USWE NORTH AMERICA DEALER AGREEMENT

TERMS AND CONDITIONS

Section 1. Statement of Facts

1. 1. Giant Loop LLC is the USA subsidiary of USWE Sports AB, distributing gear as shown in the Company's Dealer

Price Sheet hereto as "Exhibit X' (each a "Product" and collectively, the "Products").

1.2. Dealer wishes to act as a dealer and sell the Products to retail customers.

Section 2. Appointment of Dealer

Subject to the terms and conditions set out herein, Company hereby appoints Dealer, and Dealer hereby accepts such appointment,

as Company's authorized Dealer during the term of this Agreement, which is one year from date signed.

Section 3. General Duties of Dealer

Dealer must, at all times during the Term, use Dealer's best efforts to enhance the image and reputation of Company and the Products

and to vigorously sell, and actively promote and maximize sales of and stimulate demand for, the Products to consumers in connection

with Dealer's retail business. Such efforts shall include, but not be limited to, promptly servicing all customers, soliciting new

customers, and cooperating and participating in any Company advertising and sales promotion programs. Dealer must also provide

reasonable "after sale" support to Product purchasers and generally perform such sales related activities as are reasonable to promote

the Products. Dealer agrees to devote sufficient time, resources and effort to perform Dealer's obligations under this Agreement.

Section 4. Dealer Representations and Warranties.

Dealer represents and warrants that Dealer's execution of and performance under this Agreement does not and will not {i) conflict

with or result in a breach of or constitute a default under any agreement or understanding that Dealer may have with any other person;

{ii) violate any law, judgment or order to which Dealer is subject; or {iii) require the consent, authorization, or approval of any person,

including but not limited to any governmental body.

Section 5. Products.

5.1. Company may add Products to, or delete Products from, Exhibit A at any time and in Company's sole unfettered discretion,

with or without prior notice to Dealer.

5.2. Notwithstanding any other provision of this Agreement, Company has and reserves the right, in its sole discretion and without

notice, to modify the specifications and characteristics of its Products and to discontinue the distribution and sale of any Products.

Company further has and reserves the right to cancel, modify or condition any right of Dealer under this Agreement as necessary to

prevent a violation of any applicable law, rule or regulation of any country or other political subdivisions thereof ( each a "Law" and

collectively, the "Laws").

Section 6. Obligations of Dealer.

6.1. Dealer agrees to (i) maintain ethical business practices and standards; {ii) comply with all applicable Laws in performing

Dealer's obligations under this Agreement; and {iii) refrain from any activities which are illegal, unethical, or which might damage

Company's products or reputation.

6.2. Dealer agrees to maintain such records as are required by this Agreement or under any applicable Laws.

6.3. Dealer shall provide and maintain, without expense to Company, a suitable place of business with adequate facilities and

sufficient personnel for the sale and distribution of the Products and to fulfill all other additional objectives agreed to in writing by

Company and Dealer, and shall obtain and maintain any and all permits, licenses and other forms of clearance necessary for the

conduct of Dealer's business.

6.4. Dealer will sell only Products that bear Company's markings or trademarks. Dealer will not alter, modify or in any way

change the Products or the markings or trademarks thereon without Company's prior written approval.

6.5. Dealer shall not reverse engineer, tamper with or otherwise inspect any Technical Information of any Product in an effort

to learn or discover how the Product is made or engineered. "Technical Information'' means unpublished research and development

information, know-how, trade secrets, internal pricing information and technical data belonging to Company or its suppliers, and

"know how" means trade secrets, technical data and knowledge about any of the Products or their design, engineering, development,

manufacture, production, testing or potential uses.

6.6. Dealer must only sell the Products to consumer end-users. Dealer agrees not to sell the Products to any commercial re-seller,

wholesaler, or distributor. THIRD PARTY SALES CHANNELS, SUCH AS AMAZON ARE NOT ALLOWED.

6.7. Dealer shall offer and sell Products only in accordance with specifications and warranty schedules provided by Company and

shall not make any representation, guaranty or warranty concerning any of the Products except as expressly authorized by Company.

6.8. Dealer must maintain an inventory of Products sufficient in quantity and range of products to assure adequate and timely "off

the shelf" delivery to customers. The minimum level of inventory shall be as jointly established by Company and Dealer and adjusted

from time to time as market conditions warrant. This requirement is in addition to, and not in limitation of, Dealer's Minimum

Purchase Requirements. Company retains the right to inspect Dealer's inventory at any time with advance notice.

6.9. Dealer shall diligently assist customers' personnel in using the Products and shall perform such additional customer services

as good salesmanship requires and as Company may reasonably request.

