Acceptance of Terms

This website, located at ospreyeurope.resellerregistration.com (“Website”), is operated by UPPmarket, Inc. (“Data Processor”) as an agent of Osprey Europe Limited, the European distributor of Osprey products and a company registered in England and Wales with company registration no. 4881712 and with registered office address Talon House, Aston Way, Poole, Dorset BH12 4FE. VAT number GB835 1864 16 (“Osprey Europe” “us” “our”).

This Website provides users with access to information and materials about Osprey Europe and its retailers, agents and distributors. These materials may include information related to certain products and services offered by Osprey Europe ("Products and Services"). The Website also contains text, pictures, graphics, logos, button items, images, works of authorship, and other content (collectively, with all information and material about Osprey Europe and its Products and Services, referred to as "Content"). This Website is intended for use only by users who are at least 18 years of age.

PLEASE NOTE: Your access to and use of this Website are subject to these terms of use (“Terms of Use”), as well as all applicable laws and regulations. Please read these Terms of Use carefully. If you do not accept and agree to be bound by any of these Terms of Use, you are not authorised to access or otherwise use this Website or any information, Content or Products and Services contained on this Website. Your access to and use of this Website constitutes your acceptance of and agreement to abide by each of these terms and conditions set forth below. These Terms of Use may be changed, modified, supplemented or updated by Osprey Europe from time to time without advance notice by posting here and you will be bound by any such changed, modified, supplemented or updated Terms of Use if you continue to use this Website after such changes are posted. Unless otherwise indicated, any new Content added to this Website will also be subject to these Terms of Use effective upon the date of any such addition. You are encouraged to review the Website and these Terms of Use periodically for updates and changes. These Terms of Use apply to the entire contents of this Website and to any correspondence by email between us and you. Our Privacy Policy does not form part of these Terms of Use but it does apply to you and should be reviewed carefully. Some parts of this Website may also contain additional terms and provisions, which apply to you in addition to these Terms of Use.

If you have any questions about these Terms of Use, please contact Osprey Europe as indicated in the "Contacting Osprey Europe" section of these Terms of Use.

1. Authorised Access Only; Confidentiality Obligations

Distributors, agents and resellers of Osprey Europe ("Users") may, upon request from a User, be granted access by Osprey Europe to the password-protected portions of the Website (the "Portal"). For those individuals who are employees or agents of a User, by accessing the Portal, you represent and warrant to Osprey Europe that you are authorised by the User to access the Portal, and are entrusted by the User to provide information about the User. You confirm that the information that you provide is true, accurate, complete and up to date. You agree to take all reasonable precautions to safeguard the confidentiality of the Content and all information accessed on the Portal (collectively, the "Portal Protected Information"), exercising at least a degree of care suitable for the sensitivity of such information. You agree to immediately notify Osprey Europe of any unauthorised use or disclosure of the Portal Protected Information, and to take all necessary actions to prevent use or disclosure of the Portal Protected Information in breach of these Terms of Use or applicable law.

2. Password Accounts, Passwords, and Security

When accessing the Portal, you accept that you are entirely responsible for maintaining the security and confidentiality of your password and account and for any and all activities that occur under your account. You agree to (a) immediately notify Osprey Europe of any improper, unauthorised or fraudulent use of your account or any other breach of security of which you become aware, and (b) exit completely from your account at the end of each online session. Osprey Europe will not be liable for any loss that you or your employer may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Osprey Europe or another party due to someone else using your account or password. You may not use anyone else's account at any time, without the prior written permission of the account holder.

3. Limited License and Site Access; All Rights Reserved

Osprey Europe hereby grants you a limited license to access and make personal use of this Website and the Content, but not to download(other than page caching) or modify it, or any portion of it, except with express written consent of Osprey Europe. This license does not include any resale or commercial use of this Website or the Content; any derivative use of this Website or the Content; or any use of data mining, robots, or similar data gathering and extraction tools. This Website or any portion of this Website may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of Osprey Europe. You may not frame or utilise framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Osprey Europe without Osprey Europe’s express written consent. You may not use any meta-tags or any other "hidden text" utilising any of Osprey Europe’s name(s) or service marks without the express written consent of their owners. The Data Processor or Osprey Europe (and/or its direct and indirect (through one or more intermediaries) parent entities, subsidiary entities and/or affiliated entities and/or the respective third party owners of Content) retain all right, title, and interest in this Website and any Content, features, Products and Services offered on this Website, including any and all intellectual property rights. Osprey Europe (or the respective third party owners of Content) reserves all rights not expressly granted. Any unauthorised use or breach of these Terms of Use terminates the permission or license granted by Osprey Europe.

