Terms of Use

Online Access of Diedrich Technologies Information

(Effective December, 2013)

ATTENTION:  PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE.  USING THIS WEBSITE INDICATES THAT YOU ACCEPT THESE TERMS OF USE. 

IF YOU DO NOT ACCEPT THESE TERMS OF USE, YOU MAY NOT USE THIS WEBSITE.

1. Acceptance.  The following terms of use (“Terms of Use”) apply to all users of this website (the “Site”) and constitute a legal agreement between you and your company, on the one hand, and Diedrich Technologies, on the other hand.  By using the Site you represent and warrant that: (i) you have or that an appropriate representative of your company has read, understands and agrees to be bound by the Terms of Use and you have the power, authority and legal right to use the Site in accordance with these Terms of Use on behalf of yourself and your company; (ii) the use of this Site by you on behalf of your company has been duly authorized by all requisite action, corporate or otherwise; and (iii) these Terms of Use are a valid, legal and binding obligation of you and your company, enforceable in accordance with its terms.  If you or your company do not agree to these Terms of Use, you cannot use the Site.  Diedrich Technologies may amend these Terms of Use from time to time, without notice, which amendments will be posted on the Site and will become effective upon posting. Your continued use of the Site after posting shall constitute yours and your company’s acceptance of and agreement to be bound by the amended Terms of Use.  In the event you or your company purchase products using this Site, such purchase will be subject to these Terms of Use and you and your company shall be deemed to have accepted and agreed to be bound by these Terms of Use.  The Terms of Use supplements and is in addition to: (x) any applicable written agreement(s) between Diedrich Technologies and your company; and (y) any of Diedrich Technologies’ then applicable policies; and (z) Diedrich Technologies’ standard terms and conditions, which are applicable (the items referenced in (x), (y) and (z) are collectively referred to as the “MC Terms”). In the event there is any conflict between these Terms of Use and the terms contained within any other applicable document, the terms which are more favorable to Diedrich Technologies, as determined by Diedrich Technologies, shall apply.  Reference to the terms “you”, “your” or “yourself” in the remainder of these Terms of Use refers to both you and your company, collectively, unless otherwise expressly indicated.

2. Scope of License.  You acknowledge that all information (including, without limitation, technical information, specifications, designs, drawings, processes, engineering and manufacturing information and related products selections and descriptions and characterizations of products) published on this Site (collectively, the “Information”) is protected in the United States and internationally by a variety of laws including, without limitation, copyright laws, trademark laws, patent laws and other proprietary rights laws.  Accordingly, any unauthorized use of any such Information may violate any of such or other laws.  The Information is provided by Diedrich Technologies as an accommodation to its customers, and may be used by you only to promote your purchase of Diedrich Technologies’ products (the “Purpose”). This is a license, not a transfer of title.  You acknowledge that there may be situations where the Information is subject to change, qualifications, variations, adjustments or modifications without notice. Moreover, you acknowledge and agree that the Site and the Information contained thereon may contain errors, omissions, inaccuracies, mistakes or deficiencies. Accordingly, you hereby acknowledge and agree that these risks and exposures exist while utilizing this Site, that your use of this Site is subject to such risks and exposures, and that Diedrich Technologies will have no liability on account of any of the foregoing, and that this Site should be used as a guideline only.

You may not: (a) modify, distribute, publish or transmit the Information for any public or commercial purpose; (b) reproduce the Information in any form, or by any means, without prior written permission from Diedrich Technologies; (c) reverse-engineer, decompile or disassemble any Diedrich Technologies products; (d) remove any copyright or other proprietary notices from the Information on the Site or on any copy authorized by Diedrich Technologies; (e) transfer the Information to another entity or person; (f) allow or permit access to or use of the Site or any component thereof by any unauthorized third parties or for any unlawful purpose; (g) engage in any conduct that in Diedrich Technologies’ sole and absolute discretion, restricts, inhibits or impacts any other authorized user from using the Site; (h) engage in any activities or practices that disrupt, circumvent or otherwise interfere with the operation of the Site; or (i) perform any act or omission that would violate these Terms of Use.

Without limiting Diedrich Technologies’ rights under paragraph 9, Diedrich Technologies may terminate this license at any time if you are in breach of these Terms of Use. 

