ATC SOFTWARE LICENSE AGREEMENT

This ATC Software License Agreement (this "Agreement"), is a binding agreement between Snap-on Industrial, a division of IDSC Holdings LLC, a Delaware corporation, or its affiliates ("Snap-on"), and the person or entity identified on the ATC Account Setup as the licensee of the Software ("Licensee").

SNAP-ON PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY OPERATING YOUR ATC UNIT, OR OPERATING THE ATC SOFTWARE YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, SNAP-ON WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE'S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF SNAP-ON'S ATC SOFTWARE.

You, as the Licensee, agree as follows:

1. DEFINITIONS

“ATC Software” shall mean the software programs for which Licensee is purchasing a license, whether Unit Software, Administrator Software, or both.

“Unit Software” shall mean the software created by Snap-on that comes installed on the ATC Unit. The Unit Software may include third party software, including but not limited to operating systems, licensed to Snap-on; provided, however that Unit Software does not include any third party software (i) that the Licensee requires as a result of its systems or polices to run the Unit Software or (ii) within which the Licensee has required the Unit Software to be installed, developed or incorporated, in each case the Licensee will provide the necessary licenses to Snap-on for any such required third party software.

“Administrator Software” shall mean the Snap-on Level 5 Administrator Software product. The Administrator Software may include third party software, including but not limited to operating systems, licensed to Snap-on; provided, however that Administrator Software does not include any third party software (i) that the Licensee requires as a result of its systems or polices to run the Administrator Software or (ii) within which the Licensee has required the Administrator Software to be installed, developed or incorporated, in each case the Licensee will provide the necessary licenses to Snap-on for any such required third party software.

"Designated Computer" shall mean the one (1) computer installed on the ATC Unit sold to you as part of the ATC Unit upon which Licensee shall run the Unit Software. “Designated Computer” shall have no defined meaning for licenses of the Snap-on Level 5 Administrator Software.

“Use” shall mean when the Software is loaded into the temporary memory (i.e., RAM) or installed into the permanent memory (e.g., floppy disk, hard disk, CD-ROM disk, or other storage device) of an individual computer, except that a copy installed on a network server for the sole purpose of distribution to other computers is not “in use.” If the anticipated number of users of the Administrator Software will exceed the number of applicable Licenses, then you must have a reasonable mechanism or process in place to assure that the number of persons using the Administrator Software concurrently does not exceed the number of licenses. “Use” shall have no defined meaning for licenses NOT concerning the Snap-on Level 5 Administrator Software.

2. LICENSE

Sections 2.1 and 2.2 are only applicable to Unit Software.

2.1 You are granted a single, non-transferable, nonexclusive license to use the Unit Software only on the Designated Computer. You may copy the Unit Software into machine readable form for backup purposes in support of your use of the Unit Software on the Designated Computer, limited to one copy. No other copies shall be made unless authorized in writing by Snap-on.

2.2 You may not rent, distribute or transfer copies of the Unit Software or documentation to others; reverse compile, modify, disassemble, decompile, reverse engineer, or translate the Unit Software or documentation; make any copies of the Unit Software modules for use with other programs; or use the Unit Software on more than one computer at any time or in a manner that allows the Unit Software to be accessed and Used from more than one computer at any time.

Sections 2.3 and 2.4 are only applicable to Administrator Software.

2.3 You are granted a non-transferable, nonexclusive license to Use the Administrator Software only on one computer at a time, which computer shall be designated as the Snap-on Level 5 Administrator computer. You may install this copy of the Administrator Software on additional computers or on a network server, provided that the Administrator Software may only be in Use on one computer at a time. No other copies shall be made unless authorized in writing by Snap-on.

2.4 You may not rent, distribute or transfer copies of the Administrator Software or documentation to others; reverse compile, modify, disassemble, decompile, reverse engineer, or translate the Administrator Software or documentation; make any copies of the Administrator Software modules for use with other programs; or Use the Administrator Software on more than one terminal of a network, on a multi-user computer, on a time-sharing system, on a service bureau, or on any other system on which the Administrator Software could be in Use by more than one person at a time.

The remaining provisions are applicable to all Software licenses.

2.5 The Software is owned by Snap-on and its subsidiaries and is protected by United States copyright laws and international treaty provisions, is comprised of proprietary trade secret information of Snap-on and/or its licensors and shall be held in confidence by Licensee and protected from disclosure to third parties. No title to the intellectual property is transferred. To the extent copies are permitted, you must reproduce and include all applicable copyright notices on any copy.

