website is no longer available, we make every attempt to remove that item from the Website in a timely manner.

We have made every effort to display as accurately as possible the colors of our products that appear on the Website. However, due to monitor discrepancies, we cannot guarantee that your display of color will be accurate.

You shall indemnify, defend, and hold harmless WATTERS, its subsidiaries and affiliates, and their respective officers, directors, employees, agents, licensors and suppliers from and against any and all liabilities, claims, demands, claims, disputes, losses, expenses, damages and costs of any kind, including without limitation reasonable attorneys' fees and costs, made by any third party and resulting from or in any way connected with your use of the Website and/or any breach of your representations and warranties, including relating to any User Submissions, and/or any violation of these Terms or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the Website using your Internet account.

Although we will make every effort to respond quickly to applicable e-mail messages, WATTERS is under no obligation to respond to all pieces of correspondence received through this site, or to maintain your submitted comments in confidence, or to pay compensation of any kind for your comments or submissions. While we welcome your comments and feedback regarding the Website, our merchandise and our services, please do not send any confidential or proprietary ideas, suggestions, materials, or information. Please note that all of your comments, feedback, ideas, suggestions, and other submissions that are disclosed or submitted to WATTERS shall become and remain the property of WATTERS, except as set forth below. Any such disclosure or submission by you is a declaration of the full release of all proprietary claims and/or intellectual property rights regarding your submission. However, we will not use your name in connection with any such materials, information, suggestions, ideas or comments unless we first obtain your permission or otherwise are required by law to do so.

Notwithstanding any other provision contained in these Terms, in the event that the performance of any obligation of WATTERS is prevented due to acts of God or any government restriction, wars, hostilities, blockades, civil disturbances, strikes, lockouts, or any other cause beyond the reasonable control of WATTERS, then WATTERS shall not be responsible to you for any failure or delay in the performance of its obligations. The terms of this clause shall not exempt, but merely suspend, WATTERS from its duty to perform until as soon as practicable after a force majeure condition ceases to exist.

You may not assign your rights or obligations under this Agreement without the prior express written consent of WATTERS.

You may post or upload content you have created, including without limitation, photographs, your social media handle, videos, and comments (collectively, "User Submissions") to your social media accounts. By posting and uploading User Submissions, including User Submissions that you have tagged with #WATTERS or #WTOO or #WILLOWBY or other WATTERS brand hashtags, you grant to WATTERS and its third-party service providers who provide content management services (collectively, the "Licensed Parties") the perpetual, irrevocable, royalty-free, fully-paid, non-exclusive, transferable right to use your User Submissions in any manner to be determined in WATTERS's sole discretion, including but not limited to on its webpages, social media pages operated by WATTERS, and in its other marketing, promotional and advertising initiatives, in any media now or hereafter known. WATTERS may use, display, reproduce, distribute, transmit, create derivative works from, combine with other materials, alter and/or edit your User Submissions in any manner in its sole discretion, with no obligation to you whatsoever. You grant the Licensed Parties the right to use your username, real name, image, likeness, caption, location or other identifying information in connection with any use of your User Submissions. You hereby represent and warrant that (i) you own all rights in and to your User Submissions, (ii) you have permission from all person(s) appearing in your User Submissions to grant the rights granted herein; (iii) you are not a minor, and (iv) the Licensed Parties' use of your User Submissions as described herein will not violate the rights of any third party or any law. You hereby release, discharge and agree to hold WATTERS, the Licensed Parties, and any person acting on WATTERS's or their behalf harmless from any liability related in any way to the Licensed Parties' use of your User Submissions.

WATTERS has the right to (i) remove or refuse to post any User Submissions for any or no reason in our sole discretion, (ii) take any action with respect to any User Submission that we deem necessary or appropriate in our sole discretion,including if we believe that such User Submission violates the Terms, including if it infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for WATTERS, (iii) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy, (iv) take appropriate legal action, including without

limitation, referral to law enforcement, for any illegal or unauthorized use of the Website (v) terminate or suspend your access to all or part of the Website for[any or no reason, including without limitation, any violation of these Terms. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE WATTERS AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY WATTERS AND/OR ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER WATTERS OR LAW ENFORCEMENT AUTHORITIES.

We do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

User Submissions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User submissions must not:

- Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
- Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote or assist any unlawful act.
- Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Without limiting the foregoing, if you believe that your work has been copied and posted on WATTERS.com in a way that constitutes copyright infringement, please provide the following information to media@watters.com:

(i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed;

(iii) a description of where the material that you claim is infringing is located on WATTERS.com;

(iv) your address, telephone number, and e-mail address;

(v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

(vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Privacy. Use of Watters.com is also governed by our Privacy Policy, located on the Website and incorporated into these Terms by this reference.

Disclaimers. Website may contain links to other websites. WATTERS is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by WATTERS. Inclusion of any linked website on WATTERS.com does not imply approval or endorsement of the linked website by WATTERS. When you access these third-party sites, you do so at your own risk. WATTERS takes no responsibility for third party advertisements which are posted on this Website, nor does it take any responsibility for the goods or services provided by its advertisers. WATTERS is not responsible for the conduct, whether online or offline, of any person or entity appearing on or using the Website. WATTERS assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User communication. WATTERS is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any e-mail or players due to technical problems or traffic congestion on the Internet or on any of Watters.com or combination thereof, including any injury or damage to Users or to any person’s computer related to or resulting from participation or downloading materials. Under no circumstances shall WATTERS be responsible for any loss or damage, including personal injury or death, resulting from use of Watters.com, attendance at a WATTERS event or partner event, from any content posted on or through Watters.com, or from the conduct of any Users of Watters.com, whether online or offline. Watters.com is provided “AS-IS” and as available and WATTERS expressly disclaims any warranty of fitness for a particular purpose or non-infringement. WATTERS cannot guarantee and does not promise any specific results from use of WATTERS.com.

IN NO EVENT SHALL WATTERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WATTERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, WATTERS’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO WATTERS FOR PRODUCTS OR SERVICES.

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and to provide only acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

If there is any dispute about or involving the Website, you agree that the dispute shall be governed by the laws of the United States, including U.S. copyright and trademark laws, and with the laws of the State of Texas, U.S.A., without regard to conflict of law or choice of law provisions and you agree to the exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of Texas, City of Dallas]. Either WATTERS or you may demand that any dispute between WATTERS and you about or involving the Website must be settled by arbitration utilizing a single arbitrator and the dispute resolution procedures of the American Arbitration Association (AAA), provided that the foregoing shall not prevent WATTERS from seeking injunctive relief in a court of competent jurisdiction.

Your use of the Website constitutes your acceptance of these Terms, and your continued use confirm that acceptance.

These Terms constitutes the entire agreement between you and WATTERS regarding the use of the Website.

Any failure of WATTERS to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.

The section titles in these Terms are for convenience only and have no legal or contractual effect.

These Terms shall operate to the fullest extent permissible by law.

If any provision of these Terms is unlawful, void or unenforceable, that provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you acknowledge and agree that the court should endeavor to give effect to the intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Please report any violations of these Terms to us by e-mailing us at media@watters.com.