End User License Agreement for Electronic Parts Catalog

IMPORTANT - READ CAREFULLY   This License Agreement (the "Agreement") is a legal agreement between you (individually and the company you represent) and Snap-on Business Solutions Inc. f/k/a ProQuest Business Solutions Inc. ("Snap-on"). Snap-on is granting you limited rights to use its Net-Compass software product, together with the associated media, printed materials and online or electronic documentation (collectively, the "Software"). The Software may be delivered to you on disc or downloaded from the Internet. In either case, this Agreement applies.
 
BY INSTALLING OR DOWNLOADING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THE INDIVIDUAL WHO INSTALLS OR DOWNLOADS THE SOFTWARE ALSO REPRESENTS BY DOING SO THAT HE OR SHE IS AUTHORIZED TO BIND TO THE TERMS OF THIS AGREEMENT THE ENTITY FOR WHICH THE SOFTWARE IS TO BE USED.
 
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR DOWNLOAD THE SOFTWARE. RETURN SOFTWARE DELIVERED TO YOU ON DISC WITH ITS PACKAGING TO SNAP-ON AT THE ADDRESS IN PARAGRAPH 3 BELOW. ONLINE, EXIT THIS AGREEMENT AND DO NOT PROCEED TO DOWNLOAD THE SOFTWARE.

1. Grant of License   The Software is licensed to you, not sold. This Agreement grants you the following rights:
    
1. You may install from disc or download and use one copy of the Software, or any prior version for the same operating system, on a single computer. Your license for the Software is non-transferable and non-exclusive.
    
2. You may not reverse engineer, decompile or disassemble the Software. You may use the Software in object code format only. Snap-on does not grant you any license to the source code for the Software.
    
3. The Software is licensed as a single product. Its component parts may not be separated for use on more than one computer.
    
4. You may not rent, lease or lend the Software.
    
5. Without prejudice to any other rights, Snap-on may terminate this license if you fail to comply with the terms and conditions of this Agreement. In such event, you must return to Snap-on or destroy (at Snap-on's option) all copies of the Software and all of its component parts.
    
2. Copyright   All title and copyrights in and to the Software (including the accompanying documentation) and all copies of the Software are owned by Snap-on or its licensors. The Software is protected by copyright laws and international treaties, as well as other intellectual property laws. Therefore, you must treat the Software like any other copyrighted material. You may install the Software on a single computer provided you keep the original solely for backup or archival purposes. You may not copy any documentation accompanying the Software, but you may print electronic documentation for your own internal use.
    
3. Limited Warranty; Customer Remedy   Snap-on warrants that the disc media (if applicable) on which the Software has been delivered is free from all manufacturing defects which would interfere with normal operation in fully compatible hardware for a period of one (1) year after its initial release. Snap-on's entire liability and your exclusive remedy shall be that Snap-on will replace any disc with such a manufacturing defect if such disc is returned to Snap-on, postage prepaid, to Snap-on - Warranty, 1909 Old Mansfield Road, Wooster, Ohio 44691.
    
4. No Other Warranties   SNAP-ON DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING DOCUMENTATION. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE TO STATE.
    
5. No Liability for Consequential Damages   IN NO EVENT SHALL SNAP-ON BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE, EVEN IF SNAP-ON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    
6. Governing Law   This Agreement shall be governed by the laws of the State of Ohio. You hereby agree that any action or other legal proceeding relating to this Agreement shall be litigated only in Cleveland, Ohio . You hereby consent and submit to the jurisdiction of any state or federal court located in Cleveland, Ohio , and waive each objection to the venue of any such action or other proceeding.
    
7. Authorized Dealer   Your right to use the Software is conditioned upon your status as an authorized dealer or customer of a manufacturer or other organization that has licensed Net-Compass software from Snap-on. In the event such manufacturer or other organization is no longer licensed to use Net-Compass or in the event you are no longer an authorized dealer or customer of such organization, Snap-on may terminate your license to use the Software.
    
8. Default   If you fail to comply with any of the terms or conditions of this Agreement, Snap-on may, at its option, terminate this Agreement and your license to use the Software and exercise any and all other rights and remedies available to Snap-on under this Agreement or applicable law. You agree that you will pay or reimburse Snap-on for all reasonable costs and expenses, including reasonable legal fees, incurred to protect or enforce its rights under this Agreement.
    
9. Written Agreement   If you signed a written license agreement with Snap-on covering the Software, the written agreement will continue in effect and its terms will control over any inconsistent terms of this Agreement.