Terms of Use

HARLEY-DAVIDSON h-dnet.com PORTAL AND COMMUNICATIONS

(applicable to all Authorized Users of www.h-dnet.com)

Welcome to the h-dnet.com portal. This Terms of Use Agreement (“Agreement” or “Terms of Use”) is made by and between Harley-Davidson Motor Company, Inc., a Wisconsin corporation, with offices at 3700 W. Juneau Ave., Milwaukee, WI 53208 (“Harley-Davidson”) and the undersigned Harley-Davidson Dealership Employee authorized to access the h-dnet.com portal (“Authorized Employee(s)” “Harley Davidson Dealer Employee(s)” “you,” or “your”) for the purpose of setting forth the terms and conditions of your access to and use of the h-dnet.com portal on behalf the Dealer Owner or Dealer Operator. Authorized Employees include Security Administrators (“SA”) designated by the Dealer Owner or Dealer Operator.

A. Introduction. The h-dnet.com portal is a tool to facilitate business and the exchange of information between the Dealer Owner and Operator and Harley-Davidson. The h-dnet.com portal is designed to keep you, as an Authorized Employee, aware of service updates, disclosures, policies, notifications, agreements, promotions, and other communications in connection with Harley-Davidson programs including communications about your duties and responsibilities (“Communications”). Only approved Harley-Davidson Dealer Employees have the right to access and use the h-dnet.com portal.

B. Your Account. In connection with your access to and use of the h-dnet.com portal, you will receive a user ID and password. You will be entitled to access all materials on the h-dnet.com portal that are available to users with your access privileges. You are responsible for complying with and adhering to this Agreement and any other h-dnet.com portal policies and procedures. You will be responsible for any breach of this Agreement and any other act or omission in connection with your use of the h-dnet.com portal.

You are responsible for controlling the integrity of your user ID and/or password in connection with access to the h-dnet.com portal by yourself or any unauthorized third parties. You are required to notify Harley-Davidson immediately if at any time you cease to be an employee in good standing at your Harley Davidson Dealership.

Harley-Davidson is entitled to rely and act upon instructions received from your user ID. You must notify Harley-Davidson immediately if you believe your user ID or password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify Harley-Davidson immediately if you become aware of any breach or attempted breach of the security of the h-dnet.com portal.

C. Consent to Receive Communications at h-dnet.com. You agree to receive and, where appropriate, acknowledge, confirm receipt of, or sign Communications delivered electronically via the h-dnet.com portal for as long as you remain an Authorized Employee. You agree to monitor the h-dnet.com portal for Communications on a daily basis. You also agree that when we post a Communication on h-dnet.com, such posting, so long as it can be reviewed, constitutes notice and delivery to you and your Dealership of these Communications. The following types of Communications may be provided electronically:

D. Use of Electronic Signatures and Other Affirmative Acts. Some Communications provided to you via the h-dnet.com portal may require your electronic signature or other affirmative action to indicate receipt of a Communication. You will be prompted to affix your electronic signature to these Communications. Your electronic signature will often, but not always, be represented in the form of an “I Agree” or “I Acknowledge Receipt” button. Signing Communications electronically, including this Agreement, will bind you to the terms and conditions contained therein as if you signed a paper document with a pen. Harley-Davidson reserves the right to convert the electronic signed Communication to paper and in the event that we do, you agree that electronic signatures as they appear on a paper copy will be valid and binding. Certain Communications may require you to opt-in or opt-out of certain promotions and incentive programs. Your opt-in or opt-out preferences, although expressed electronically, will also be valid and effective as if they had been expressed on paper.

Please note that all information submitted via the h-dnet.com portal becomes and remains the property of Harley Davidson. Harley Davidson shall be free to use such information for any purpose. Harley Davidson shall not be subject to any obligations of confidentiality regarding submitted information unless otherwise specifically agreed or required by law.

BY USING THE H-DNET.COM PORTAL, YOU AGREE THAT ALL ACCESS AND USE OF THE H-DNET.COM PORTAL AND ITS CONTENTS ARE AT YOUR OWN RISK. YOU ALSO ACKNOWLEDGE THAT HARLEY-DAVIDSON SPECIFICALLY DISCLAIMS, AND YOU AGREE TO THE FULLEST EXTENT PERMITTED BY LAW THAT HARLEY DAVIDSON SHALL NOT HAVE, ANY LIABILITY (WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, ACCESS TO, THE USE OF, OR ANY INFORMATION PROVIDED THROUGH THE H-DNET.COM PORTAL. THIS INCLUDES LIABILITY ASSOCIATED WITH ANY VIRUSES THAT MAY AFFECT YOUR COMPUTER EQUIPMENT.

A. Termination. In its sole and absolute discretion, with or without notice to you, Harley-Davidson may suspend or terminate your use of the h-dnet.com Portal. You may terminate your account for any reason at any time by notifying Harley-Davidson’s Dealer Development Department at [email protected], in which case your h-dnet.com portal account will be terminated and you will not be able to access the h-dnet.com portal.

B. Survival. This Agreement will survive indefinitely unless and until Harley-Davidson chooses to terminate it, regardless of whether any account you open is terminated by you or by Harley-Davidson.

The trademarks, logos, and service marks (collectively the “Trademarks”) displayed on the h-dnet.com portal are registered and common law trademarks of Harley-Davidson. Nothing contained on the h-dnet.com portal should be construed as granting, by implication, or otherwise, any license or right to use any of the Trademarks displayed on the h-dnet.com portal without the prior written permission of Harley-Davidson. Your use of any of the Trademarks displayed on the h-dnet.com portal or displayed on any content on the h-dnet.com portal is strictly prohibited. You should assume that everything you see or read on the h-dnet.com portal is copyrighted and is a trade secret and may not be used except as provided in this Agreement without the prior written permission of Harley Davidson.

Harley-Davidson reserves the right, from time to time, with or without notice, to make changes (add new or different terms, remove terms or otherwise modify terms) to this Agreement in its sole discretion. Continued use of any part of the h-dnet.com portal constitutes your acceptance of such changes. The most current version of this Agreement, which supersedes all previous versions, can be reviewed by clicking on the “Terms of Use” hyperlink located at the bottom of every page on the h-dnet.com portal.

A. This Agreement will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of Wisconsin without reference to conflict of law principles. Any action or proceeding to enforce this Agreement will be brought in the federal or state courts located in Milwaukee County, Wisconsin.

B. This Agreement will not be assignable or transferable by you without the prior written consent of Harley-Davidson.

C. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, all of which will remain in full force and effect.