4. Copyright – ©2019 Osprey Europe; All rights reserved

Except as otherwise expressly stated, all Content appearing on this Website is the copyrighted work of Osprey Europe or its third party content suppliers and is protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement and assembly) of all Content is also the exclusive property of Osprey Europe and is protected by U.S. and international copyright laws. Osprey Europe shall not be liable for any damages or claims arising out of or related to your use of the Content. However, you could be held liable for losses incurred by Osprey Europe or another party as a result of your unauthorised use, copying or reproduction of the Website or the Content or your breach of these Terms of Use.

You may download your Distribution, Agency or Reseller agreement (as applicable) from this Website and print out a hard copy thereof for your personal use provided that you keep intact and do not remove or alter any copyright or other notice (e.g., trademark, patent, etc.) contained in those documents. Except as otherwise expressly stated herein, you may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any other information or Content obtained from this Website, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorisation of Osprey Europe or any applicable third party suppliers. The use of Content, including images, by you, or anyone else authorised by you, is prohibited unless specifically permitted by Osprey Europe. Any unauthorised use of text or images may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. Osprey Europe does not warrant or represent that your use of Content, Products and Services or any other materials displayed on this Website will not infringe rights of third parties. Your use of any of the Content beyond the scope of personal use may require a license from the owner of the rights to the data with respect to the use of portrait right, trademark, copyright, design right, right of utilisation or any other rights of the persons, products or landscape portrayed in the Content. Osprey Europe is not responsible and shall not be liable for any claims of ownership rights to any images or data against you. Any applicable license fee for such rights is not included in the purchase price of the Products and Services. You will indemnify, defend and hold harmless Osprey Europe from and against any losses or claims, by an owner of data or image rights or any third party resulting from any violation of these Terms of Use.

5. Trademarks and Service Marks

Certain trademarks are the service marks and trademarks of Osprey Europe or its parent company. The domain name for this Website, all page headers, custom graphics, and button icons are service marks, trademarks, logos, and/or trade dress of Osprey Europe or its parent company. All other trademarks, service marks, trade dress, product names, company names or logos, whether registered or not, on the Website are the property of their respective owners. In addition to complying with all applicable laws, you agree that you will not use any such trademarks, service marks, trade dress, or other logos from this Website without the prior written authorisation of Osprey Europe.

6. Ownership of information submitted via this Website

Any information you transmit to Osprey Europe via this Website, whether by direct entry, submission, e-mail or otherwise, including data, questions, comments, or suggestions (“Your Communications”), will become the property of Osprey Europe. Any such information may be used for any purpose, including, without limitation, aggregation, reporting, reproduction, solicitations, disclosure, transmission, publication, broadcast, and posting, subject to the terms of Osprey Europe’s Privacy Policy with respect to your personal and confidential business information. Subject to the terms of Osprey Europe Privacy Policy, Osprey Europe shall be free to use any ideas, concepts, know-how, or techniques contained in any of Your Communications sent to Osprey Europe via this Website or by any other means for any purpose whatsoever, including, without limitation, developing and marketing products using such information.

Osprey Europe makes no representations and assumes no responsibility or liability relating to any of Your Communications, specifically regarding the content, accuracy, completeness, legality, reliability or trustworthiness of Your Communications.

You undertake to ensure that Your Communications are true, accurate, not misleading and free from viruses and defamatory, discriminatory, obscene, offensive, harmful or otherwise illegal or unlawful content.

7. Connection Requirements and Functionality

You are responsible for providing and maintaining, at your own risk, option and expense, any hardware, software and communication lines required to access and use this Website, and Osprey Europe reserves the right to change the access configuration of this Website at any time without prior notice.

Osprey Europe is not obliged to ensure or maintain functionality and continuity of the Website and there may be some errors, delays or interruptions affecting the Website and/or the Content (“Errors”) that may occur for various reasons, such as internet instability, server or network issues. You accept that Osprey Europe is not responsible or liable for any such Errors or for any losses and/or consequences that may be caused by any Errors.

Osprey Europe does not guarantee that this Website and/or the Content will always be available to you. Osprey Europe may suspend, withdraw or restrict the availability of all or any part of this Website for business and operational reasons or in accordance with these Terms of Use.

8. Prohibited Use

Any use or attempted use of this Website (a) for any unlawful, unauthorised, fraudulent or malicious purpose, or (b) that could damage, disable, overburden, or impair any server, or the network(s) connected to any server, or (c) that interferes with any other party's use and enjoyment of the Website, or (d) to gain unauthorised access to any other accounts, computer systems or networks connected to any server or systems through hacking, password mining or any other means, or (e) to access systems, data or information not intended by Osprey Europe to be made accessible to a User, or (f) that attempts to obtain any materials or information through any means not intentionally made available by Osprey Europe, or (g) other than the business purpose for which it was intended, is prohibited.