3. Confidentiality.  You acknowledge that the Information is confidential and proprietary to Diedrich Technologies and you agree:  (i) not to reveal, report, publish, copy, disclose or transfer Information to any third party, without Diedrich Technologies’ prior written consent, or permit any third party to examine and/or make copies of any of the Information; (ii) not to use or copy the Information: (x) for any purpose except the Purpose, (y) for your own use or benefit or the benefit of others; or (z) to compete with Diedrich Technologies or otherwise use the Information in any way directly or indirectly detrimental to Diedrich Technologies;  (iii) to hold the Information in strict confidence and to take all reasonable precautions to protect the Information. 

You acknowledge and agree that the Information is proprietary to and is the sole and exclusive property of Diedrich Technologies and that you have no right, title or interest therein.  You acknowledge and agree that the Information is a trade secret and is not readily accessible to competitors of Diedrich Technologies and that such Information has been acquired and assembled at significant expenditures of time and other resources.  You additionally acknowledge and agree that such Information: (i) provides Diedrich Technologies with a competitive advantage over those who do not know or use it; (ii) is kept in a safe place and Diedrich Technologies has taken and is taking all reasonable precautions to protect the secrecy of the Information and Diedrich Technologies’ legitimate interest in the Information; (iii) would be difficult for competitors of Diedrich Technologies or others to duplicate; and (iv) may be used by Diedrich Technologies in any manner it determines in order to aid in the marketing, sales and distribution of its products.

4. Acceptable Use.  You agree to:  (a) use the Site, as an authorized user, only for the Purpose and only in accordance with the Terms of Use; (b) take all precautions necessary to maintain the secrecy and security of any passwords and user IDs that may be issued by you and be solely responsible for any use, misuse, theft or loss of any such passwords and user IDs, including unauthorized access by third parties; and (c) comply with any and all applicable rules governing transactions on and through the Site. In the event of any unauthorized use of the Site or should any unauthorized use of the Site be reasonably suspected by you or your company, you must notify Diedrich Technologies immediately by telephone and concurrently provide written notice of the circumstances surrounding the event.

5. Disclaimer.  THE INFORMATION CONTAINED IN THIS SITE IS PROVIDED (AND THIS SITE IS MADE AVAILABLE) “AS IS”, “WITH ALL FAULTS” AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, ALL OF WHICH ARE HEREBY WAIVED.  DIEDRICH TECHNOLOGIES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES CONCERNING INFRINGEMENT OR THE LIKE.  DIEDRICH TECHNOLOGIES DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, AND MAKES NO COMMITMENT TO UPDATE THE INFORMATION CONTAINED HEREIN. DIEDRICH TECHNOLOGIES CANNOT GUARANTEE OR WARRANT THAT THE SITE IS FREE OF VIRUSES, TIME BOMBS, TROJAN HORSES, WORMS AND OTHER DAMAGING COMPUTER PROGRAMMING ROUTINES OR HARMFUL COMPONENTS. DIEDRICH TECHNOLOGIES CANNOT GUARANTY OR WARRANT THAT THIS SITE IS FREE OF SAME WHEN IT IS DOWNLOADED BY A USER, NOR DOES IT MAKE ANY SUCH REPRESENTATION OR WARRANTY, AND SAME ARE HEREBY WAIVED. USERS BROWSE AND USE THIS SITE AND INFORMATION CONTAINED HEREIN AT THEIR OWN RISK.  INFORMATION CONTAINED IN THIS SITE IS PROVIDED WITH THE EXPRESS UNDERSTANDING THAT DIEDRICH TECHNOLOGIES IS NOT RENDERING TECHNICAL OR PROFESSIONAL ADVICE OR OPINIONS ON SPECIFIC FACTS AND MATTERS AND, ACCORDINGLY, DIEDRICH TECHNOLOGIES ASSUMES NO LIABILITY IN CONNECTION WITH THE USE OF THIS SITE OR THE INFORMATION.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DIEDRICH TECHNOLOGIES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, DIRECT, INDIRECT OR SPECIAL DAMAGES, OR LOST PROFITS OR EXPENSES OF WHATSOEVER KIND AND NATURE, IMPOSED UPON, INCURRED BY OR ASSERTED OR AWARDED AGAINST YOU, DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO OR RESULTING FROM: (I) THE SITE; (II) YOUR USE, YOUR INABILITY TO USE OR ANY RESULT OF YOUR USE OF THIS SITE OR ANY WEBSITES THAT ARE LINKED TO OR FROM THIS SITE; (III) YOUR USE (OR RELIANCE ON ANY) OF THE INFORMATION CONTAINED IN THIS SITE OR ANY SITE LINKED TO OR FROM THIS SITE; (IV) ANY BREACH OF WARRANTY, EXPRESS OR IMPLIED, UNDER THESE TERMS OF USE OR OTHERWISE; OR (V) ANY OTHER BREACH OF ANY OBLIGATION OR DUTY OWED BY DIEDRICH TECHNOLOGIES HEREUNDER OR UNDER APPLICABLE LAW, REGARDLESS OF WHETHER THE LIABILITY RESULTED FROM ANY GENERAL OR PARTICULAR REQUIREMENT OR NEED WHICH DIEDRICH TECHNOLOGIES KNEW OR SHOULD HAVE KNOWN OF.  THIS LIMITATION OF LIABILITY WILL APPLY TO ANY CLAIM WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER DIEDRICH TECHNOLOGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN THE EVENT THAT ANY TERM OF ANY AGREEMENT BETWEEN YOU AND DIEDRICH TECHNOLOGIES IS FOUND UNCONSCIONABLE OR UNENFORCEABLE FOR ANY REASON, THIS PROVISION OF WAIVER BY AGREEMENT OF CONSEQUENTIAL DAMAGES SHALL NEVERTHELESS CONTINUE IN FULL FORCE AND EFFECT.

