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THIS END USER LICENSE AGREEMENT ("Agreement") FORMS A LEGAL AGREEMENT BETWEEN YOU, THE END USER (“You”) AND FRICTION MATERIALS STANDARDS INSTITUTE, INC. (“FMSI”) THAT APPLIES EACH TIME YOU USE OR ACCESS THE LICENSED PLATFORM MADE AVAILABLE TO YOU BY FMSI AND ITS ASSOCIATED WEBSITES, WEBPAGES, PORTALS, CONTENT (AS FURTHER DEFINED BELOW), FEATURES, TOOLS, AND MATERIALS (collectively, the “Platform”) .

IN PARTICULAR, THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION THAT WAIVES YOUR RIGHT TO A COURT HEARING AND/OR A JURY TRIAL.

YOU SHOULD THEREFORE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS AS THEY GOVERN YOUR USE OF THE PLATFORM AND ITS FUNCTIONALITY. BY CLICKING THE “SUBMIT” BUTTON TO THE LEFT AND MAKING USE OF THE PLATFORM, YOU ARE CONFIRMING THAT YOU HAVE READ AND ACCEPTED THE TERMS AND CONDITIONS OF THIS AGREEMENT .

IF YOU DO NOT AGREE WITH THIS END USER AGREEMENT, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE PLATFORM AND ARE INSTRUCTED TO EXIT AND/OR CEASE ALL USE OF THE PLATFORM IMMEDIATELY.

License Grant and Restrictions

This Agreement provides to You a personal, revocable, limited, non-exclusive, non-sublicensable, and non-transferable license to use and access the Platform solely for Your internal, non-public, private business use as specifically described herein, conditioned on Your continued compliance with this Agreement.

When using the Platform in accordance with the foregoing license, You shall not directly or indirectly (a) use the Platform to create any service, software or documentation that performs substantially the same functionality as the Platform, (b) disassemble, decompile, reverse-engineer or use any other means to attempt to discover any source code, algorithms or trade secrets underlying the Platform or any of its components, (c) encumber, sublicense, transfer, distribute, rent, lease, time-share or use the Platform in any service bureau arrangement, (d) adapt, combine, create derivative works of or otherwise modify the Platform, (e) disable, circumvent, or otherwise avoid or undermine any security device, mechanism, protocol, or procedure implemented in the Platform, (f) use or access the Platform for any unlawful, fraudulent, deceptive, malicious, or otherwise harmful or injurious purpose, (g) remove, obscure, deface, or alter any proprietary rights notices on any element of the Platform or accompanying documentation, or (h) use the Platform in any manner which could damage, disable, overburden, or impair the Platform or interfere with any third party’s authorized use of the Platform .

Limited License to Content

Certain features of the Platform may permit access to FMSI’s proprietary electronic catalog, FMSI part numbers, FMSI part numbering system, and other text, images, information, content, and materials which are viewable, retrievable, and/or downloadable through the Platform (collectively, “Content”). You may only use and access Content in the format made available to You in the Platform. In addition to and without limiting any other restrictions hereunder with respect to Your use of the Platform generally, You may not: (1) copy, modify, translate, record, alter, or create derivative works of the Content for any external or public purpose whatsoever, or share any such copies, modifications, translations, records, alterations, or derivative works with any unauthorized third parties; or (2) sublicense, transfer, distribute, or otherwise permit access to the Content (or any copy, portion, or derivative work thereof) to any unauthorized third party in any medium for any purpose. You acknowledge and agree that Content is licensed to You hereunder, not transferred or sold, and Your permission to access and view Content is at all times conditioned on Your full compliance with the terms of this Agreement. You further acknowledge and agree that Your use, access, or distribution of Content in violation of the restrictions set forth in this paragraph shall constitute an infringement and violation of FMSI’s intellectual property rights and other rights to the Platform and the Content.

User Obligations

You represent that You are at least eighteen (18) years of age or the legal age of majority in Your jurisdiction (whichever is greater) and will, at all times, provide true, accurate, current, and complete information (for which You have all necessary rights, permission(s), or authority to provide) when submitting information through the Platform. In addition, You are responsible for compliance with all applicable laws, rules, and regulations with respect to Your use of the Platform (including use of any permitted copies of the Platform materials and information).

