SNAP-ON UK HOLDINGS - END USER LICENSE AGREEMENT

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS SOFTWARE VIA THE SUBSCRIPTION. 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. "CUSTOMER", "YOU" AND "YOUR" SHALL REFER TO THE PERSON OR ENTITY WHO ACQUIRED THIS SOFTWARE.

1 LICENSE:

Subject to the terms and conditions herein, Customer is hereby granted a non-exclusive, revocable, limited, non-transferable, non-sublicensable license to use the Software and Database.

2 OWNERSHIP:

2.1 Customer acknowledges that the Software and the Database, the know-how relating to the Software and Database, and the programs, processes and information contained or embodied therein, are confidential and constitute valuable property of Snap-on UK Holdings ("Snap-on") or other parties from whom Snap-on has obtained marketing and/or license rights. Customer will take no action in derogation of such property rights. Customer shall not rent, lease, sell, sublicense, grant a security interest in or otherwise transfer any rights in or to the Software or Database. Customer further acknowledges that all copyright, patent, trademark, trade secret and other intellectual property rights in the Software and Database are and shall remain the exclusive property of Snap-on and/or such other parties, and Customer's use of the Software and Database under this Agreement shall not operate to modify or abridge such rights in the Software and Database nor create in Customer any right in the Software or Database, except the limited license granted.

2.1.1 Snap-on is authorized by Manufacturer or Manufacturer's licensees to republish certain image and text information for license to authorized users. Snap-on's ability and obligation to provide Database information to Customer is subject to and dependent upon Snap-on's continued access to such information from the Manufacturer. Snap-on shall not be obligated to provide Customer with the Database or any updates in the event that the applicable Manufacturer fails to provide the necessary information, properly formatted, in a timely manner or determines that Customer has ceased to be eligible or authorized to use the Database or related updates.

2.1.2 Customer 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, in the Database or on any related user materials.

2.2 Restrictions on Use:

2.2.1 Except as otherwise provided herein, Customer may only use the Software supplied to them with the Database supplied to them on the specified machine or via the Internet. Use of the Software and the Database shall be limited to the generation of selected lists of information and images from the Database in the ordinary, day-to-day business of Customer. Customer shall not generate or attempt to generate a listing (on paper or in any other format) of all or any substantial portion of the information or images in the Database for any purpose. Customer acknowledges and agrees that the license granted to it is limited and that this Agreement does not authorize Customer to have access or any rights to, under or in different versions of the Software or Database.

2.2.2 Except as otherwise provided herein, Customer has no rights in source code and agrees that it will not, nor will it permit anyone else to, modify, copy, disclose, disseminate, create any derivative work or translate any version of the Software or any portion of the Database supplied to Customer by Snap-on, or create or attempt to create, or permit others to create or attempt to create, by reverse engineering, disassembling, unobfuscating, reformatting or otherwise, the source code for all or any part of the Software. Unless prohibited by applicable law, Customer may make a single back-up copy of the Software, but Customer shall not use the copy for any purpose other than for back‑up.

2.2.3 Customer's rights to use the Software and Database 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 Customer's 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.

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

3 DEFAULT AND REMEDIES:

3.1 Injunctive Relief: If the Customer attempts to modify, copy, disclose, disseminate or translate or otherwise use the Software or the Database or any substantial portion of either in a manner contrary to this Agreement or takes any action (or permits any action to be taken) which could jeopardize the validity of the intellectual property rights in the Software or the Database, or otherwise breaches 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 the Customer agrees, in addition to any other remedy, the right of injunctive relief, the Customer hereby acknowledging that other remedies are inadequate.

4 WARRANTY AND EXCLUSION OF OTHER WARRANTIES:

4.1 Snap-on gives no representations, warranties, conditions or other terms, express or implied, relating to the performance, quality or fitness of purpose of the Subscription Services other than as set out in the License.

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

5 LIMITATION OF LIABILITY:

5.1 Snap-on aggregate liability whether for negligence, breach of contract, misrepresentation or otherwise, except for liability for death or personal injury resulting from Snap-on negligence, arising from any faults in the Subscription or from the use of the Subscription, shall be to the amount paid by the Customer for the Subscription.

5.2 IN NO EVENT WILL SNAP-ON BE LIABLE TO THE CUSTOMER 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.

5.3 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.

5.4 This Clause 5 survives termination of this License for any reason.

6 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.

7 JOINT AND SEVERAL:

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

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 authorized to sign such agreement on behalf of the parties.

10 EXPORT REGULATIONS:

Software and Database deliver under this Agreement may be subject to export or import regulations in other countries. You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export or import as may be required after deliver to you.

11 GOVERNING LAW AND CHOICE OF JURISDICTION:

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

11.2 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.

11.3 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.

12 PERFORMANCE THROUGH SUBCONTRACTORS:

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

13 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.

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

"Application" means a program used for a particular task.

"Database" means the database(s) of a selected set of image, graphic and text information provided by Snap-on.

"Manufacturer" means any original equipment manufacturer or other supplier of the technical information included in the Database.

"Software" means the software provided by Snap-on in machine readable form as set forth on the front page of this Agreement. "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.

15 OTHER TERMS

If you are accessing the Software and Database via the Internet, the Privacy Policy posted on the website will also govern your use of the Subscription.