All Information relating to descriptions and characterizations of products and all specifications, designs and related technical documents contained on this Site (collectively, “Technical Data”) are provided solely for purposes of identifying the products in question and for illustrative purposesand do not constitute a warranty that our products will conform to such Technical Data nor that our products will perform in accordance with such Technical Data in your products or systems, and Diedrich Technologies hereby waives any and all liability in connection therewith.  Accordingly, incorporation of our productss in your design is at your company’s own risk and pursuant to your own qualification tests and analysis. For up-to-date information, please contact an authorized Diedrich Technologies representative for our current product specification sheets.

The website may contain performance parameters for our products that are outside of the performance parameters stated in Diedrich Technologies' applicable specifications for the products in question.  Products used outside of Diedrich Technologies' applicable specifications will not be covered by Diedrich Technologies standard limited warranty even though products may be capable of operating outside of such performance parameters.  Accordingly, you should verify that the products selected by you based on your performance criteria are within the performance parameters stated in Diedrich Technologies applicable specifications.  It is your responsibility to consult with your own engineers or other appropriate professionals who are familiar with your requirements in order to select appropriate products.  Accordingly, you are barred from any recovery against Diedrich Technologies by reason of the improper selection or use of products based on your use of the Website or otherwise, and any liability of Diedrich Technologies on account thereof is hereby waived.

6. Trademarks.  Any trademarks, logos, slogans, product designations and service marks (collectively “Marks”) displayed on this Site are the property of Diedrich Technologies or other third parties.  You are not permitted to use these Marks without the prior written consent of Diedrich Technologies or such third party which may own the Mark.  This Site may contain information and disclosures of products, methods or other technology which may be the subject of intellectual property protection owned by Diedrich Technologies.  Notwithstanding anything to the contrary herein contained, nothing on this Site is to be construed as granting any license whatsoever, by implication or otherwise, to any intellectual property.  Any unauthorized access or attempted access to any password protected information on this Site or any attempt to circumvent access restrictions or any other security measures is expressly prohibited.

7. Links to Third Party Sites.  This Site may contain links to other third party websites (“Third Party Sites”).  Diedrich Technologies makes no representations about any Third Party Sites or the content thereof which you may access through this Site.  You acknowledge that Diedrich Technologies has not reviewed all of these Third Party Sites, has no control over such Third Party Sites or the content thereof, and is not responsible for any of these sites or their content.  Accordingly, you acknowledge and agree that access to any Third Party Site is at your own risk and Diedrich Technologies shall have no liability therefor. Diedrich Technologies is not responsible for the accuracy, reliability or completeness of any information, data, opinions, advice or statements made on these Third Party Sites.  Diedrich Technologies shall not be liable for any damages or injury arising out of or relating to the content of any Third Party Site or your use thereof, and same are hereby waived.  Diedrich Technologies provides these links merely as a convenience and the inclusion of such links does not imply an endorsement, sponsorship or recommendation by Diedrich Technologies of anything contained on Third Party Sites, or its products or services.  Diedrich Technologies reserves the right to terminate any link at any time. 

