END USER LICENSE AGREEMENT (“EULA”)

TERMS AND CONDITIONS

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS SOFTWARE. WHOEVER USES THIS SOFTWARE MUST EITHER BE THE PERSON WHO ACQUIRED THE SOFTWARE OR A PERSON AUTHORIZED BY THE PERSON OR ENTITY WHO ACQUIRED THE SOFTWARE TO ACCEPT THE FOLLOWING TERMS ON SUCH PERSON'S OR ENTITY'S BEHALF. "YOU" AND "YOUR" SHALL REFER TO THE PERSON OR ENTITY WHO ACQUIRED THIS SOFTWARE.

BY PRESSING THE "I ACCEPT" BUTTON IN THIS DIALOG BOX YOU AGREE TO BE LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PRESS THE "CANCEL" BUTTON IN THIS DIALOG BOX AND YOU WILL NOT OBTAIN A LICENSE TO USE THE SOFTWARE.

[BY PRESSING THE "I CONSENT" BUTTON IN THIS DIALOG BOX YOU CONSENT TO BE LEGALLY BOUND THE SECTIONS TITLED “GOVERNING LAW”, “LIMITATION OF LIABILITY” AND “WARRANTY AND EXCLUSION OF OTHER WARRANTIES”. IF YOU DO NOT CONSENT TO THESE SPECIFIC TERMS, PRESS THE "CANCEL" BUTTON IN THIS DIALOG BOX AND YOU WILL NOT OBTAIN A LICENSE TO USE THE SOFTWARE.

IF YOU WOULD LIKE TO RETAIN A COPY OF THIS AGREEMENT, PLEASE HIT THE PRINT BUTTON ON THE BOTTOM OF THE PAGE.

1 OWNERSHIP:

1.1 You acknowledge that the Software, the know-how relating to the Software, and the programs, processes and information contained or embodied therein, are confidential and constitute valuable property of Snap-on or other parties from whom Snap-on has obtained marketing and/or license rights. You will take no action in derogation of such property rights. You further acknowledges that all copyright, patent, trademark, trade secret and other intellectual property rights in the Software are and shall remain the exclusive property of Snap-on and/or such other parties, your use of the Software under this Agreement shall not operate to modify or abridge such rights in the Software nor create in you any right in the Software, except the limited license granted.

1.1.1 You will not remove or modify any proprietary notices of Snap-on and/or other parties on the Software or any results generated by the Software or on any related user materials.

1.2 Restrictions on Use:

1.2.1 You may use the Software only in object code format in conjunction with the ATC software and storage products purchased by you and used at the location licensed under any applicable ATC License Agreements. Use of the Software shall be limited to your day-to-day business. You acknowledge and agree that the license granted to you is limited and that this Agreement does not authorize you to have access or any rights to, under or in different versions of the Software.

1.2.2 You have no rights in source code and agrees that you will not, nor will you permit anyone else to, modify, copy, disclose, disseminate or translate any version of the Software supplied to you by Snap-on, or create or attempt to create, or permit others to create or attempt to create, by reverse engineering or otherwise, the source code for all or any part of the Software. Unless prohibited by applicable law, you may make a single back-up copy of the Software, but you shall not use the copy for any purpose other than for back‑up.

1.2.3 Your rights to use the Software shall not be assigned, licensed or otherwise transferred to a successor, affiliate or any other person, firm, corporation or other organization, voluntarily, by operation of law, or by merger, other amalgamation, de-merger, split-up, spin-off, transfer or contribution of business or universality of assets and liabilities or in any other manner without the prior written consent of Snap-on, which consent shall be at the sole option of Snap-on. Any actual or attempted assignment, license or transfer of your rights, duties or obligations under this Agreement without such consent is void, and Snap-on may, at its option, immediately terminate this Agreement for default.

1.3 Protection And Security Of Software and Database: You agree that you will maintain the Software in a secure fashion and take all necessary measures to protect it from theft, reproduction or unauthorized modification, copying, disclosure, dissemination or translation. You will not disclose the Software to anyone except to your employees and agents to whom such disclosure is necessary for your use of the Software as permitted by this Agreement, and such persons shall be obligated to maintain the Software at a level of security at least equal to that used by a prudent business to protect its own confidential or proprietary information.

