FMSI END-USER AGREEMENT

This license agreement (the "End User Agreement") is a contract between you and Friction Materials Standards Institute (FMSI) that describes the terms and conditions applicable to your use of the FMSI Electronic Catalog (“Member Library”), FMSI Part Numbers, FMSI Part Numbering System, FMSI trademarks and copyrights as defined below. Before using the information located on the FMSI Member Library you must read and accept the terms and conditions contained in this End User Agreement. If you do not agree to this End User Agreement, you will not be able to use the Member Library.

The terms "you", "your", “member” or "user" are synonymous, and refer to the person using the Member Library in any way. A "subscriber" is an organization or member of an organization from whom FMSI has received the information necessary to permit such person to access the Member Library and who complies with the terms and conditions of this End User Agreement.

To use the Member Library the subscriber must be in good standing. Good standing consists of (a) paying all undisputed FMSI invoices within 45 days of invoice date and immediately informing FMSI of any dispute, and (b) maintaining your products and business practices in a high standard consistent with the business practices of FMSI.

1. All Members and Licensees In Good Standing. FMSI grants you a personal, limited, non-exclusive, non-transferable license to use the FMSI website and the Member Library. For this privilege you agree to maintain your membership or license in good standing

You are not licensed or permitted to do any of the following:

(i) Attempt to access any other FMSI online systems, programs or data that are not made available for public use;

(ii) Claim rights and/or seek to register copyrights or trademarks in FMS, FMSI or FMSI Part Numbers or FMSI Part Numbering System anywhere in the world;

(iii) Use copyrights or trademarks in FMS, FMSI or FMSI Part Numbers or FMSI Part Numbering System if membership in FMSI is terminated for any reason.

2a. Active and Regional Members. As long as you are an active or regional member in good standing, FMSI grants you and your customers permission to use FMS, FMSI, the FMSI Part Numbers, and the FMSI Part Numbering System. If for any reason your membership is terminated, you agree in advance to cease using FMS, FMSI, the FMSI Part Numbers, and the FMSI Part Numbering System and to ensure that your customers cease using FMS, FMSI, the FMSI Part Numbers, and the FMSI Part Numbering System

2b. Licensee Members. The FMSI license does NOT confer the right to use the copyrights and trademarks including, without limitation, FMS, FMSI, FMSI part numbers or FMSI part numbering system except for product purchased from an active or regional member.

3. Reservation of Rights and Ownership. FMSI reserves all rights not expressly granted to you in this End User Agreement. The FMSI website, the Member Library, FMS, FMSI or FMSI Part Numbers or FMSI Part Numbering System are protected by copyright, trade secret and other intellectual property laws. FMSI owns the title, copyright, and other intellectual property rights in the FMSI website, the Member Library, FMS, FMSI or FMSI Part Numbers or FMSI Part Numbering System. Use and access to the FMSI website, the Member Library, FMS, FMSI or FMSI Part Numbers or FMSI Part Numbering System is licensed, not sold. This End User Agreement does not grant you any rights to trademarks or service marks of FMSI. You shall not decompile, disassemble, or otherwise reverse engineer the Service except as otherwise permitted by applicable law notwithstanding this prohibition.

You are responsible for providing, at your expense, any access to the Internet and any required equipment. Further, FMSI may at any time change or discontinue any aspect, availability or feature of the Services.

4. Saving your Information; User ID and Password. You are the only person authorized to use your user ID and password, and for maintaining the confidentiality of your user ID and password. You shall not permit or allow other persons to have access to or use your user ID and password, except if you choose to provide that information to FMSI’s authorized technical support personnel to assist you. You are responsible for the use of the Program under your user ID.

You are responsible for protecting the information on your computer such as by installing anti-virus software, updating your software, password protecting your files, and not permitting third party access to your computer.

5. DISCLAIMER OF WARRANTIES. THE PROGRAM AND SERVICES ARE PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FMSI, ITS AFFILIATES AND THIRD-PARTY SERVICE PROVIDERS, DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE PROGRAM OR SERVICES, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. FMSI DOES NOT WARRANT THAT PROGRAM OR SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, OR OTHER PROGRAM LIMITATIONS. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OF THE PROGRAM OR SERVICES, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

6. LIMITATION OF LIABILITY AND DAMAGES. YOU AGREE THAT IN NO EVENT WILL FMSI BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN THIRD PARTY SERVICES. THE ENTIRE CUMULATIVE LIABILITY OF FMSI AND ITS SUPPLIERS FOR ANY REASON SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR FMSI MEMBERSHIP.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FMSI AND ITS SUPPLIERS ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF FMSI OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT DOES FMSI ONLINE ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN YOU ARISING OUT OF YOUR USE OR INABILITY TO USE THE SOFTWARE OR SERVICES. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FMSI AND YOU. FMSI WOULD NOT BE ABLE TO HAVE PROVIDED THE SERVICES WITHOUT SUCH LIMITATIONS.

7. Limitation on Time to Sue. Unless otherwise required by law, an action or proceeding by you to enforce an obligation, duty, or right arising under this End User Agreement or by law with respect to the Program or Services must be commenced within one year after the cause of action accrues.

8. Miscellaneous. This End User Agreement (and any additional terms and conditions with which FMSI supplements this agreement) is a complete statement of the agreement between you and FMSI, and sets forth the entire liability of FMSI and its Suppliers and your exclusive remedy with respect to the Program and the Services and their use. The Suppliers, agents and employees of FMSI are not authorized to make modifications to this End User Agreement, or to make any additional representations, commitments, or warranties binding on FMSI. Any waiver of the terms herein by FMSI must be in writing signed by an authorized officer of FMSI and expressly referencing the applicable provisions of this End User Agreement. FMSI shall be not be liable for any default or delay in the performance of its obligations under this End User License to the extent its performance is delayed or prevented due to causes beyond its reasonable control, such as acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, the actions or omissions of third parties, electrical or communication system failures, or governmental action. If any provision of this End User Agreement is invalid or unenforceable under applicable law, then it shall be, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. This End User Agreement will be governed by Connecticut law as applied to agreements entered into and to be performed entirely within Connecticut, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. This End User Agreement does not limit any rights that FMSI may have under trade secret, copyright, patent or other laws.

9. Termination and Amendment. Your rights under this End User Agreement and your subscription to the Program may be terminated by FMSI immediately and without notice if you fail to comply with any term or condition of this End User Agreement or your FMSI membership is not in good standing. Any termination of this End User Agreement shall not affect FMSI's rights hereunder. FMSI shall have the right to change or add to the terms of its End User Agreement at any time (provided that it is not FMSI’s intent that such change substantially affect the license rights granted to you in Sections 1 and 2 and for which consideration was paid by you), and to change, delete, discontinue, or impose conditions on any feature or aspect of the Program and the Services (including but not limited to internet based services, pricing, technical support options, and other product-related policies) upon notice by any means FMSI determines in its discretion to be reasonable, including posting information concerning any such change, addition, deletion, discontinuance or conditions in the Program or on any FMSI sponsored web site, including but not limited to the web site listed above. Any use of the FMSI website, the Member Library, FMS, FMSI or FMSI Part Numbers or FMSI Part Numbering System by you after FMSI's publication of any such changes shall constitute your acceptance of this End User Agreement as modified.