6.10. Dealer shall follow up sales leads supplied by Company.

6.11. Dealer shall promptly advise Company of (i) any changes in Dealer's status, organization, personnel, and similar matters, (ii)

any changes in the key personnel, organization, and status of any major customers of Company or Dealer of which Dealer is aware, and

(iii) any political, financial, legislative, industrial or other events that could affect the mutual business interests of Dealer and Company,

whether harmful or beneficial.

6.12. Dealer shall pay all fees, taxes and duties which may be imposed on the Products purchased by Dealer. To the extent that

any fees, taxes or duties on Products sold to Dealer are assessed against or collected from Company, Dealer shall promptly reimburse

Company.

6.13. owed to Company.

Dealer shall fully comply with all of its obligations to Company, including, without limitation, paying when due all amounts

Section 7. Obligations of Company.

7.1. Company shall use its reasonable efforts to meet the requirements of Dealer for Products. Under no circumstances shall

Company be liable to Dealer or anyone else for Company's failure to fill accepted orders, or for Company's delay in filling accepted

orders. Company is not obligated to provide any free demonstration units or samples of the Products.

7.2. Company will at its discretion, provide marketing materials and support to authorized Dealer for the Products.

7.3. On Dealer's request, Company shall render sales assistance, promotional advice, and technical training to Dealer and its

personnel, when Company determines that such assistance can be reasonably provided.

Section 8. Mutual Obligations and Rights.

8.1. Each party will use its best efforts to secure any licenses, permits and other authorizations as now or later required for the

party to perform its obligations under this Agreement.

8.2. Neither party shall be obligated to render any performance or take any action which violates any Law, including, without

limitation, any Law applicable to exports and imports.

Section 9. Minimum Purchase.

Dealer is obligated to purchase a minimum amount and value of Products to maintain Dealer's rights and good standing under this

Agreement. Dealer's initial order under this Agreement must be for no fewer than ten (3) Products or Products with an aggregate

net sales price of $500.00 (the "Order Minimum''). Dealer agrees to order no fewer than five (5) pieces during the initial Term and

each subsequent twelve {12) month period (the "Minimum Purchase Requirements"). If Dealer fails to meet the Minimum Purchase

Requirements, Company may, at Company's sole option, elect to terminate this Agreement as set forth below in Section 21.6. Amounts

credited towards the Minimum Purchase Requirements shall include the total purchase price of Products, net of taxes, and shall not

include duties, transportation and other charges.

Section 10. Purchase Orders.

All sales of Products by Company to Dealer hereunder are expressly conditioned on Dealer's acceptance of the provisions of this

Agreement and Company's order acknowledgment, if any, and shall not be subject to the terms and conditions contained in any

purchase order of Dealer, which Dealer acknowledges shall be and are superseded and replaced in their entirety by this Agreement.

The terms and conditions in this Agreement and any order acknowledgment generated by Company shall in all instances control.

Section 11. Deliveries

11.1. All deliveries of Products by Company pursuant to this Agreement will be made FCA Company's place of business as set forth

on Pagel, incorporating the definition of FCA in Incoterms• 2010 except that Company shall be responsible for arranging carriage on

behalf of Dealer and at Dealer's sole cost and expense. Products will be consigned to carriers for shipment to Dealer via commercial

ground carriage. Dealer may, at its sole cost and expense, request alternative handling at the time of ordering.

11.2. The initial minimum order quantity shall be ten ( 10) pieces, exclusive of t-shirts and promotional items. Changes to

minimum order quantities for any order of Products shall be as communicated by Company to Dealer from time to time (these

minimum order quantities are in addition to, and not in limitation of, the Minimum Purchase Requirements).

Section 12. Price.

Subject to the other provisions of this Section 12, Products shall be sold to Dealer at the prices set forth in the price schedule included

in Exhibit A (the "Dealer Pricing"). Dealer Pricing is on a FCA Company's place of business basis, as defined by Incoterms• 2010.

For purposes of clarity, and without limiting or expanding on either party's obligations under FCA terms, Dealer Pricing excludes all

costs of shipping the Product(s) to Dealer, and all Federal, State or other governmental division taxes, duties, levies and assessments

applicable in any way to or arising from the sale and delivery of the Product to Dealer. Dealer Pricing may be replaced, modified,

amended or revised by Company from time to time and are subject to change by Company at any time. Notwithstanding any Dealer

Pricing or any of the foregoing, final Product pricing for any order accepted by Company will be as stated in Company's order

acknowledgment.

Section 13. Payments.

Dealer must pay Company in full and in advance for all Products ordered prior to shipment of the Products. Company will

accept payments by cash, credit card, PayPal or check at the time of ordering.

