MITCHELL 1^®END USER LICENSE AGREEMENT

THIS MRIC END USER LICENSE AGREEMENT (the "Agreement") is by and between MITCHELL REPAIR INFORMATION COMPANY, LLC, P.O. Box 509044, San Diego, California 92150-9044 ("MRIC") and the company or individual identified on the MRIC Order Form that references this Agreement ("End User").

1. Order Form. The "Order Form" consists only of the information provided and selected by End User on the MRIC Order Form that references this Agreement and the terms and conditions contained on such order form. Order Form may be supplemented or modified by a written agreement between MRIC and End User that specifically references and incorporates this Order Form or otherwise is incorporated into the Order Form by reference. MRIC may modify Order Form if modifications do not affect Product, Subscription Period, or Payment.

2. Products. The products being offered by MRIC for licensing are listed on the Order Form. The products selected by End User for licensing to End User, as indicated on the Order Form, are referred to in this Agreement as the "Products."

3. Subscriptions.

(a) The Products are licensed, and not sold, on a subscription-basis only. End User may select on the Order Form the type of subscription to be purchased by End User (each a "Subscription"). Each Subscription may be subject to different terms and conditions as described below. The term of a Subscription will commence on the date an Order is accepted by MRIC as described in Section 4 below ("Commencement Date"), and unless terminated earlier in accordance with this Agreement, will continue for the term described in the applicable Subscription below (each a "Subscription Period"). Each renewal of a Subscription will be considered a new Subscription Period. During the applicable Subscription Period, End User will receive any updates to the Product that MRIC makes available generally to its customers as part of the applicable Subscription ("Updates").

(b) The terms below corresponding to the Subscription selected by End User will apply:

(i) Purchase. The Subscription Periods for this Subscription are either twelve (12) or twenty-four (24) months as selected by End User on the Order Form. A Subscription under this option may be renewed by End User for successive twelve (12) month periods at the end of the then-current Subscription Period and on each anniversary of the Commencement Date thereafter, unless either End User or MRIC have agreed to renew for an extended term, the length and terms of which shall be in writing, signed by MRIC and End User. At the end of the applicable Subscription Period, if the Subscription is not renewed, subject to the terms and conditions of this Agreement, End User will have a perpetual license of that version of the Product licensed to End User as of the end of the applicable Subscription Period, but will not be entitled to any Updates to the Product after the end of the applicable Subscription Period. Any renewals of a Subscription will constitute a separate Order.

(ii) Purchase Option Plan (POP). The Subscription Period for this Subscription is effective for an initial term of twelve (12) or twenty-four (24) months following the Commencement Date ("Initial POP Subscription Period"). In addition to the applicable Subscription fees, End User may be required to pay MRIC a one-time activation fee to commence the POP Subscription. The activation fee is non-refundable once the Order is submitted to MRIC unless MRIC declines to accept the Order. MRIC will bill End User monthly, with payments due within thirty (30) calendar days following the date of the MRIC invoice. After the Initial POP Subscription Period, the Subscription Period for this Subscription will renew automatically for additional periods of twelve (12) months each (each a "POP Renewal Period"), unless End User cancels this Subscription in a written notice to MRIC that is received by MRIC no less than thirty (30) calendar days prior to expiration of the then-current Subscription Period. A Subscription may not be cancelled during the Initial POP Subscription Period or any POP Renewal Period unless End User pays MRIC the applicable buy-out fee to cancel a Subscription. MRIC reserves the right to change pricing upon notice to End User prior to each POP Renewal Period. At the end of the Initial POP Subscription Period or any POP Renewal Period, End User must return to MRIC the Product, any Updates, documentation and all copies thereof and discontinue use of the Product, any Updates and all documentation unless End User elects to purchase a perpetual license to use that version of the Product licensed to End User as of the end of the applicable Subscription Period (buyout). If End User purchases the perpetual license, End User will not be entitled to any Updates unless End User purchases a renewal subscription. Perpetual license buyout is not available for products delivered online.