If You access the Platform on behalf of any organization, Your organization shall be bound to this Agreement and be liable for any breach by You. You represent that You have all rights, power, and authority to agree to this Agreement on behalf of Your organization.

Your Account

You may be required to register an account to use the Platform or certain features of the Platform. Each registration is for a single user only, unless otherwise expressly agreed by FMSI. Registration for access to and use of the Platform may also require access credentials, such as a username and a password, or adherence to other access requirements as designated by FMSI in its sole discretion from time to time. You hereby agree to treat Your access credentials as confidential and not to disclose such information to any third party without the prior express written consent of FMSI, which may be granted or withheld in its sole discretion. You shall immediately notify FMSI if You suspect or become aware of any loss, theft, or unauthorized use of Your login credentials. FMSI will not be liable for any loss or damage arising from Your failure (whether intentional or unintentional) to comply with these obligations. By submitting the requested information to the registration form or similar process on the Platform, You represent and warrant that the information You submit for registration is complete, true, accurate, and current in all respects. You must maintain and promptly update Your submitted account information to ensure that such information is complete, true, accurate, and current. FMSI reserves the right to suspend, terminate, or otherwise discontinue Your account and/or pending registration if FMSI has reasonable grounds to suspect that any information You have submitted is untrue, inaccurate, not current, or incomplete, or that Your registration, account, or use of the Platform is in violation of applicable law or this Agreement.

Electronic Communications

FMSI may send emails or other electronic messages to You concerning Your use of the Platform. You consent to receive such electronic communications and You agree that all such electronic communications constitute valid legal notices satisfying any requirement that such notices be in writing.

Links to Third-Party Sites and Services

Certain services, features, or components made available via the Platform are delivered by third-party providers. By using any product, service, or functionality originating from the Platform, You hereby acknowledge and consent that FMSI may share such information and data with the applicable third-party provider as may be required to enable and facilitate the requested third-party product, service, or functionality via the Platform.

FMSI EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY MATERIALS, PROGRAMS, APPLICATIONS, TOOLS, PRODUCTS, AND SERVICES SET FORTH, DESCRIBED ON, OR ACCESSED THROUGH THE PLATFORM, AND YOU AGREE THAT FMSI SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF ANY DEALINGS BETWEEN YOU AND A THIRD PARTY, WHETHER OR NOT FACILITATED BY OR MADE IN CONNECTION WITH THE PLATFORM OR CONTENT.

Third-Party Terms and Conditions

Additional notices, terms, and conditions may apply to products, services, receipt of (or access to) certain materials, participation in a particular program, and/or to specific portions or features of the Platform, including without limitation the terms of third-party applications incorporating or utilizing the Platform and/or Your accounts with third-party providers of such applications. Without limitation of the foregoing, You hereby agree that: (a) this Agreement operates in addition to any terms of use imposed or required by any such third-party provider; and (b) the terms of this Agreement supplement and do not alter or amend any such third-party terms of use.

Proprietary Rights

All materials and information included as part of the Platform, such as the Content and other text, graphics, logos, and images made available on the Platform, as well as the compilation thereof, and any software or other proprietary materials used on or integrated with the Platform, are the property of FMSI or its applicable third-party licensors, and are protected by copyright and other laws governing intellectual property and proprietary rights. FMSI reserves all rights in the Platform not expressly granted herein.

You agree that You do not acquire any ownership rights in any part of the Platform or any Content under this Agreement or through Your use of the Platform and/or Content. FMSI does not grant You any rights or licenses, express or implied, to any intellectual property hereunder except as specifically authorized by this Agreement.

You further agree that as between the parties hereto, FMSI is and shall be the sole and exclusive owner of all rights, title, and interest in and to all Content and any modifications, updates, versions, iterations, improvements, customizations, configurations, and derivative works thereof (collectively, “Modifications”). To the extent that You obtain, receive, reserve, or maintain any ownership rights of any kind to Modifications (whether or not expressly authorized or permitted hereunder), You hereby finally and irrevocably assign to FMSI all of Your rights, title, and interest in and to such Modifications in all jurisdictions throughout the world, including without limitation all intellectual property rights embodied or incorporated therein, such that FMSI is the sole and exclusive owner thereof. The foregoing assignment includes all rights of paternity, integrity, attribution, withdrawal, and other so-called “moral rights” that may be recognized in any jurisdiction, and to the extent that You cannot assign such rights under applicable law, You expressly waive such rights.