Section 14. Change and Cancellation of Orders.

14.1. All orders by Dealer for Products shall be subject to such reasonable allocation as, in the sole judgment of Company, may be

necessary or equitable in the event of any shortages of the Products at any time.

14.2. If Dealer shall default in any payment due Company or if Dealer's financial condition shall at any time in Company's sole

discretion appear inadequate, Company shall have the right, without limitation, to cancel any accepted orders, delay any shipments to

Dealer until any assurances required by Company are received, or terminate this Agreement in accordance with Section 21.

Section 15. Excusable Delays and Failures (Force Majeure).

Company assumes no liability and shall not be liable for any delay in performance of any of its obligations hereunder caused in whole

or in part, directly or indirectly by strikes, lockouts or any other labor troubles, fires, floods, earthquakes, explosions, acts of God,

accidents, wars, riots, revolutions, embargoes, changes in statutes or government regulations, or any act or order of any government

or governmental agency, delay in delivery of raw material, parts, or completed merchandise, by the supplier thereof or any other cause

beyond the control of or occurring without the fault of Company.

Section 16. Minimum Advertised Price

16.1. Dealer understands and acknowledges that Company has adopted a policy of requiring a minimum advertised price ("MAP")

for its Products in order to ensure that Product margins result in sufficient resources being available to Dealer to enable Dealer to

provide the pre-sale and post-sale services to the end consumer of the Products, to support the Products as a premium offering, and to

preserve the value of Dealer's rights in the Assigned Distribution Territory. Dealer must not advertise prices for Products or publish

any Listing (as defined in Section 18.1.1), in any medium whatsoever, that are below MAP as set out in this Section 16.

16.2. The MAP for each Product is the Manufacturer's Suggested Retail Price ("MSRP") set out in Untied States Dollars on Exhibit

A, as modified from time to time in accordance with Section 6 of this Agreement.

16.3. Dealer's agreement to refrain from advertising any Product for sale at a price below MAP shall apply to all Products sold by

Company to Dealer, except only those Products that have been discontinued and relieved from MAP by Company.

16.4. Other promotional offers not specifically related to the price of each Product, including without limitation free shipping offers,

are not prohibited or otherwise subject to MAP restrictions. Company at its sole discretion may suspend MAP during designated dates.

Section 17. Advertising.

17.1. In addition to Company's and Dealer's other rights and obligations under this Agreement related to advertising and

promotion, Company and Dealer may agree from time to time to initiate joint advertising programs and other forms of joint

promotion of Products. Company may agree to share a portion of such expenses with Dealer; provided, however, that Company is

under no obligation to do so absent a subsequent agreement between Company and Dealer.

17.2. Company shall, free of charge, provide Dealer with Product catalogs, data sheets and other promotional material in quantities

determined by Company.

17.3. Dealer may conduct its own advertising programs for the Products provided Dealer first obtains Company's approval of all

aspects of the advertising program in accordance with Section 18.1 of this Agreement. Dealer must not make any representations,

warranties or claims concerning the Products which are inconsistent with or exceed Company's written representations and warranties.

Section 18. Intellectual Property.

18.1. Use. During the Term, Dealer shall have the limited, non-exclusive right to indicate to the public that it is an authorized

Dealer of the Products and to advertise such Products under the trademarks, marks, and trade names that Company may adopt from

time to time, as applicable to the Products. This Agreement does not convey or grant, nor shall Dealer claim, any right, title or interest

in any of Company's Intellectual Property, as that term is herein defined. At no time during or after the Term shall Dealer challenge or

assist others to challenge Company's Intellectual Property or the registration thereof or attempt to register any trademarks, marks or

trade names confusingly similar to those of Company.

18.1.1. Approval of Representations. All representations of Company's trademarks, service marks, trade names or trade dress that

Dealer intends to use, in whatever media (each a "Listing"), must first be submitted to Company for approval of design, color, and

other details, which approval shall not be unreasonably withheld. While not meant to be exclusive, Dealer acknowledges and agrees

that Company's refusal to approve of a Listing under this Section 18.1.1 will be conclusively reasonable if such refusal is predicated one

or more of the following grounds: (i) that Company logos and trademarks are not included on a linked landing page; (ii) the Listing

includes any price below MAP as set out in Section 16, or fails to include the MSRP for each product shown; (iii) the Listing includes ad

copy that infers "discounted': "cheap" or "free" Products; (iv) the Listing uses outdated images of any Product; (iv) the Listing does not

represent a reasonable selection of the Products; (v) the Listing does not accurately represent the Company's brand or the Products.