In addition, in connection with your use of the Website, you agree you will not:

a) Upload or transmit any message, information, data, text, software or images, or other content ("Material") that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another's right of privacy or publicity;

b) Create a false identity for the purpose of misleading others or impersonate any person or entity, including, without limitation, any Osprey Europe representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;

c) Upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);

d) Upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage or disrupt the operation and appearance of this Website, the Content, another's computer or property of another;

e) Delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature;

f) Use the Website’s communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text);

g) Upload or transmit any unsolicited advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes" or any other form of solicitation, commercial or otherwise;

h) Violate any applicable local, state, national or international law;

i) Upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party;

j) Delete or revise any material posted by any other person or entity;

k) Manipulate or otherwise display the Website by using framing, mirroring or similar navigational technology or directly link to any portion of the Website other than the main homepage in accordance with the “Limited License and Site Access” section outlined above;

l) Probe, scan, test the vulnerability of or breach the authentication measures of, this Website or any related networks or systems;

(m) Register, subscribe, unsubscribe, or attempt to register, subscribe or unsubscribe, any party for, or from, any Products and Services if you are not expressly authorised by such party to do so;

(n) Harvest or otherwise collect information about others, including e-mail addresses and other Personal Data as defined in the General Data Protection Regulation 2016/679 so long as it has direct effect in English Law or such other data protection legislation in force from time to time; or

(o) Use any robot, spider, scraper, or other automated or manual means to access this Website, or copy any Content or other information on this Website.

Osprey Europe reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of the User's account and/or Website and Content access. Osprey Europe may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Policy, Osprey Europe reserves the right at all times to disclose any information as Osprey Europe deems necessary to satisfy its obligations under any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Osprey Europe’s sole discretion.

9. Right to Monitor

Osprey Europe neither actively monitors general use of this Website under normal circumstances nor exercises editorial control over the content of any third party's website, e-mail transmission, news group, or other material created or accessible over or through this Website. However, Osprey Europe does reserve the right to monitor such use at any time as it deems appropriate and to remove any materials that, in Osprey Europe’s sole discretion, may be illegal, may subject Osprey Europe to liability, may violate these Terms of Use, or are, in the sole discretion of Osprey Europe, inconsistent with Osprey Europe’s purpose for this Website.

10. Editorial Control

To the extent that any of the Content included in the Website is provided by third party content providers or Users, Osprey Europe has no editorial control or responsibility over such Content. Therefore, any opinions, statements, products, services or other information expressed or made available by third party suppliers or Users on this Website are those of such third party suppliers or Users, respectively. Osprey Europe does not verify, represent or endorse the accuracy, validity, legitimacy or reliability of any opinion, statement or other information provided by any third party or User. Nor does Osprey Europe represent or warrant that your use of the Content displayed on this Website or referenced content or service providers will not infringe rights of third parties not owned by or affiliated with Osprey Europe.11. Links to Third Party Websites

This Website may contain hyperlinks to other websites owned and operated by parties other than Osprey Europe. Such hyperlinks are provided only for ready reference and ease of use. Osprey Europe does not control such websites and cannot be held responsible for their content, accuracy or functionality and, unless Osprey Europe specifically states otherwise, does not endorse these websites. In the event that this Website provides hyperlinks to other websites that are not owned, operated or maintained by Osprey Europe, you acknowledge and agree that Osprey Europe is not responsible for and is not liable for the content, products, services or other materials on or available from such websites. Osprey Europe accepts no liability for any information, products, advertisements, content, services or software accessible through these third party websites or for any action you may take as a result of linking to any such website. Any such websites are likely to set forth specific terms of use and privacy policies that you should review. Osprey Europe is under no obligation to maintain any link on this Website and may remove a link at any time in its sole discretion for any reason whatsoever. Osprey Europe shall not be responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with the use, access or download of, or reliance on, such content, products, services or other materials available on or through any such website. Osprey Europe is not responsible for the privacy practices of any other websites.

12. Disclaimer

Content and other information contained on this Website has been prepared by Osprey Europe as a convenience to its Users and is not intended to constitute advice or recommendations upon which a User may rely. Osprey Europe has used reasonable efforts in collecting, preparing and providing quality information and material, but makes no warranty or guarantee about the accuracy, completeness, or adequacy of the Content or other information contained in or linked to this Website or any other Website maintained by Osprey Europe. You confirm that you will not rely on any Content or other information from this Website but if there were any such reliance, the Users do so at their own risk.

The information and descriptions contained herein are not intended to be complete descriptions of the terms, exclusions and conditions applicable to the Products and Services, but are provided solely for general informational purposes; please refer to the relevant agreement between you and Osprey Europe for complete terms and conditions. Should you purchase a product or service from Osprey Europe or a third party, the terms and conditions applicable to that transaction will govern such entry or purchase, as applicable, and your use of this Website does not affect that purchase in any manner.

YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK. ALL CONTENT, PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, AND Osprey Europe AND THE DATA PROCESSOR EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND SATISFACTORY QUALITY. NEITHER THE DATA PROCESSOR NOR Osprey Europe MAKE ANY WARRANTY THAT THE CONTENT IS ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, OR THAT ANY SUCH PROBLEMS WILL BE CORRECTED.

13. Limitation of Liability

YOU UNDERSTAND AND AGREE THAT NEITHER OSPREY EUROPE NOR THE DATA PROCESSOR WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF OSPREY EUROPE OR THE DATA PROCESSOR HAS BEEN ADVISED OF THE POSSIBILITIES OF THOSE DAMAGES, RESULTING FROM YOUR USE OR INABILITY TO USE THE WEBSITE, PRODUCTS AND SERVICES OR CONTENT, THE COST OF OBTAINING SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM ANY LOSS OF DATA, INFORMATION, PRODUCTS AND SERVICES OBTAINED FROM PURCHASES OR TRANSACTIONS, OR STATEMENTS OR CONDUCT OF ANY THIRD PARTY, OR ANY OTHER MATTER RELATED TO THE WEBSITE, PRODUCTS AND SERVICES OR CONTENT. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE THE DATA PROCESSOR, OSPREY EUROPE AND ITS AFFILIATES DIRECTLY OR TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE WEBSITE.

CERTAIN COUNTRY LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

14. Indemnification

You agree to defend, indemnify, and hold harmless the Data Processor, Osprey Europe, its direct and indirect (through one or more intermediaries) parent entities, subsidiary entities and affiliated entities, and their respective contractors, directors, officers, employees, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys’ fees and litigation expenses) relating to or arising from your misuse of this Website, your fraud, violation of law, or willful misconduct, and any breach by you of these Terms of Use.

15. Notices

Any notices to you from Osprey Europe or the Data Processor regarding the Website or these Terms of Use will be posted on this Website or sent by e-mail or regular mail as Osprey Europe or the Data Processor determines, in its sole discretion.

16. Electronic Communications

When you visit this Website or send e-mails to Osprey Europe, you are communicating with Osprey Europe electronically. By using this Website, you consent to receive communications from Osprey Europe and its direct and indirect (through one or more intermediaries) parent companies, subsidiary entities and affiliated entities electronically. Osprey Europe will communicate with you by e-mail or by posting notices on this Website. You agree that all agreements, notices, disclosures and other communications that Osprey Europe provides to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by Osprey Europe electronically are deemed to be given and received on the date Osprey Europe transmits any such electronic communication as described in these Terms of Use.

17. General Provisions

Entire Agreement – These Terms of Use, the Privacy Policy, and other policies, terms and provisions that Osprey Europe may post on this Website constitute the entire agreement between Osprey Europe and you in connection with your use of this Website including, without limitation, the Portal, and the Portal Protected Information, and supersedes any prior agreements between Osprey Europe and you regarding use of this Website, including prior versions of these Terms of Use.

Governing Law; Jurisdiction; Venue; Severability of Provisions – These Terms of Use, use of this Website and the supply of Products and Services by Osprey Europe are governed by and to be interpreted in accordance with English law.

For your convenience Osprey Europe may from time to time display a translated version of these Terms of Use on this Website in languages other than English, and if so the translated versions are intended to be (so far as possible) an exact translation of the English version. In the event of any difference in meaning between the English version and a translated version, the English version will take precedence and apply.

No Agency Relationship – Neither these Terms of Use, nor any Content, materials, features, or Products and Services of this Website create any partnership, joint venture, employment, or other agency relationship between Osprey Europe and you or the Data Processor and you. You may not enter into any contract on Osprey Europe’s or the Data Processor's behalf or bind Osprey Europe or the Data Processor in any way.

Remedies – You agree that any violation, or threatened violation, by you of these Terms of Use constitutes an unlawful and unfair business practice that will cause Osprey Europe or the Data Processor irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to Osprey Europe or the Data Processor obtaining any injunctive or equitable relief that Osprey Europe or the Data Processor deems necessary or appropriate. These remedies are in addition to any other remedies Osprey Europe or the Data Processor may have at law or in equity.

18. Contacting Osprey Europe

If you have any questions or concerns about these Terms of Use, please contact Osprey Europe at contact@Osprey Europe.com or at the mailing address provided below. Osprey Europe will attempt to respond to your questions or concerns promptly after Osprey Europe receives them.

Osprey Europe, Ltd.

Attn: Associate General Counsel

Talon House

Aston Way,

Poole, Dorset

BH12 4FE,

UK

These Terms of Use were last updated and posted on 16 December 2019.