You agree to reasonably cooperate with any effort by FMSI to memorialize, register, perfect, or otherwise evince the assignments and other distributions of proprietary rights set forth in this Section, including without limitation by the execution of confirmatory documentation.

Feedback

“Feedback” means any feedback, recommendations, enhancement requests, suggestions, testimonials, endorsements, or ideas for improvement communicated to FMSI by You regarding the Platform or Content.  From time to time, You may voluntarily provide Feedback to FMSI, whether or not in response to specific requests or solicitation by FMSI.  In such event, You grant to FMSI a perpetual, irrevocable, fully transferable, freely sublicensable, royalty-free, worldwide license to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Feedback for any purpose in FMSI’s discretion without restriction.  The foregoing license to Feedback shall survive the termination or expiration of this Agreement for any reason.

Indemnification

You agree to indemnify, defend and hold harmless FMSI and its officers, directors, employees, agents, successors, and assigns from and against any losses, costs, liabilities, damages, and expenses (including reasonable attorney's fees) relating to or arising out of Your violation of (a) this Agreement, (b) any personal or proprietary rights of a third party with respect to Your use of the Platform, or (c) any applicable laws, rules, or regulations. FMSI reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with FMSI in asserting any available defenses.

Disclaimers and Excluded Liability

FMSI DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL OPERATE ERROR-FREE OR ON AN UNINTERRUPTED BASIS. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW FMSI HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT FMSI MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE WHATSOEVER REGARDING THE QUALITY, ACCURACY, EFFECTIVENESS, LEGALITY, RELIABILITY, OR TIMELINESS OF ANY CONTENT OR INFORMATION MADE AVAILABLE IN CONNECTION THEREWITH OR ANY RESULTS OBTAINED THEREFROM . YOU AGREE THAT YOUR USE OF AND ACCESS TO CONTENT ARE ENTIRELY AT YOUR OWN RISK, AND THAT YOU ARE SOLELY LIABLE AND RESPONSIBLE FOR THE RESULTS OF SUCH USE AND ACCESS, SUCH THAT FMSI SHALL HAVE NO LIABILITY OR RESPONSIBILITY THEREFOR UNDER ANY LEGAL THEORY OR CAUSE OF ACTION NOW KNOWN OR HEREAFTER ESTABLISHED.

IN NO EVENT SHALL FMSI BE LIABLE HEREUNDER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STATUTORY LIABILITY OR OTHERWISE), FOR ANY LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS, OR SERVICES, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS, REVENUES, PROFITS AND/OR GOODWILL, EVEN IF SUCH DAMAGES WERE REASONABLY FORSEEABLE OR IF FMSI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FMSI’S ENTIRE CUMULATIVE LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE PLATFORM AND/OR CONTENT, UNDER ANY THEORY OF LIABILITY AND WHETHER IN AN EQUITABLE, LEGAL, ARBITRATION OR COMMON LAW ACTION FOR BREACH OF CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO FMSI DURING THE 12 MONTHS PERIOD PRIOR TO THE FILING OF THE CLAIM GIVING RISE TO SUCH LIABILITY. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

CERTAIN JURISDICTIONS AND LAWS MAY NOT PERMIT SOME OR ALL OF THE DISCLAIMERS OF LIABILITY SET FORTH IN THIS SECTION. IN THE EVENT THAT SUCH A JURISDICTION OR LAW APPLIES TO THE SUBJECT MATTER OF THIS AGREEMENT, THE FOREGOING DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

No Professional Advice

The Content and information contained in or made available through the Platform (including but not limited to any reports, graphics, statistics, methodologies, illustrations, or practices disclosed therein) cannot replace or substitute for the services of qualified professionals in any field, and nothing contained on the Platform should be treated or construed as professional advice on financial, tax, medical, psychological, technical, business, or legal matters.