18.1.2. Conditions Precedent to Right of Use. Dealer understands and acknowledges that the limited right of use granted pursuant

to Section 18.1 is contingent on Dealer's compliance with the following requirements: (i) Dealer is at the time of the publication of the

Listing in material compliance with the terms of this Agreement; (ii) Dealer has placed an order with Company for Products within one

hundred eighty (180) days prior to the publication of a Listing; and (iii) Dealer has obtained approval for the Listing in accordance with

Section 18.1.1.

18.2. Scope. For purposes of this Agreement, "Intellectual Property" means any and all now known or hereafter existing (a) rights

associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark, service mark, trade

dress, and similar rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design

rights, and other proprietary rights of every kind and nature; and (f) all registrations, applications, renewals, extensions, or reissues of

the foregoing.

18.3. Retention of Ownership. Dealer acknowledges that Company owns and will retain all right, title, and interest, including

all Intellectual Property in and to the Products and all components thereof, and any other work product, developments, inventions,

technology or materials provided under this Agreement. Company expressly reserves all rights not expressly granted to Dealer in this

Agreement. Dealer agrees not to engage in any act or omission that would impair Company's Intellectual Property in the Products, and

any other materials, information, processes or subject matter proprietary to Company.

18.4. New Intellectual Property. Dealer hereby agrees that ownership, including without limitation any Intellectual Property, in

and of any inventions, improvements, processes, information, developments, use(s), or other work capable of protection under the

intellectual property laws of any country, that is conceived, generated, or developed, whether solely or jointly with others, that uses

or is in any way derived from Company's Intellectual Property, the Products, or any materials, information, or suggestions furnished

to Dealer by Company under this Agreement shall automatically and immediately be deemed to vest and become the Company's

Intellectual Property.

18.5. Documentation. Dealer agrees to make and maintain adequate and current written records of all such inventions,

improvements, processes, information, developments, use(s), or other work capable of protection under the intellectual property laws

of any country in the form of notes, sketches, drawings, prototypes, or reports relating thereto; which records shall be and remain

the property of and be available to the Company at all times and Dealer agrees to promptly disclose to the Dealer all such inventions,

improvements, processes, information, developments, use(s), or other work capable of protection under the intellectual property laws

of any country.

18.6. Execution of Documents and Assistance. At any time requested by Company, either during the Term of this Agreement or

after termination thereof, and without charge to Company, but at Company's expense, Dealer will execute, acknowledge, and deliver

all such further papers, including applications for patents, and to perform such other lawful acts as, in the opinion of Dealer, may

be necessary to obtain or maintain patents, copyrights, or other legal recognition or projection for such inventions, improvements,

processes, information, developments, use(s), or other work in any and all countries and to vest title thereto in Dealer, its successors,

assigns, or nominees.

Section 19. Company Indemnification.

COMPANY SHALL INDEMNIFY AND DEFEND DEALER FROM AND AGAINST ALL CLAIMS, DEMANDS AND

PROCEEDINGS, ACTIONS, LIABILITIES AND COSTS (EACH A "CLAIM" AND COLLECTIVELY, "CLAIMS") RESULTING

FROM ANY ACTUAL OR ALLEGED INFRINGEMENT BY THE PRODUCTS OR COMPANY'S PRODUCTS ON ANY PATENT,

TRADEMARK, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY; PROVIDED THAT

DEALER SHALL NOT BE INDEMNIFIED OR DEFENDED TO THE EXTENT ANY OF THE CLAIMS RESULT FROM OR ARISE

OUT OF (I) DEALER'S COMBINATION OF ANY OF THE PRODUCTS OR COMPANY TRADEMARKS WITH ANY MARK,

SERVICE OR PRODUCT NOT PROVIDED BY COMPANY, WHERE THE CLAIM WOULD NOT HAVE OCCURRED BUT

FOR THE COMBINATION; OR (II) DEALER'S MODIFICATION OF ONE OR MORE OF THE PRODUCTS OR COMPANY

TRADEMARKS, WHERE THE CLAIM WOULD NOT HAVE OCCURRED BUT FOR THE MODIFICATION.

Section 20. Dealer Indemnification.