4. Orders. End User represents and warrants that the person signing or otherwise authorizing this Order Form is an authorized representative of End User and is authorized to commit End User to the Order described in the Order Form. End User acknowledges and agrees that the Order Form and the registration, payment and other information submitted by End User on the Order Form (“Registration Information”) constitutes an “Order” by End User and is complete and accurate. End User further acknowledges and agrees that, upon the signing or other authorization of this Order Form by End User and acceptance by MRIC, this Order shall become a part of this Agreement, all of which shall be binding on End User. For Products delivered electronically, MRIC's acceptance will be deemed to have occurred when MRIC sends End User an electronic message confirming the Order. For all other Orders of Product, MRIC’s acceptance will be deemed to have occurred upon MRIC’s shipment of the Product to End User. All Orders of Product are licensed FCA shipping point. Each Subscription and Order shall be subject to the terms and conditions of this Agreement.

5. Term. Each Subscription may be ordered for a certain term selected by End User when submitting End User's Order as further described in this Agreement. This Agreement shall be effective from the Commencement Date and shall continue for as long as End User is authorized to use the applicable Product in accordance with this Agreement (the “Term”).

6. License.

(a) Subject to the terms and conditions of this Agreement, MRIC grants to End User a personal, nonexclusive, nontransferable, limited license to access and use the executable version of the applicable Product during the applicable Subscription Period purchased by End User solely for the purpose of: (i) providing vehicle mechanical services; (ii) estimating vehicle mechanical parts and labor cost estimates; and (iii) conducting vehicle shop management. Unless the Order Form specifies otherwise, the license shall be for a single user. If the Order Form authorizes more than one user, then the number of users shall be limited to the number set forth on the Order Form. When technically and reasonably feasible, End User may make one copy of the Product solely for backup purposes.
(b) If MRIC receives a buy-out fee for a perpetual license to a Product in accordance with the terms of this Agreement, subject to the terms and conditions of this Agreement, MRIC grants to End User a personal, nonexclusive, nontransferable, perpetual license to access and use that version of the Product licensed to End User on the date End User elects to pay the buyout fee solely for the purpose of: (i) providing vehicle mechanical services; (ii) estimating vehicle mechanical parts and labor cost estimates; and (iii) conducting vehicle shop management. When technically and reasonably feasible, End User may make one copy of the Product solely for backup purposes. End User shall not be entitled to any Updates following the payment of the buy-out fee unless End User purchases a renewal subscription. Perpetual license buyout is not available for products delivered online.
(c) Regardless of the Subscription Period, End User may not (i) copy or reproduce the Product except as permitted in this Agreement; (ii) allow the Product or data from the Product to be made available to any person other than End User; (iii) assign, sell, transfer or pass along the data, the Product or access to the Product; (iv) translate, reverse engineer, decompile, disassemble or otherwise access the source code; and (v) provide services for a fee or otherwise use the Product without prior written agreement from MRIC. MRIC and its third party licensors shall retain title at all times to the Product, and End User shall have no rights therein except to use the Product as permitted by this Agreement during the applicable Subscription Period.
(d) The Products may be comprised of third party products licensed by a third party to MRIC and will be subject to all of the terms and conditions of this Agreement. End User's license to use such third party products will be limited to End User's applicable Subscription for such third party products and may be used only in connection with the MRIC Products.
(e) End User shall not remove, alter or destroy any form of copyright notice, proprietary markings or confidential legends placed upon or contained with the Product.

7. Price and Payment Terms.

(a) End User agrees to pay MRIC (i) the applicable fees set forth on the Order Form or otherwise authorized by End User, (ii) the then-current renewal fees applicable to a Subscription for a Product ordered by End User, and (iii) any sales, use, excise and other similar taxes, and shipping costs applicable to an Order (collectively, the "End User Fees"). Unless otherwise specified in this Agreement, MRIC reserves the right to change End User Fees at any time.

