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		WEBSITE USAGE AGREEMENT
	Website Usage Agreement The following agreement governs how you may use this Website: The WEBSITE USAGE AGREEMENT (“WUA”) is a legal agreement between you (either as an individual or any other legal entity) ("You" or "Your") and Diamond Engineering Company (“Diamond Engineering”). Your access to, and use of Diamond Engineering websites ("Website") is subject to, and governed by, these WUA. Be sure to carefully read and understand all of the rights and restrictions delineated in these WUA. By accessing the Website, you confirm Your agreement to and acceptance of these terms. Diamond Engineering reserves the right to update the WUA at any time without notice to You. You may view the current applicable version of the WUA at any time by clicking on the "Website Usage Agreement" link at the bottom of each Website page. 1. Access. Diamond Engineering has the right, but is not obligated, to terminate Your access to the Website, without notice, for any conduct that Diamond Engineering, in its sole discretion, believes is in violation of any applicable law or is harmful to the interests of another user, a third-party, a service provider or Diamond Engineering. Diamond Engineering makes no representation that the information contained in the Website is appropriate or available for use throughout the world. It is forbidden to access the Website from territories where the legislation provides that the content or use of the Website is illegal. You choose to use the Website on Your own initiative, and it is Your responsibility to ensure that You conform to all applicable local laws. 2. Trademarks. Diamond Engineering and the Diamond Engineering logo are trademarks or service marks, registered or not, of Diamond Engineering. Nothing in the Website may be interpreted so as to grant to You, directly or indirectly, the use of a trademark or service mark reproduced on the Website, whether belonging to Diamond Engineering or third party suppliers, without the written permission of Diamond Engineering. 3. Copyright. Diamond Engineering, its suppliers or the original creator of the material own all copyrights to material on the Website and all other intellectual property rights related to the Website. To the extent that Diamond Engineering has the right to do so without compensation to third parties, and except for material specifically provided under other terms, Diamond Engineering grants You permission to copy materials on the Website solely for Your non-commercial use in support of Diamond Engineering products. You agree that any copies of material shall retain all copyright and other proprietary notices in the same form and manner as the original. You may not, without Diamond Engineering’s permission, "mirror" any material contained on the Website or any other server. Except as specified above, nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any trademark, patent, copyright, mask work protection right or any other intellectual property right of Diamond Engineering or any third party. 4. Information Provided to Diamond Engineering. 4a. Diamond Engineering does not want You to, and You should not, send any confidential or proprietary information to Diamond Engineering via the Website. Any submission by You to Diamond Engineering, including but not limited to questions, comments, suggestions or the like shall be deemed to be non-confidential and shall become the property of Diamond Engineering. Furthermore, by Your submission You grant Diamond Engineering an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit, and distribute such information. Diamond Engineering shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever, including but not limited to developing, manufacturing, and marketing products incorporating such information. 5. Links. The links on the website will let you leave Diamond Engineering’s site. The linked sites are not under the control of Diamond Engineering and Diamond Engineering is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Diamond Engineering is not responsible for webcasting or any other form of transmission received from any linked site. Diamond Engineering is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Diamond Engineering of the site. 6. Product Availability. The availability of the products described on the Website, and the product descriptions, may vary from country to country. You should consult Diamond Engineering concerning specific product availability in Your area. 7. Export of Information. The United States Export Controls laws prohibit the export of certain technical data and software to certain territories. No content from the Website may be downloaded or otherwise exported in violation of United States law or any other local law from where You may be accessing the Website. You agree to comply with all United States and foreign Federal, State and local laws and regulations applicable to the use of the Website. 8. Limitation of Liability. Diamond Engineering, its related companies, directors, employees, representatives or agents may not, under any circumstances be held liable for any direct, indirect, special, punitive, exemplary, incidental or consequential damages arising out of the use of (or the inability to use) the website or any material on the website. This includes, but is not limited to, the loss of data or loss of profit, even if Diamond Engineering was advised of the possibility of such damages. If all or part of this liability is found unenforceable for any reason, then Diamond Engineering’s maximum aggregate liability under such circumstances for liability that would otherwise have been limited shall not exceed one hundred dollars ($100). 9. Assignment. The WUA may not be assigned or transferred by You without the prior written consent of Diamond Engineering. Diamond Engineering may assign the WUA to any affiliate or third party in part or in whole. 10. Disputes. 10a. Any controversy or claim arising out of or in connection with the WUA, its enforcement or interpretation ("Dispute"), will be finally resolved solely in accordance with the terms of this Section 10. 10b. If a Dispute arises, the parties will endeavor to resolve the Dispute through good faith negotiation within forty-five (45) days of notification of the Dispute. If the Dispute cannot be settled through good faith negotiation, Diamond Engineering and You will submit the Dispute to non-binding mediation conducted by the American Arbitration Association ("AAA") or any other mutually acceptable alternate dispute resolution organization. Each party shall bear its own expenses but those related to the compensation of the mediator shall be borne equally. The parties, their representatives, other participants and the mediator (and arbitrator, if any) shall hold the existence, content and result of mediation in confidence. If the Dispute is not resolved through mediation, claims may be brought in a state or federal court of competent jurisdiction or resolved through binding arbitration. Notwithstanding the foregoing, Diamond Engineering shall be entitled to take immediate legal action where required to protect its confidential or proprietary information, or to obtain any interim injunction. 