DEALER HEREBY RELEASES AND AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS COMPANY AND EACH

OF COMPANY'S PRESENT AND FUTURE SUCCESSORS, ASSIGNS, SHAREHOLDERS, DIRECTORS, OFFICERS, MEMBERS,

MANAGERS, ASSIGNEES, PARTNERS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES OF COMPANY FOR,

FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, PROCEEDINGS, DAMAGES, LIABILITIES, AND EXPENSES OF

EVERY KIND, WHETHER KNOWN OR UNKNOWN AND WHETHER OR NOT FORESEEABLE, INCLUDING WITHOUT

LIMITATION, RELATING TO PRODUCT DEFAULT, BODILY INJURY, PROPERTY DAMAGE, LOSS OF LIFE AND/OR LOSS OF

SERVICES, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY'S FEES (COLLECTIVELY, "CLAIMS"), RESULTING

FROM OR ARISING OUT OF: (I) ANY AND ALL LIABILITY UNDER LAWS RELATING TO DEALER'S EMPLOYEES; (II)

CLAIMS BY DEALER'S EMPLOYEES OR SUBCONTRACTORS FOR COMPENSATION OR FOR SEVERANCE, LIABILITY OR

OTHER PAY OR UNDER ANY CONTRACT OR AGREEMENT; (III) THE ACTS OR OMISSIONS OF DEALER OR ITS AGENTS,

EMPLOYEES OR OTHER PERSONNEL; (IV) DEALER'S FAILURE TO PAY ANY TAX ARISING OUT OF OR RESULTING FROM

ANY COMPENSATION PAID BY COMPANY TO DEALER; (V) THE PERFORMANCE OR NON-PERFORMANCE OF DEALER'S

DUTIES UNDER THIS AGREEMENT, WHETHER RESULTING FROM THE ACTIONS OR INACTIONS OF DEALER OR ANY

OF DEALER'S REPRESENTATIVES, EMPLOYEES, AGENTS OR OTHER PERSONNEL, IF ANY; OR (VI) DEALER'S BREACH OF

ANY OF DEALER'S REPRESENTATIONS, WARRANTIES OR COVENANTS IN THIS AGREEMENT.

Section 21. Duration and Termination.

21.1. This Agreement shall commence as of the Effective Date and, unless earlier terminated pursuant to the other provisions of this

Section 21, shall continue for a period of twelve (12) months; provided, however, this Agreement shall be extended automatically for

additional twelve (12) month terms unless either party shall notify the other party of its election to terminate this Agreement at least 30

days prior to the anniversary date for which such termination is effective. Such termination election may be referred to as a "Notice of

Non-renewal:'

21.2. A party ("non-breaching party") may terminate this Agreement on written notice to the other party ("breaching party") if the

breaching party fails to comply with any term or condition of this Agreement or to fulfill any obligation of the breaching party under

this Agreement within thirty (30) days after notice by the non-breaching party specifying the nature of the breach with reasonable

particularity. The above provisions of this Section 22.2 are subject to the provisions of Sections 21.3, 21.4, 21.5, 21.6 and 21.7 below,

which allow Company to terminate this Agreement effective on notice (and without a cure period) in certain circumstances.

21.3. Either party may terminate this Agreement on written notice to the other party if the other party shall: (i) file a voluntary

petition in bankruptcy or be the subject of an involuntary petition in bankruptcy which is not dismissed within thirty (30) days of

the date of filing; (ii) be voluntarily or involuntarily dissolved; or (iii) have a receiver, trustee or other court officer appointed for its

property in connection with any such bankruptcy proceeding, liquidation or insolvency proceeding.

21.4. Company may terminate this Agreement on written notice to Dealer in the event there is a substantial change in the

management or geographical location of Dealer which Company, in its sole discretion, deems adverse to Company's interests.

Company shall also have the termination rights specified in Section 28.1 below.

21.5. Company may terminate this Agreement on written notice to Dealer if Company determines that Dealer has engaged in fraud,

misconduct, or malfeasance which, in Company's sole discretion, is detrimental to the interests of Company.

21.6. Company may terminate this Agreement on written notice to Dealer if Dealer fails to meet any Minimum Purchase

Requirements or defaults in any payment due Company, or if Dealer's financial condition shall at any time in Company's sole discretion

appear inadequate

21. 7. If any Law relating to the relationship created by this Agreement presently grants, or in the future will grant, rights to

Dealer which are not granted by this Agreement, then Company may, at Company's option on written notice to Dealer terminate this

Agreement (i) immediately; or (ii) effective as of the date that is one day prior to the date such Law becomes or is to become effective.

Further, either party may terminate this Agreement by written notice to the other party effective immediately if any Law prevents any

material obligation to be performed or any payment to be made hereunder.

21.8. On termination of this Agreement, Dealer shall discontinue representing or advertising that it is a Dealer of Company or any

of the Products, and Dealer shall not thereafter solicit or attempt to solicit business on behalf of Company or in any other manner, act

or attempt to act as Company's Dealer.