(b) As applicable, End User hereby authorizes MRIC to charge the End User Fees to the payment card or checking account number provided by End User. By submitting a payment card or checking account number as the form of payment, End User represents and warrants that End User's use of the particular card or checking account is authorized and that all information submitted is true and accurate (including, without limitation, payment card number and expiration date). In doing so, End User also authorizes MRIC to charge to the payment card or checking account tendered all amounts payable by End User to MRIC based on the Subscription plan selected (including all renewals thereof), including, but not limited to, all fees and any applicable taxes MRIC is required to collect. End User agrees to update its account registration and payment card or checking account information immediately with any change in the payment card information including, but not limited to, any change in expiration date. If MRIC is unable to process the payment card or checking account at any time, End User's account may be immediately suspended or terminated and End User will remain responsible for all amounts payable by End User to MRIC. The payment card or checking account issuer agreement governs use of your payment card or checking account and End User must refer to that agreement with respect to End User's rights and liabilities as an account holder. If MRIC does not receive payment from its payment card or checking account issuer or its agent, End User agrees to pay MRIC all amounts due upon demand by MRIC. MRIC reserves the right to not renew End User's account at any time for any reason.

(c) If any payment due by End User is late, the End User will be deemed to be in default. Late payments will earn interest charged to the End User at the lower of a monthly rate of 1.5 percent per month, or the maximum interest amount allowed by local law.
(d) If End User is in default, MRIC may take possession of Product licensed under this Agreement and cease delivery of any Updates. In the event of an End User default, the End User is responsible for all collection costs, including costs incurred by MRIC in taking possession of software, plus attorney's fees.

8 Maintenance of Equipment and Software. End User, and not MRIC, shall bear sole responsibility to obtain, maintain and operate, or cause to be obtained, maintained and operated at End User's own expense, all equipment and software that may be necessary for End User to access and use the Product. The minimum requirements may be updated from time to time by MRIC. End User is responsible solely for ensuring compatibility with the Product and for any new hardware or software required by End User to maintain compatibility with the Product.

9. Confidentiality. End User acknowledges that the Product comprises software, equipment and Data that constitutes a trade secret of MRIC and in which MRIC has a proprietary interest. End User agrees that such software, equipment and Data and any of those portions of the Product not available to the general public may not be disclosed to others, copied, reproduced, disseminated, broadcast, displayed, reverse engineered, disassembled, compiled or used for any purpose other than as specifically permitted in Section 6 above. End User shall exercise its best efforts to protect the Product and to prevent dissemination or use of the Product to or by unauthorized persons. Furthermore, End User shall not assign, pledge, sublicense or permit any other use of the Product without obtaining the prior written consent of MRIC, which consent may be withheld at the sole discretion of MRIC.

10. Product Modifications. MRIC reserves the right to make changes to the Product at any time without prior notice to End User including, but not limited to, changes in rules of operation, security measures, accessibility policies and procedures, types of terminal equipment, types of Product equipment and Product programming languages.

11. Data Protection Service

11.1 Services

If Customer activates Data Protection Services (Data Protection), MRIC agrees to provide the following:

(a) Periodic web based electronic copying and storage of files, including, and limited to, Mitchell 1/ShopKey shop management product database files.
(b) MRIC customer service personnel to provide web based restoration of electronically stored files, including, and limited to, Mitchell 1/ShopKey shop management product database files.

11.2 Rights and Restrictions

(a) MRIC reserves the right to use third parties to provide any of the Data Protection services under this Agreement (“Third Party Provider”).
(b) MRIC reserves the right to modify or discontinue, temporarily or permanently, all or a part of the Data Protection services to the extent such services are modified or discontinued for substantially all of its customers.
(c) Mitchell 1 agrees not to disclose or use any Customer’s specific company or end customer data shared with Mitchell 1 except to the extent necessary to carry out its obligations under this Agreement, which may include sharing such Customer’s specific company or end customer data with Third Party Providers. Mitchell 1 reserves the right to aggregate and market general data collected from a Customer for the purposes of benchmarking, research and data analysis.
(d) MRIC’s Third Party Providers are direct beneficiaries of this Agreement and shall have the right to enforce this Agreement against Customer with respect to any violation by Customer affecting the products of Third Party Providers licensed to Customer under this Agreement.