Term, Termination, and Suspension

This Agreement takes effect (or re-takes effect) at the moment You first click “Submit” and access or use the Platform. FMSI reserves the right at any time and on any grounds, including without limitation any reasonable belief of fraudulent or unlawful activity, to deny or suspend Your access to the Platform or Content, or to any portion thereof, in order to protect its name and goodwill, its business, its ownership and other rights in Content, the security and stability of the Platform, and/or the rights of others. This Agreement terminates automatically if You fail to comply with any provision hereof, subject to the survival rights of certain provisions identified below. You may also terminate this Agreement at any time by ceasing to use the Platform, but each re-access or renewed use of the Platform will reapply the Agreement to You. Upon termination or expiration of the Agreement for any reason, all licenses granted by FMSI hereunder shall immediately terminate, and You must immediately exit and/or cease all use of the Platform. The provisions of this Agreement concerning FMSI’s proprietary rights, Feedback, disclaimers of warranty, limitations of liability, waiver and severability, indemnification rights, injunctive relief, and governing law will survive the termination of this Agreement for any reason.

Without limiting the foregoing, FMSI reserves the right, in its sole discretion, to terminate or suspend Your access to the Platform, Content, or any feature or portion thereof at any time, without notice to You, if FMSI reasonably determines or suspects that You are in violation of this Agreement.

Governing Law

This Agreement is governed by the laws of the State of Michigan, without reference to its principles of conflict of laws. The Platform may not be used or accessed from or in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation this paragraph.

Arbitration

In the event the parties hereto are not able to resolve any dispute between them arising out of or concerning this Agreement, or any provisions hereof, whether arising in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved exclusively through confidential, final, and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered under the Commercial Arbitration Rules of the American Arbitration Association. The exclusive site of such arbitration shall be in the State of Michigan. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. The prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The entire dispute, including the scope and enforceability of this arbitration provision, shall be determined by the arbitrator. This arbitration provision shall survive the termination of this Agreement for any reason. Notwithstanding the foregoing, FMSI may bring a claim for injunctive relief against Your violation of this Agreement in any court of competent jurisdiction.

Independent Contractors

The relationship between You and FMSI under this Agreement is that of independent contractors, and nothing herein or in Your use of the Platform shall be construed as creating any joint venture, partnership, employment, or agency relationship.

Security and Compliance

FMSI reserves the right to view, monitor, and record Your activity on the Platform without notice or permission from You. FMSI’s provision of the Platform is subject to existing laws and legal process, and nothing contained herein shall restrict or reduce FMSI’s ability to comply with governmental, court, and law enforcement requests or requirements involving Your use of the Platform or information provided to or gathered by FMSI with respect to such use.

Export Controls

You represent and warrant that You are not: (a) located in a country that is subject to a U.S. government embargo or sanction; or (b) listed on any U.S. government list of prohibited or restricted parties. You hereby agree that (i) You will comply with all applicable sanctions and export control laws, and (ii) You are solely responsible for ensuring that the Platform is used, disclosed, and/or accessed only in accordance with all applicable sanctions and export control laws.

Severability and Waiver

If any part of this Agreement is determined to be invalid or unenforceable pursuant to court order or other operation of applicable law, such provision shall be deemed reformed or severed from this Agreement to the minimum extent required by such order or law, and the remainder of this Agreement shall continue in full force and effect to the maximum extent permitted under applicable law.

FMSI’s failure to insist on strict performance of any of this Agreement will not operate as a waiver of any subsequent default or failure of performance by You. No waiver by FMSI of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.

Injunctive Relief

You acknowledge that any breach, threatened or actual, of this Agreement would cause irreparable injury to FMSI not readily quantifiable as money damages, such that FMSI would not have an adequate remedy at law. You therefore agree that FMSI shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any such breach of Your obligations, without the necessity of posting bond or other security.

Changes to Agreement

Please note that FMSI reserves the right to change the terms and conditions of this Agreement by posting a revised set of terms or mailing and/or e-mailing notice thereof to You. In addition, FMSI may add, modify, or delete any aspect, component, or feature of the Platform, but FMSI is not under any obligation to add any upgrade, enhancement, or modification. Your continued use of the Platform following any announced change will be deemed as conclusive acceptance of any change to the Agreement. Accordingly, please review the Agreement on a periodic basis.

Contact Us

If You have any questions or comments regarding this Agreement, please contact FMSI at:

3069 University Drive

Suite 210

Auburn Hills MI, 48326 

officemanager@fmsi.org