21.9. All of Company's Intellectual Property and Confidential Information (as the term "Confidential Information'' is defined in

Section 23 below) of every kind shall remain the property of Company. Within five (5) days after the termination of this Agreement,

Dealer shall return all items containing or depicting Company's Intellectual Property or Confidential Information to Company at

Dealer's expense. Dealer shall not thereafter use, retain or make copies of any such items or other confidential information that

may have been accessed by Dealer or provided to Dealer by Company. Effective on the termination of this Agreement, Dealer shall

immediately cease using any items containing or depicting Company's Intellectual Property or Confidential Information.

21.10. On termination or expiration of this Agreement, Company will have the option, but not the obligation, of repurchasing all

or any portion of Dealer's stock inventory of Products valued at the effective Dealer cost as of the date of termination or at Dealer

acquisition price, whichever is lower.

21.11. With respect to any Products not repurchased by Company, Dealer shall have the right to sell such inventory of Products, in

Dealer's usual and customary manner, in the ordinary course of business, for a period of ninety (90) days following termination of this

Agreement and, notwithstanding such termination, the terms and conditions of this Agreement shall apply to any and all such sales.

Section 22. Relationship.

Each party is an independent contractor and is not an agent, employee or legal representative of the other party under this Agreement.

There is no agency, partnership, joint venture, franchise or any other relationship between the parties except that of a Dealership

relationship. All persons engaged by a party shall be that party's employees, legal representatives or agents but not those of the other

party. Dealer is not authorized to enter into any contracts or to create any obligations, commitments or responsibilities ( express or

implied) on behalf of, or in the name of Company, or to bind Company in any manner whatsoever.

Section 23. Confidentiality and Nondisclosure

23.1. Dealer understands and agrees to be bound by the Nondisclosure & Non Use Agreement, attached hereto as "Exhibit B." For

purposes of this Agreement, the term "Confidential Information'' shall have the same meaning as set forth in the Nondisclosure and

Non Use Agreement.

23.2. Dealer will cause Dealer's personnel and other representatives to comply with the provisions of Nondisclosure & Non Use

Agreement, attached hereto as "Exhibit B."

Section 24. Returns; Disclaimer of Warranties

24.1. Company offers a limited money-back guarantee provided the Product is returned, in unused condition with original receipt,

within 30 days of purchase. Company reserves the right to subtract a 15% re-stocking fee from the refund amount. Notwithstanding

the forgoing, Company will not accept returns of Products that have been discontinued, are in distressed condition, are missing parts,

or are otherwise not in re-sellable condition. Standard shipping fees will apply to exchanged items and are paid by the Dealer, or if

passed through by Dealer, the customer. If Dealer receives damaged or defective goods or items that Dealer not order, the items must

remain unopened and unused in order to receive a full refund from Company, which refund shall including return shipping if it is a

result of Company error or manufacturers' defect.

24.2. All Products shall be warranted by Company only in accordance with the terms set forth in Company's limited warranty

for the Products as the same is included in Product packaging and as such limited warranty is set forth in Company's current warranty

policy, which may be changed by Company from time to time in Company's sole discretion. Dealer must not and will not alter or

modify Company's Limited Warranty. The remedies set forth in the Company's Limited Warranty shall be the exclusive remedy for any

breach of Company's warranty. Dealer shall promptly notify Company of any warranty claim for Products in accordance with the

provisions in the Limited Warranty. If Company accepts the claim and the Product is to be returned to Company, written

authorization and shipping instructions will be transmitted to Dealer

24.3. All returns must be authorized in writing by Company's authorized representative prior to the return of the Products, freight

prepaid and at Dealer's risk.

24.4. EXCEPT AS EXPRESSLY STATED HEREIN, OR IN ANY COMPANY STANDARD LIMITED WARRANTY INCLUDED IN

THE PRODUCT PACKAGING, COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES IN CONNECTION

W ITH THIS AGREEMENT OR ANY OF THE PRODUCTS, EXPRESS, STATUTORY, IMPLIED, OR OTHERW ISE, AND HEREBY

DISCLAIMS AND EXCLUDES ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED,

INCLUDING, W ITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING OR USAGE OF

TRADE.