Moreover, a Third Party Site may provide a link to this Site (“Links”).  This does not indicate an endorsement, authorization, sponsorship, affiliation, joint venture or partnership by or with Diedrich Technologies.  In most cases, Diedrich Technologies is not aware that a third party has linked to this Site.  You acknowledge and agree that Diedrich Technologies shall not be liable for any damages or injury arising out of or relating to your use of this Site resulting from a Link to this Site from a Third Party Site, and same are hereby waived.

Diedrich Technologies cannot guarantee that any of the Third Party Sites or Links will be free from any viruses, time bombs, trojan horses, worms or any other damaging computer programming routines or harmful components.  Moreover, Diedrich Technologies does not make, and you hereby expressly waive, any and all representations and warranties with respect to the availability, use, accuracy, reliability, or the results of the use of, the Third Party Sites and the Links and same are hereby waived.  Accordingly, Diedrich Technologies hereby disclaims all warranties, express or implied, arising by operation of law or otherwise, including, but not limited to, the warranties of merchantability, fitness for a particular purpose and warranties concerning infringement or the like, all of which are hereby waived.

8. Downloading.  To access certain information on this Site, you may need to download such information onto your own computer.  You acknowledge and agree that your right to download information from this Site is strictly limited to the Purpose and for no other purpose whatsoever.  Information which is downloaded may only be displayed by you for the Purpose, provided it is not modified in any way and that all notices are maintained without change including, without limitation, copyright notices.  As more particularly stated in paragraph 5, Diedrich Technologies is not responsible for the completeness, accuracy and reliability of Technical Data downloaded onto your systems or the use of such Information. You also acknowledge and agree that any Information downloaded from this Site is done at your own discretion and risk and you are solely responsible for any loss of data or damage to your computer that may result from the download of such information.

9. Termination of Access.  Diedrich Technologies shall have the right to terminate, limit or suspend your access to all or any part of the Site at any time, with or without notice, for any reason, including without limitation, for any conduct that Diedrich Technologies believes is in violation of these Terms of Use or any applicable laws or is harmful to the interests of another user, any third party or the Site.  Moreover, Diedrich Technologies reserves the right to discontinue the availability of the Site or any portion thereof at any time, and you agree Diedrich Technologies will have no liability for doing so.

10. Prohibited Postings. You shall not post on or otherwise transmit via the Site any item, link, description or information that: (i) is or may be false, inaccurate or misleading with regard to Diedrich Technologies, this Site or the Information contained herein; (ii) is or may be disparaging, defamatory, libelous or slanderous to Diedrich Technologies or its business or any and all of its past or present officers, directors, shareholders or other members; (iii) tortiously interferes with the contracts or relationships of Diedrich Technologies; (iv) is or may be fraudulent or involve the sale of counterfeit or stolen items; (v) links to or provides other listings (other than the links specifically approved in writing by Diedrich Technologies in advance); (vi) misappropriates or infringes upon the rights of any third party, including without limitation, any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (vii) violates any applicable laws, including without limitation, those governing export control, consumer protection, unfair competition, antitrust, anti-discrimination or false advertising; (viii) is or may be obscene, pornographic, indecent or unlawful, in any form or substance whatsoever; or (ix) contains any viruses, time bombs, trojan horses, worms, or other computer programming routines or harmful components that may damage or interfere with the operations of the Site or any user (collectively, “Prohibited Postings”). Diedrich Technologies expressly disclaims any and all liability based upon your acts or omissions with respect to the Site, including Prohibited Postings. Moreover, Diedrich Technologies expressly reserves the right, but does not undertake the responsibility, to monitor this Site for the contents of postings.  You acknowledge and agree that Diedrich Technologies shall not be liable for any damages or injury resulting from such monitoring or election not to do so.  To the fullest extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Diedrich Technologies, its shareholders, directors, officers and affiliates from and against any and all liabilities, damages, losses, obligations, penalties, claims, actions, litigation, proceedings, demands, defenses, judgments, suits, costs, disbursements and expenses, including but not limited to reasonable attorney’s fees and expenses of whatsoever kind and nature, directly or indirectly arising out of, relating to, or resulting from Prohibited Postings or similar acts or omissions by you or any of your employees, consultants, agents, representatives or affiliates.

