My wife bought me a cheaper cover, I think from ebay maybe, for my birthday almost 3 years ago. I cant remember the exact price but it wasnt more than 125. Also, my birthday is in december, and I live in michigan, so its gotten through 2 winters so far and is still in pretty good shape. The color is fading and the instructions were non existent, but I was able to figure it out. We end up needing to roll it up at least once a week, whether it be for loading something big in it, or when we are camping, getting firewood or supplies out of it. It has aluminum cross bars that roll up in it. I cant say whether or not it was waterproof because I had leakage issues with the tailgate, which I just replaced and added a separate tailgate seal on the bed. Have yet to have rain to test it out but before the tailgate was replaced, I would have dust all over everything in the bed. My advise, get it sealed up as best as you can, get a trusted friend or family member to help you get into the bed, shut the tailgate(hence "trusted" lol) and have them shine a bright flashlight all around the bed/cover and If you see the light, seal it up.