Section 25. Limitation of Liability.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, COMPANY'S AGGREGATE MONETARY LIABILITY

TO DEALER FOR ANY REASON AND FOR ANY AND ALL CAUSES OF ACTION, WHETHER IN CONTRACT, TORT, OR

OTHERWISE, SHALL NOT EXCEED THE AMOUNT THAT DEALER HAS PAID TO COMPANY FOR PRODUCTS DURING

THE 12-MONTH PERIOD IMMEDIATELY BEFORE THE CAUSE OF ACTION ACCRUED. FURTHER, COMPANY WILL

NOT BE LIABLE TO DEALER UNDER ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR

ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF COMPANY HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY AND DEALER AGREE THAT ON THE

EXPIRATION OR TERMINATION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR

ANY DAMAGES, EXPENDITURES, LOSS OF PROFITS OR SALE, OR PROSPECTIVE PROFITS OR SALES OF ANY KIND OF

NATURE SUSTAINED OR ARISING OUT OF, OR ALLEGED TO HAVE BEEN SUSTAINED OR TO HAVE ARISEN OUT OF,

SUCH TERMINATION. THE EXPIRATION OR TERMINATION OF THIS AGREEMENT SHALL NOT, HOWEVER, RELEASE

EITHER PARTY FROM MAKING PAYMENTS WHICH MAY BE OWING TO EITHER PARTY UNDER THE TERMS OF THIS

AGREEMENT. COMPANY'S PRICE FOR THE PRODUCTS AND COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT ARE

CONSIDERATION FOR LIMITING COMPANY'S LIABILITY TO DEALER.

Section 26. Recall.

If, in the judgment of Company, any Product defect or any government action requires a recall of, or the issuance of an advisory

letter regarding, any Product, Company may undertake such recall or issue such advisory letter. Notwithstanding anything in this

Agreement to the contrary, Company shall have the right to manage any such Product recall. In the event of a Product recall, Company

will supply Dealer a list of all Product and/ or parts that have been recalled (and where applicable serial numbers, shipping location

and dates). Company will provide shipping instructions for all such recalled Products and parts for which repairs will be conducted, or

alternative instructions for the repair or disposal of recalled Products and parts. Company's obligations, if any, with respect to recalled

Products or parts that are covered by Company's Limited Warranty will be as set forth under the terms of the applicable Limited

Warranty. Company's obligations with respect to Products and parts that are not covered by Company's Limited Warranty, whether

due to being outside of the applicable warranty period or otherwise, will be determined on a case by case basis by Company in its sole

discretion and in accordance with applicable law. Dealer will assist Company to the best of Dealer's abilities regarding any recalls and

in the implementation of any and all recall procedures of Company.

Section 27. Patent Infringement.

27.1. If a patent infringement action or other infringement action is commenced or threatened against Company as to one or more

of the Products and Company elects to, as a result, discontinue the sale of any particular Product, Dealer shall discontinue its effort to

market, promote and/or sell said Product immediately on receipt of written notice thereof from Company.

27.2. Dealer shall immediately notify Company in the event Dealer becomes aware of any activities of a third party that may

constitute infringement of any patents or pending patents on or related to the Products.

Section 28. Miscellaneous.

28.1. Assignability. This Agreement is personal to Dealer and may not be sold, assigned, delegated or transferred (in whole or in

part) by Dealer without the advance written consent of Company. Dealer shall promptly notify Company of any substantial change in

the nature or ownership of Dealer's business. In the event of a material change in the ownership or control of Dealer (as determined by

Company), or in the event of the sale by Dealer of that portion of the business operation which includes one or more of the Products,

and Company has not consented to that change or sale, then this Agreement may be terminated by Company at any time thereafter on

written notice from Company to Dealer given not less than ten ( 10) days in advance of the effective date of termination. For purposes

of clarity, and without limitation, Company may assign this Agreement to any subsidiary or holding corporation, or to any person

purchasing control of Company. In the event of a merger, consolidation, or sale of all or substantially all of the assets of Company,

the Company's successor will assume the rights, duties and liabilities of Company; and Dealer will remain bound by the terms of this

Agreement.

28.2. Binding Effect. This Agreement will be binding on the parties and their respective heirs, personal representatives, successors,

and permitted assigns, and will inure to their benefit.

28.3. Severability. If any provision of this Agreement is found invalid or unenforceable, such provision shall not affect any other

provision. In such event this Agreement shall be construed in all respects as though invalid or unenforceable provisions were omitted

28.4. Amendment; Waiver. Except as otherwise specifically provided in this Agreement, this Agreement may be amended only by

a written document signed by the parties. No waiver will be binding on a party unless it is in writing and signed by the party making

the waiver. A party's waiver of a breach of a provision of this Agreement will not be a waiver of any other provision or a waiver of a

subsequent breach of the same provision.