11. Intellectual Property Infringement.  Diedrich Technologies makes no representations or warranties as to whether Diedrich Technologies’ productss are free from claims of third parties regarding infringement or the like.

12. Miscellaneous. 

1. This Site is administered by Diedrich Technologies from the Hohmann & Barnard Corporate Headquarters in Hauppauge, New York.  Diedrich Technologies makes no representation that Information in this Site is appropriate or available for use outside the United States. Access to this Site is prohibited in any territories where the content of this Site is illegal.
2. You acknowledge and agree that the Terms of Use shall be a contract made in the United States, State of New York.  All questions pertaining to the validity, construction, execution and performance of the Terms of Use shall be construed and governed in accordance with the domestic laws of the State of New York (including, without limitation, the UCC), without giving effect to principles of (i) comity of nations or (ii) conflicts of law, and the Terms of Use shall not be governed by the provisions of the U.N. Convention on Contracts for the International Sale of Goods.  Subject to either party’s right to seek arbitration under the provisions of this paragraph 12(b), any action commenced in connection with the Information, this Site or these Terms of Use, shall be brought in a federal or state court located in the United States of America, State of New York, County of Suffolk, and to the extent not otherwise subject to the jurisdiction of such courts, you agree to waive any objection to such jurisdiction and to subject yourself to the jurisdiction of such courts.  You further agree that service of process for any such action may be made by certified mail, return receipt requested, or by courier service that regularly maintains records of its pick-ups and deliveries, at your last known address, in addition to any other method of service of process authorized by applicable law. Any controversy or claim arising out of or relating to the Information, this Site or these Terms of Use shall be settled by arbitration in accordance with the Federal Arbitration Act, 9 U.S.C Sec. 1 et seq., and administered by the American Arbitration Association in accordance with its commercial arbitration rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.  The arbitration proceedings shall be conducted before a panel of three (3) neutral arbitrators.  The place of the arbitration shall be in New York, New York.  Any award in an arbitration initiated under these Terms of Use shall be in accordance with New York law and may be entered into a federal or state court located in the United States of America, State of New York, County of Suffolk. In any arbitration initiated hereunder, the arbitrators will have no authority to award to you any consequential, exemplary, incidental, indirect or special damages, lost profits or punitive or other damages against Diedrich Technologies.
3. By use of this Site, you agree to be bound by all applicable laws and regulations that may pertain to the Site, and you agree that any Information will not be used, removed or exported from the United States or re-exported or released (i) to any of the following countries or a national thereof:  Cuba, Iran, North Korea, Sudan, Syria or any country specified in Country Group E (as specified in the then current Supplement No. 1 to Part 740 of the U.S. Export Administration Regulations) or (ii) to any Entity as specified in Entity List Supplement No. 4 to Part 744 of the U.S. Export Administration Regulations or other country except in compliance with, and with all licenses, license exceptions and approvals required under, the U.S. Export Administration Regulations and all other applicable United States and foreign export laws, rules, restrictions and regulations, including those of the U.S. Department of Commerce and other applicable United States agencies and authorities, as amended from time to time.  Diversion therefrom contrary to U.S. law is prohibited.  If you choose to access this Site from outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws.
4. Diedrich Technologies’ obligations with respect to its products are governed solely by the agreements it enters into with its customers and vendors.  Instead, the rights and obligations concerning the sale of products to you by Diedrich Technologies are governed by Diedrich Technologies’ standard terms and conditions, which are applicable and available upon request.  Notwithstanding any information or confirmation provided by Diedrich Technologies, Diedrich Technologies makes no guarantees or representations with respect to its inventory or the availability of any of Diedrich Technologies products.
5. These Terms of Use and the MC Terms constitute and contain the entire agreement between Diedrich Technologies and you with respect to your access to and use of this Site and its content and supercedes and replaces all prior agreements, prepared or otherwise, whether written or oral, concerning your access to and use of this Site.

NOTE: THE TERMS OF USE CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. BY AGREEING YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS ABOVE. IF YOU REJECT THE TERMS OF USE, YOU WILL BE DENIED ACCESS TO THE SITE.