12. Disclaimer.

(a) THE PRODUCT IS DELIVERED "AS IS" AND MRIC AND ITS THIRD PARTY LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH RESPECT TO THE PRODUCT OR ANY SERVICES PERFORMED BY ANY THIRD PARTY. NEITHER MRIC NOR ITS THIRD PARTY LICENSORS WARRANT THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE.

(b) END USER ACKNOWLEDGES AND AGREES THAT:

MRIC IS NOT THE MANUFACTURER OR DISTRIBUTOR OF ANY AUTOMOTIVE REPAIR PARTS REFERENCED IN THE PRODUCT;
NEITHER MRIC NOR ITS THIRD PARTY LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE QUALITY OR AVAILABILITY OF SUCH PARTS OR THE ACCURACY OF THE PRICES OF SUCH PARTS;
THE DATA MADE AVAILABLE TO END USER ON OR THROUGH THE PRODUCT IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND INFORMATIONAL CONTENT;
END USER USES SUCH DATA SOLELY AT END USER'S OWN RISK. END USER ACCEPTS FULL RESPONSIBILITY FOR ANY AND ALL DECISIONS MADE BY END USER IN RELIANCE UPON SUCH DATA;
END USER ACCEPTS FULL RESPONSIBILITY FOR ANY AND ALL DECISIONS MADE BY END USER IN RELIANCE UPON SUCH DATA;
IN ENTERING INTO THIS AGREEMENT AND/OR PURCHASING A SUBSCRIPTION, END USER IS NOT RELYING UPON ANY REPRESENTATIONS (ORAL, WRITTEN OR OTHERWISE) MADE BY MRIC, ITS THIRD PARTY LICENSORS, AUTHORIZED RETAILERS OR ANY OTHER PERSON.
IF END USER UTILIZES ANY NON-MRIC-SUPPLIED INTERFACE PROGRAM TO INTERFACE WITH THE PRODUCT, END USER SHALL LOOK SOLELY TO THE VENDOR OF SUCH INTERFACE PROGRAM WITH RESPECT TO ANY LOSSES OR DAMAGES CAUSED BY SUCH INTERFACE PROGRAM; AND
NEITHER MRIC NOR ITS THIRD PARTY LICENSORS IS RESPONSIBLE FOR OBSOLESCENCE OF THE PRODUCT, NOR SHALL HAVE RESPONSIBILITY FOR SUSPENDED, OUTDATED OR UNCORRECTED VERSIONS OF THE PRODUCT OR ANY PART THEREOF.

13. Limitation of Liability; Indemnification.

(a) END USER AGREES THAT NEITHER MRIC NOR ITS THIRD PARTY LICENSORS SHALL BE LIABLE TO END USER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM LOSS OF PROFITS, DATA OR GOODWILL IN CONNECTION WITH OR ARISING OUT OF THE USE OF THE PRODUCT, EVEN IF MRIC AND ITS THIRD PARTY LICENSORS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
(b) END USER FURTHER AGREES THAT IN NO EVENT SHALL MRIC'S OR ITS THIRD PARTY LICENSORS' LIABILITY FOR DIRECT DAMAGES EXCEED THE AMOUNT ACTUALLY PAID BY END USER FOR THE MONTH IN WHICH THE CLAIM FOR DIRECT DAMAGES FIRST AROSE (WHICH AMOUNT MAY BE DETERMINED BY PRORATING ON A STRAIGHT-LINE BASIS THE END USER FEES PAID FOR THE APPLICABLE SUBSCRIPTION PERIOD IN WHICH THE CLAIM FOR DIRECT DAMAGES FIRST AROSE ("Direct Damages Cap"). IN THE EVENT MRIC REFUNDS TO END USER THE UNEARNED PORTION OF ANY END USER FEE, THE DIRECT DAMAGES CAP SHALL BE REDUCED BY SUCH REFUNDED AMOUNT.