2 DEFAULT AND REMEDIES

2.1 Injunctive Relief: If you attempt to modify, copy, disclose, disseminate or translate or otherwise use the Software or any substantial portion in a manner contrary to this Agreement or take any action (or permit any action to be taken) which could jeopardise the validity of the intellectual property rights in the Software, or otherwise breache any obligation regarding confidentiality, proprietary information or intellectual property, whether the rights are explicitly stated herein, determined by law, or otherwise, Snap-on shall have, and you agree, in addition to any other remedy, the right of injunctive relief, you hereby acknowledging that other remedies are inadequate.

3 WARRANTY AND EXCLUSION OF OTHER WARRANTIES

3.1 Snap-on gives no representations, warranties, conditions or other terms, express or implied, relating to the performance, quality or fitness of purpose of the Software.

3.2 Unless prohibited by applicable law, this agreement has been entered into between professionals, and constitutes a pure business to business relationship, therefore no consumer’s statutory rights shall apply to this agreement.

4 LIMITATION OF LIABILITY:

4.1 Snap-on’s aggregate liability whether for negligence, breach of contract, misrepresentation or otherwise, except for liability for death or personal injury directly resulting from Snap-on’s negligence, arising from any faults in the Software or from the use of the Software, shall be to the amount paid by you for the Software.

4.2 In no event will Snap-on be liable to you for any indirect or consequential losses or expenses, howsoever caused, and including without limitation loss of anticipated profits or savings, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party claims.

4.3 No provision in this Agreement shall be taken as excluding or restricting or attempting to exclude or restrict any liability for death or personal injury arising from the negligence of Snap-on.

4.4 This Clause 4 survives termination of this Licence for any reason.

5 EXCUSABLE DELAY:

Snap-on shall not be liable for delays in performance due to any cause reasonably beyond its control including, but not limited to, those caused by fire, flood, explosion, accident, unavailability of parts or materials, energy shortage, labour trouble, war, inclement weather, sabotage or law or government regulation.

6 JOINT AND SEVERAL:

If more than one party shall execute this Agreement, all such parties shall be jointly and severally obligated hereunder.

7 NOTICES:

All notices hereunder shall be in writing and shall be sent by registered or certified mail, postage prepaid, to the applicable party at the address set forth in this Agreement. The date of postmark shall be deemed the date on which such notice is given.

8 WAIVER:

No delay by either party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, or shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise of that or any other right, power or remedy.

9 MODIFICATION:

This Agreement can only be modified by written agreement duly signed by persons authorised to sign such agreement on behalf of the parties.

10 GOVERNING LAW AND CHOICE OF JURISDICTION:

10.1 This Agreement is governed by, and shall be construed in accordance with Wisconsin law.

10.2 The courts of Milwaukee, Wisconsin have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement (respectively, “Proceeding” and “Disputes”) and, for these purposes, each party irrevocably submits to the jurisdiction of the courts of Milwaukee, Wisconsin.

10.3 Each party irrevocably waives any objection, which it might at any time have to the courts of Milwaukee, Wisconsin being nominated as the forum to hear and decide any Proceedings and to settle any Disputes and agrees not to claim the courts of Milwaukee, Wisconsin are not a convenient or appropriate forum.

11 PERFORMANCE THROUGH SUBCONTRACTORS:

Snap-on may engage any of its affiliates or other subcontractors to assist in performing services under this Agreement.

12 SEVERABILITY:

The invalidity, illegality or unenforceability of a provision of this Agreement does not affect or impair the continuation in force of the remainder of this Agreement.

13 DEFINITIONS: Capitalized terms in this Agreement are defined as follows:

“Application” means a program used for a particular task.

“Software” means the software provided by Snap-on in machine readable form that enables Snap-on’s ATC products. “Software” may include third-party programs selected and provided by Snap-on in connection with the Application but does not include any third-party software or programs not provided by Snap-on.