Microtronik End User License Agreement

NOTICE TO USER

Please read the following Software License Agreement (hereinafter called "Agreement") carefully.  This Agreement is a contract. You (hereinafter called "Customer") must agree to all of the terms and conditions of Agreement before installing or using any part or all of the software.  By installing or using any part or all of the software, this Agreement becomes effective and Customer agrees to be bound by all of the terms and conditions of Agreement.

Software License Agreement

1. DEFINITIONS

1.1 "Software" shall mean the computer software "Autohex II Software" developed by Microtronik L.L.C (hereinafter called "Microtronik"), and provided from Microtronik to Customer to be utilized by Customer for Purpose (hereinafter defined).

1.2 "Related Information" shall mean all information, related to Software, regardless of tangible or intangible form, provided from Microtronik to Customer.  Related Information shall include the operational manual of Software.

1.3 "Purpose" shall mean the utilization of Software to diagnose vehicles whether or not they have any malfunctions.

1.4"Confidential Information" shall mean Software provided from Microtronik to Customer, this Agreement itself, and any other confidential information provided from Microtronik to Customer hereunder.

2. LICENSE GRANTED BY MICROTRONIK

2.1 Microtronik grants Customer, who has legally purchased License from Microtronik, a limited, non-exclusive, non-transferable license to install and use Software only for Purpose.

2.2 Autohex II software is based on a license for each car program; every license is registered under the Customer account name, and attached to his hardware serial number, hence the license is not refundable, nor transferable to a different Customer.

2.3 Customer shall not make any copy of Software except as necessary and only at Customer's premise in connection with the rights granted hereunder, and shall reproduce and include any copyright and proprietary notice of Microtronik on such copies of Software.

3. OWNERSHIP

Software and Related Information provided from Microtronik to Customer, and any copies thereof and any other intellectual property rights related thereto under this Agreement shall be and remain the property of Microtronik.

4. RESTRICTIONS

4.1 Customer shall not (and shall not permit other person or entity to) install nor use Software, Related Information, nor any copies thereof for any purpose other than Purpose.

4.2 Customer shall not (and shall not permit other person or entity to) rent, lease, sublease, sell, assign, sublicense, nor otherwise transfer Software, Related Information, or any copies thereof to a third party.

4.3 Customer shall not (and shall not permit other person or entity to) entrust a third party to further develop, change, nor modify

Software.

4.4 Customer shall not (and shall not permit other person or entity to) reverse -engineer, de-compile, nor disassemble Software.

5. CONFIDENTIAL TREATMENT

5.1 Customer shall maintain Confidential Information in confidence and shall employ at least the same degree of care as it exercises to protect its own information of similar importance, but in no event less than a reasonable degree of care and obligation, to prevent any unauthorized disclosure or leakage of Confidential Information to a third party.

5.2 The obligations with respect to Confidential Information provided in Paragraph 5.1 shall effectively survive the release or termination of this Agreement.

6. WARRANTY DISCLAIMER AND INDEMNIFICATION

6.1 MICROTRONIK PROVIDES SOFTWARE "AS IS" WITHOUT ANY KIND OF WARRANTY OF ANY PURPOSE.  THE SUPPLY OF SOFTWARE OR THE GRANT OF RIGHT HEREUNDER BY MICROTRONIK SHALL NOT IMPLY NOR REPRESENT ANY WARRANTY, EITHER EXPRESSED OR IMPLIED, AGAINST MERCHANTABILITY OR FITNESS OF SOFTWARE FOR ANY PARTICULAR PURPOSE, AND/OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS HELD BY THIRD PARTIES.

6.2 MICROTRONIK ASSUMES NO RESPONSIBILITY FOR THE APPLICATION OF, BUGS, ERRORS NOR OMISSION IN SOFTWARE.  IN NO EVENT SHALL MICROTRONIK BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR RESULTING FROM ALL OR ANY PART OF SOFTWARE, THE INSTALLATION, COPY OR USE THEREOF OR INABILITY TO USE SOFTWARE.  FURTHERMORE, MICROTRONIK SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGES OR COSTS ARISING OUT OF LOST PROFITS OR REVENUE, LOSS OF USE OF SOFTWARE, LOSS OF DATA OR EQUIPMENT, COST OF RECOVERING SOFTWARE OR EQUIPMENT, THE COSTS OF SUBSTITUTE SOFTWARE OR EQUIPMENT, OR OTHER SIMILAR COSTS, AND SHALL BE FULLY INDEMNIFIED FROM ANY CLAIM ASSERTED BY CUSTOMER OR THIRD PARTIES.

7. VIOLATION OF AGREEMENT

7.1 Unauthorized downloading, installation, copy or use of Software may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible.

7.2 All Customers’ rights granted hereunder shall automatically terminate if Customer fail to comply with any terms and conditions of this Agreement.  Customer shall erase or destroy Software and all copies thereof from all media in Customer's possession or under Customer's control immediately.  The termination of this Agreement shall not prejudice any rights and remedies that Microtronik may have against Customer, such as damages claimed by Microtronik.

8. TERM AND RELEASE OR TERMINATION

8.1 This Agreement becomes effective as of Customer's agreement by installing or using any part or all of Software.

8.2 Microtronik may terminate this Agreement at any time by delivering notice to Customer, in the reasonable judgment of Microtronik:

(1) If Customer violates any one of provisions hereunder, or

(2) If Customer cannot perform its obligation of confidentiality hereunder.