2.6 Snap-on's licensors having a proprietary interest in the Software shall have the right to enforce such interests, including the right to terminate this Agreement in the event of a breach of its terms pertaining to such proprietary interests.

2.7 EXCEPT IN CONNECTION WITH TRANSFER OF YOUR ATC UNIT TO A THIRD PARTY WHO IS BOUND BY THE TERMS HEREOF, IF YOU TRANSFER POSSESSION OF ANY COPY OF THE SOFTWARE TO ANOTHER PARTY WITHOUT WRITTEN CONSENT OF SNAP-ON, YOUR LICENSE IS AUTOMATICALLY TERMINATED. Any such permitted transfer must (i) be made on a permanent basis, (ii) include a transfer of this Agreement, the Software, and all accompanying written materials (and you may not retain any copies of such materials), and (iii) include the most recent update and all prior versions. Any attempt otherwise to sublicense, assign or transfer any of the right, duties or obligations hereunder is void.

2.8 The Software is provided with RESTRICTED RIGHTS. Duplication, use, or disclosure by or on behalf of any unit or agency of the United States Government (the "Government") is subject to restrictions as set forth in subparagraph (c)(1) of the Rights in Technical Data and Computer Licensed Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Licensed Software---Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Snap-on Incorporated or one of its affiliates, 2801 80th Street, Kenosha, WI 53143.

3. WARRANTY

3.1 Warranty: Snap-on warrants, for the identified Customer’s benefit alone, that for a period of ONE YEAR from the date of purchase the ATC Unit and the media on which the ATC Software is embedded (“ATC Goods”) shall materially conform to Snap-on’s specifications and user documentation in effect as of the date of purchase and will be free from defects in material and workmanship.

3.2 Limitations: The warranty does not apply where the ATC Goods have:

(a) been subjected to abuse, misuse, neglect, negligence, accident, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by Snap-on;

(b) been reconstructed, repaired, or altered in a manner not intended by the parties; or

(c) been used with any third-party product, hardware, or product that has not been previously approved in writing by Snap-on.

3.3 Remedy: Customer’s exclusive remedy for a breach of the warranty is as follows

(a) If Snap-on’s inspection and testing reveals, to Snap-on’s reasonable satisfaction, that such ATC Goods do not conform to the warranty and any such defect has not been caused or contributed to by any of the limitations outlined above, Seller shall in its sole discretion, and at its expense (i) repair or replace such defective ATC Goods (or in the case of software media, adjust or reinstall) or (ii) credit or refund the Price of such defective ATC Goods less any applicable discounts, rebates or credits;

(d) If Snap-on exercises its option to repair or replace, Snap-on shall, after receiving Customer’s defective ATC Goods ship to Customer, at Snap-on’s expense and risk of loss, the repaired or replaced ATC Goods to the ATC Site Address indicated above. Any additional costs for shipping to a different location shall be Customers. In no event shall Customer reconstruct, repair, alter, or replace any ATC Goods, in whole or in part, either itself or by or through any third party.

THIS WARRANTY SECTION SETS FORTH THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SNAP-ON’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THIS SECTION.

4. LIMITATION OF LIABILITY

4.1 IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE SHALL SNAP-ON OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PENAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUES, LOSS OF USE OF THE SOFTWARE OR ANY PART THEREOF, OR ANY ASSOCIATED EQUIPMENT, DAMAGE TO ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES, SERVICES OR REPLACEMENT POWER, DOWN TIME COSTS, OR CLAIMS OF LICENSEE'S CUSTOMERS AND TRANSFEREES FOR SUCH DAMAGES EVEN IF SNAP-ON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4.2 EXCEPT AS PROVIDED IN THE INDEMNITY SECTION, IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT OR WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL SNAP-ON'S LIABILITY TO LICENSEE FOR ANY LOSS OR DAMAGE ARISING OUT OF, OR RESULTING FROM THIS AGREEMENT, OR FROM ITS PERFORMANCE OR BREACH, OR FROM THE SOFTWARE OR ANY PART THEREFORE, OR FROM ANY SERVICE FURNISHED HEREUNDER, EXCEED THE QUOTED CHARGES FOR THE SOFTWARE OR PRICE OF THE ATC UNIT ON WHICH THE SOFTWARE IS INSTALLED. ANY SUCH LIABILITY SHALL TERMINATE UPON THE TERMINATION OF THE WARRANTY PERIOD AS SET FORTH IN SECTION.

