END-USER SOFTWARE LICENSE AGREEMENT
IMPORTANT - THIS LICENSE AGREEMENT ("AGREEMENT") IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND SNAP-ON TOOLS (AUSTRALIA) PTY LTD ("SNAP-ON"). YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE INSTALLING THIS SOFTWARE PACKAGE ("SOFTWARE"). WHOEVER INSTALLS 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 PRODUCT. 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 WITH THEM, YOU SHALL OBTAIN NO LICENSE TO THE SOFTWARE AND YOU SHOULD PROMPTLY RETURN THE SOFTWARE, UNINSTALLED, TO SNAP-ON.
Upon your acceptance of this Agreement, Snap-on grants, subject to the terms and conditions of this Agreement, to the person or business entity who originally acquired the Software a non-exclusive, non-transferable (except as permitted below), perpetual, personal license to use the Software ("License"). The Software in this package, and any materials associated therewith ("Documentation") are a proprietary product of Snap-on and are protected by copyright law, as well as other intellectual property laws. Snap-on retains title and ownership of the Software and Documentation, and it is being licensed to you and not sold. All rights not expressly granted to you are reserved by Snap-on.
2. PERMITTED USES
YOU MAY: (i) install the Software on a single computer to be used with your automotive diagnostic tool, provided you keep the original solely for backup or archival purposes; (ii) transfer the Software, Documentation and License to another party if the other party agrees to accept the terms and conditions of this Agreement, you retain no copies of the Software or Documentation, and you transfer all of the Software and Documentation to such other party.
3. PROHIBITED USES
YOU MAY NOT: (i) copy the Software into any machine readable or printed form for backup or archival purposes; (ii) modify, merge, translate, decompile, reverse engineer, disassemble, decode, or otherwise alter or attempt to derive the source code of the Software; (iii) use the Software on more than one computer at the same time; (iv) separate the Software's component parts for use on more than one computer; (v) transfer, sub-license, assign, rent, lease, sell, or otherwise dispose of the Software on a temporary or permanent basis except as expressly provided herein; (vi) use the Software in any outsourcing, timesharing or service bureau arrangement; and/or (vii) provide, disclose, divulge or make available to, or permit use of the Software by any third party without Snap-on's prior written consent. You will not remove any proprietary notices from the Software and will include such notices on any authorized copies of the Software.
4. DISCLAIMER OF WARRANTY
SNAP-ON GRANTS THIS LICENSE “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND AND YOUR INSTALLATION OF THIS SOFTWARE IS AT YOUR OWN RISK. NO WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO CONDITION, QUALITY OR PERFORMANCE, INCLUDING BUT NOT LIMITED TO WARRANTIES AS TO SATISFACTORY QUALITY OR FITNESS FOR PURPOSE OF THE SOFTWARE OR DOCUMENTATION (OR IN RESPECT OF NON-INFRINGEMENT OF ANY RIGHTS OF ANY THIRD PARTY) ARE GIVEN OR ASSUMED BY SNAP-ON OTHER THAN AS SET OUT ABOVE, AND ALL SUCH WARRANTIES AND CONDITIONS ARE HEREBY EXPRESSLY EXCLUDED EXCEPT TO THE EXTENT THAT SUCH EXCLUSION IS PROHIBITED BY LAW. SNAP-ON AND ITS AFFILIATED COMPANIES DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE OR DOCUMENTATION IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR IN TERMS OF YOUR REQUIREMENTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SNAP-ON OR ITS AFFILIATED COMPANIES, OR THEIR RESPECTIVE AGENTS, DISTRIBUTORS, DEALERS AND EMPLOYEES, SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS DISCLAIMER OF WARRANTY, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. SNAP-ON DOES NOT WARRANT THE OPERATION OF THE SOFTWARE TO BE UNINTERRUPTED OR ERROR-FREE, NOR DOES SNAPON MAKE ANY WARRANTY OR REPRESENTATION REGARDING THE USE OR OUTPUT OF THE SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, COMPLETENESS, TIMELINESS, SEQUENCE, RELIABILITY OR OTHERWISE OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT SUCH EXCLUSION IS NOT ALLOWED BY APPLICABLE LAW. THE DISCLAIMER OF WARRANTY LIMITS YOUR LEGAL RIGHTS, AND YOU ALSO MAY HAVE OTHER RIGHTS THAT VARY BY JURISDICTION.
5. EXCLUSION OF CONSEQUENTIAL, INCIDENTAL AND CERTAIN OTHER DAMAGES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SNAP-ON NOR ANY OTHER PERSON OR ENTITY INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO SNAP-ON'S AFFILIATED COMPANIES, DISTRIBUTORS OR DEALERS SHALL BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS OR PERSONAL PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR PERSONAL OR CONFIDENTIAL INFORMATION, LOSS OF GOODWILL, OR ANY OTHER PECUNIARY LOSS, LOSS OF ANTICIPATED SAVINGS, DAMAGES FOR LOSS OF PRIVACY, OR FOR FAILURE TO MEET ANY DUTY, INCLUDING ANY DUTY OF GOOD FAITH OR TO EXERCISE COMMERICALLY REASONABLE CARE OR FOR NEGLIGENCE) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OR INABILITY TO USE SUCH SOFTWARE, EVEN IF SNAP-ON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SNAP-ON OR ITS AFFILIATED COMPANIES' TOTAL LIABILITY FOR ANY AND ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO CERTAIN OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. FOR THE AVOIDANCE OF DOUBT, NOTHING CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO EXCLUDE OR RESTRICT SNAP-ON'S LIABILITY FOR DEATH OR PERSONAL INJURY ARISING DUE TO SNAP-ON'S NEGLIGENCE.
6. TAXES AND CHARGES
You will be responsible for all applicable federal, state or local taxes, tariffs or duties, now or hereafter imposed except for those taxes related to the income of Snap-on.
7. EXPORT ADMINISTRATION COMPLIANCE
This Agreement is made subject to any restrictions concerning the export of the Software from the United States of America or the country in which you are located. You will comply fully with all relevant export laws and regulations of the United States and any local country, and you will not export, directly or indirectly, the Software nor any other technical data received from Snap-on, nor any part thereof, in violation of such laws.
8. RESTRICTED RIGHTS
The Software is provided with RESTRICTED RIGHTS. Use, duplication, 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.
9. GOVERNING LAW AND JURISDICTION
This Agreement will be governed by the laws of the New South Wales, Australia (excluding its choice of laws principles). YOU CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN THE COURTS SITTING IN NEW SOUTH WALES, AUSTRALIA. 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 agree that this Agreement is the complete and exclusive statement of the Agreement between you and Snap-on which supersedes any proposal or prior agreement, oral or written, and any other communications between you and Snap-on relating to the subject of this Agreement. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be illegal or unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. Any failure by either party to require strict performance by the other of any provision of this Agreement will not constitute a waiver of such provision or thereafter affect the party's full rights to require strict performance. This Agreement may only be amended by specific written amendment signed by authorized representatives of both parties.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.