28.5. Notices. Any notices required or permitted by this Agreement must be in writing unless otherwise specified, and are

considered delivered: ( 1) on actual receipt if delivered personally, by fax, by a nationally recognized overnight delivery service or

e-mail; or (2) at the end of the fifth business day after being deposited for delivery by international registered, postage pre-paid and

return receipt requested. Notices must be sent to each party at their respective address set out below, or at such other address as a party

may designate by like notice to the other party:

Notices to Company:

Notices to Dealer:

Giant Loop LLC dbs USWE North America

ATTN: Mike Torvik

63025 O.B. Riley Road, Suite 17

Bend, OR 97703

For Returns: (458) 206-9113

sales.northamerica@uswe.com

(name, address, phone, email)

28.6. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State

of Oregon of the United States of America, the state in which this Agreement is deemed to have been executed and delivered, without

giving effect to any conflict-of-law principles that would result in the laws of any other jurisdiction governing this Agreement. The

United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement and does not apply to

this Agreement.

28.7. Arbitration. Except as otherwise permitted under Subsection 28.7.4, any controversy or claim arising out of or related to

this Agreement will be exclusively settled by binding arbitration before a single arbitrator in Bend, Oregon. The arbitration will be

conducted in the English language.

28.7.1. If the parties agree on an arbitrator, the arbitration will be held before the arbitrator selected by the parties. If the parties do

not agree on an arbitrator, each party will designate an arbitrator and the arbitration will be held before a third arbitrator selected by the

designated arbitrators. Each arbitrator will be an attorney knowledgeable in the area of business law.

28.7.2. Arbitration will be deemed to have commenced upon one party's nomination of an arbitrator. The arbitration will be

conducted in accordance with the then-current rules of the Arbitration Service of Portland, Inc.

28.7.3. The resolution of any controversy or claim as determined by the arbitrator will be final and binding on the parties.

28.7.4. A party may seek from a court an order to compel arbitration, or any other interim equitable relief or provisional remedies

pending a final arbitration award. Any such action or proceeding must only be brought in a local or state court located in Deschutes

County, Oregon, or the United States District Court for the District of Oregon, Eugene Division, which court's jurisdiction will be

exclusive.

28.7.5. For the purposes set forth in Section 28.7.4, each party consents and submits to the jurisdiction of any local or state court

located in Deschutes County, Oregon, or the United States District Court for the District of Oregon, Eugene Division.

28.8. Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and together shall

constitute one instrument. Copies of signature by facsimile or otherwise shall be treated as original signatures.

28.9. Enforceability. If a provision of this Agreement is determined to be unenforceable in any respect, the enforceability of the

provision in any other respect and of the remaining provisions of this Agreement will not be impaired.

28.10. Remedies. The parties will have all remedies available to them at law or in equity. All available remedies are cumulative and

may be exercised singularly or concurrently.

28.11. Exhibits. Exhibit A Dealer Price Sheet provided when this Agreement is executed, and Bis attached to this Agreement.

28.12. Language. The English language version of this Agreement will be the only authentic version, regardless of whether a

translation in any other language is made.

28.13. will do so.

Survival. All provisions of this Agreement that would be reasonably expected to survive the termination of this Agreement

28.14. Construction. The language in all parts of this Agreement shall in all cases be construed according to its fair meaning and

not strictly for or against either party. Without limitation, there shall be no presumption against either party on the ground that such

party was responsible for drafting this Agreement or any part of it. For purposes of this Agreement, the term "person'' means any

natural person, corporation, limited liability company, partnership, joint venture, firm, association, trust, unincorporated organization,

government or governmental agency or political subdivision, or any other type of entity. All pronouns contained herein and any

variations thereof will be deemed to refer to the masculine, feminine, or neutral, singular or plural, as the identity of the parties may

require. The singular includes the plural and the plural includes the singular. The word "or" is not exclusive. The words "include;'

"includes," and "including" are not limiting. The headings contained in this Agreement are for convenience of reference only and do

not define, limit, or enlarge the scope or meaning of the provisions of this Agreement.

28.15. Entire Agreement. This Agreement contains the entire understanding of the parties regarding the subject matter of this

Agreement and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the parties

with respect to the subject matter of this Agreement.

28.16. Acknowledgement. Dealer acknowledges that Dealer has read and understands this Agreement, is fully aware of its legal

effect, and has entered into it freely and voluntarily and based on Dealer's own judgment and not on any representations or promises

other than those contained in this Agreement. Dealer has either consulted with Dealer's own legal counsel or has knowingly waived

Dealer's right to do so.

28.17. Authority. The signatories to this Agreement warrant that they have the authority to execute this Agreement on behalf of the

parties to this Agreement and that any entity on whose behalf they are signing has executed this Agreement pursuant to its governing

documents or a resolution of those having the power to control its affairs of this nature.

28.18. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and together shall

constitute one instrument. Copies of signature by facsimile or otherwise shall be treated as original signatures.

Giant Loop LLC DBA USWE North America