4.3 If Snap-on furnishes Licensee with advice or other assistance which concerns Software or any portion thereof supplied hereunder or any system or equipment on which any such software may be installed and which is not required pursuant to this Agreement, the furnishing of such advice or assistance will not subject Snap-on to any liability, whether in contract, warranty, tort, (including negligence) or otherwise.

4.4 The products to be licensed or sold hereunder are not sold or licensed for use in any nuclear, chemical or weapons production facility or activity, or other activity where failure of the products could lead directly to death, personal injury or severe physical or environmental damage. If so used, Snap-on disclaims all liability for any damages arising as a result of the hazardous nature of the business in question, including but not limited to nuclear, chemical or environmental damage, injury or contamination, and Licensee shall indemnify, hold harmless and defend Snap-on, its officers, directors, employees and agents against all such liability, whether based on contract, warranty, tort (including negligence), or any other legal theory, regardless of whether Snap-on had knowledge of the possibility of such damages.

5. INDEMNITY

5.1 Snap-on warrants that the Software shall be delivered free of any rightful claim for infringement of any United States patent or copyright. If notified promptly in writing and given authority, information and assistance, Snap-on shall defend, or may settle, at its expense, any suit or proceeding against Licensee so far as based on a claimed infringement which would result in a breach of this warranty and Snap-on shall pay all damages and costs awarded therein against Licensee due to such breach. In case the Software is in such suit held to constitute such an infringement and its use is enjoined, Snap-on shall, at its expense and option, either procure for Licensee the right to continued use, or replace same with a non-infringing product or part, or modify the Software so that it becomes non-infringing, or remove the software and refund the license charge pertaining thereto (less reasonable depreciation for any period of use) and any transportation costs separately paid by Licensee. The foregoing states the entire liability of Snap-on for patent and copyright infringement by the Software or any part thereof.

5.2 The indemnity under the preceding paragraph shall not apply to any use of Software in conjunction with any other product in a combination not furnished by Snap-on as a part of this transaction. As to any such use in such combination, Snap-on assumes no liability whatsoever for patent and copyright infringement and Licensee will hold Snap-on harmless against any infringement claims arising therefrom.

6. TERM AND TERMINATION

6.1 You may terminate the license granted hereunder at any time by destroying the Software together with all copies thereof and notifying Snap-on in writing that all use of the Software has ceased and that same has been destroyed.

6.2 Snap-on, upon thirty (30) days’ notice, may terminate this Agreement or any license hereunder if Licensee fails to perform any obligation or undertaking to be performed by it under this Agreement or if Licensee attempts to assign this Agreement without the prior written consent of Snap-on, unless in connection with transfer of your ATC unit to a third party who is bound by the terms hereof and otherwise in compliance with Section 2.8 hereof. Within twenty (20) days after any such termination of this Agreement, Licensee shall certify in writing to Snap-on that all use of the Software has ceased, and that same has been returned or destroyed, in accordance with Snap-on's instructions.

6.3 Sections 4, 6 and 7 of this Agreement shall survive any expiration or termination and remain in effect. Termination of this Agreement or any license hereunder shall not relieve Licensee of its obligation to pay any and all outstanding charges hereunder nor entitle Licensee to any refund of such charges previously paid.

7. EXPORT

7.1 If you intend to export (or reexport), directly or indirectly, the software products or technical information relating thereto supplied hereunder or any portion thereof, it is your responsibility to assure compliance with U.S. export control regulations and, if appropriate, to secure any required export licenses in your own name.

8. GENERAL

8.1 This Agreement will be governed by the laws of the State of Wisconsin (excluding its choice of laws principles). YOU CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN THE FEDERAL COURTS SITTING IN MILWAUKEE COUNTY, WISCONSIN, UNLESS NO FEDERAL JURISDICTION EXISTS, IN WHICH CASE YOU CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN ANY STATE COURT LOCATED IN WISCONSIN. YOU WAIVE ALL DEFENSES OF LACK OF PERSONAL JURISDICTION AND FORUM NON CONVENIENS. THE PARTIES HEREBY EXPRESSLY AGREE THAT THIS AGREEMENT SHALL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. FURTHER, NO CHANGE OR AMENDMENT TO THIS AGREEMENT SHALL BE EFFECTIVE UNLESS AGREED TO BY WRITTEN INSTRUMENT SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF SNAP-ON.