10c. Actions on Disputes between the parties with respect to the WUA must be brought in accordance with this Section 10 within two years after the cause of action arises. 11. Governing Law. The validity, construction and performance of this Agreement will be governed by the substantive laws of the State of Indiana, without giving effect to any provisions that would result in this Agreement being governed by the law of any jurisdiction other than that of the State of Indiana. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods. Subject to Section 10, the parties hereby consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in the Fort Wayne, Indiana for the purposes of adjudicating any matter arising from or in connection with this Agreement. THE PARTIES UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS AGREEMENT AND/OR THE USE OF THE WEBSITE. 12. Access to Password Protected/Secure Areas. Access to and use of password protected and/or secure areas of the Website is restricted to authorized users only. Unauthorized individuals attempting to access these areas of the Website may be subject to prosecution. 13. Data Privacy. 13a. You and Diamond Engineering agree that they shall comply in all respects with all applicable data protection laws and regulations (or any legislation or regulations amending or replacing the same) (together, the "Data Protection Laws"). 13b. You shall in connection with these WUA (i) not do or permit anything to be done through an act or omission which might jeopardize or contravene Diamond Engineering’s liability under Data Protection Laws; and (ii) enter into such agreements as Diamond Engineering shall reasonably require in relation to the cross border migration of personal data. 13c. You shall indemnify and keep Diamond Engineering fully indemnified against any and all liability, loss, damage, costs (including legal costs) and expenses which Diamond Engineering, or any Diamond Engineering affiliate may incur or suffer whether direct or consequential (including without limitation any economic loss or other loss of profits, business or goodwill) as a result of any breach of Section 13.2. 13d. When you submit personal data to Diamond Engineering on the website or when registering for the website, Diamond Engineering may transfer and/or retain the personal data you submitted to a country outside the country in which you are located or from where such personal data was collected, which may not have the same or equivalent data privacy protections. If you do not approve of such transfer and/or retention, do not submit personal data to Diamond Engineering. 13e. By agreeing to these WUA, you are agreeing that Diamond Engineering may share Your personal data and other information (with the exception of account, credit card and ordering information) with third parties in cases where Diamond Engineering believes Your business interests will be served. If you do not approve of Diamond Engineering sharing Your personal data and other information in such a fashion, do not agree to these WUA. 13f. Please click on the "Privacy Statement" link at the bottom of each Website page for disclosures relating to the collection and use of Your personal information. 14. Software License terms. Any software You download from the Website is governed by (i) the license terms accompanying the software or (ii) if no license terms accompany the software, the terms of Your license agreement with Diamond Engineering which accompanied the original product licensed by You which you are updating or (iii) if neither (i) or (ii) is applicable, the Software License Agreement below. Software License Agreement (1) License Grant. Diamond Engineering grants to you, subject to the following terms and conditions, a nonexclusive, nontransferable right to use the software on a single processor at a time. Diamond Engineering reserves all rights not expressly granted to you. (2) Protection of Software. You agree to use Your best efforts to protect the software and documentation from unauthorized copy or use. The software source code represents and embodies trade secrets of Diamond Engineering and/or its licensors. The source code and embodied trade secrets are not licensed to you and any modification, addition or deletion is strictly prohibited. You agree not to disassemble, decompile, or otherwise reverse engineer the software in order to discover the source code and/or the trade secrets contained in the source code. (3) Copies. You may make a single archive copy of the software. You may not copy documentation unless it carries a statement that copying is permitted. All proprietary rights notices must be faithfully reproduced and included on all copies. 15. Disclaimers. 15a. While Diamond Engineering attempts to provide accurate information on the website, it assumes no responsibility for the accuracy of the information. Diamond Engineering may change the information on the website, or the products mentioned, at any time without notice. Material, including software, on the website and the website itself is provided "as is" and Diamond Engineering does not provide any warranty of any kind, express or implied. Diamond Engineering specifically disclaims any warranties of merchantability or fitness for a particular purpose with respect to the website or any content or material on the website. 15b. Diamond Engineering makes no warranty that (i) the website will meet Your requirements, (ii) access to the website will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the website will be accurate or reliable, and (iv) any errors in the software will be corrected. 15c. Any material or software downloaded or otherwise obtained through the use of the website is done at Your own discretion and risk and You will be solely responsible for any damage to Your computer system or loss of data that results from the download of any such material or software. 15d. No advice or information, whether oral or written, obtained by You from Diamond Engineering or through or from the website shall create any warranty not expressly stated in the WUA. This constitutes the entire agreement between the parties with respect to the Website and its use and, except with respect to Diamond Engineering Websites containing additional or different Website Usage Agreement, supersedes all prior agreements, proposals, communications between the parties and understandings, whether written or oral.