(c) END USER AGREES TO INDEMNIFY AND HOLD MRIC AND ITS AFFILIATES HARMLESS AGAINST ALL CLAIMS AND DAMAGES, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES ARISING OUT OF END USER'S USE OF THE PRODUCT, EXCEPT TO THE EXTENT SUCH CLAIMS OR DAMAGES ARE FOUND BY A COURT OF COMPETENT JURISDICTION TO BE CAUSED DIRECTLY BY THE ACTS OR OMISSIONS OF MRIC.

14. Termination. Either party may terminate this Agreement upon a material breach of the Agreement by the other party if such breach is not cured within thirty (30) calendar days following the date on which the alleged breaching party receives written notice from the non-breaching party specifying the basis for such breach with sufficient detail to permit the alleged breaching party to cure such breach. End User acknowledges that certain third party products licensed by MRIC to End User under this Agreement may be terminated by MRIC upon a violation of this Agreement by End User without any opportunity to cure. Notwithstanding the foregoing, the following actions by End User shall constitute a material breach of the Agreement and shall allow MRIC to terminate the Agreement immediately upon notice to End User with no opportunity to cure:

(a) any use or dissemination of the Product that is not expressly permitted in this Agreement,
(b) any unauthorized access to, or use of, the Product by or through End User; or
(c) failure to make timely payment of any End User Fee

Immediately upon the effective date of termination of this Agreement, End User shall cease using the Product. Upon termination of this Agreement by End User for a material breach by MRIC, MRIC shall refund to End User the unearned portion of the End User Fees (i.e., prorated for the remainder of the Subscription Period following the effective date of termination). Upon termination of this Agreement by MRIC for a breach by End User, End User shall not be entitled to any refund of the End User Fees. The terms and conditions of Sections 7, 9, 12, 13, 14 and 15 shall survive the termination of this Agreement for any reason.

15. General Provisions.

15.1. Entire Agreement. This Agreement, together with the Order Form, sets forth the entire agreement and understanding between the Parties as to the subject matter hereof and supersedes all prior discussions between them.

15.2. Export Laws. End User shall not export, re-export, disclose, or distribute the Product in violation of any applicable laws or regulations, including the export laws and regulations of the United States, and shall comply with all such laws and regulations.

15.3. Arbitration.

(a) Any dispute, claim or controversy arising out of or relating to this Agreement or breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in San Diego, California, before a sole arbitrator, in accordance with the laws of the State of California for agreements made in and to be performed in that State. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction.
(b) The arbitrator shall have no authority to amend or modify the terms of this Agreement or to award punitive or consequential, indirect, special or exemplary damages, and the award may be enforced by judgment.
(c) Before, during, or after arbitration each party shall have the right, without awaiting the outcome of the arbitration, to seek provisional remedies from an appropriate court including but not limited to temporary restraining orders or preliminary injunctions. Seeking any such remedies shall not be deemed a waiver of either party's right to compel arbitration.

15.4. Limitation on Right to Pursue Claims. ANY CLAIM SHALL BE MADE BY FILING A DEMAND FOR ARBITRATION WITHIN ONE (1) YEAR FOLLOWING THE OCCURRENCE FIRST GIVING RISE TO THE CLAIM.

15.5. Assignment. End User may not assign its rights or delegate its duties hereunder without first securing the permission to do so from MRIC, which will not be unreasonably withheld. Any such attempted conveyance shall be void and shall constitute a default entitling MRIC to terminate this Agreement. MRIC may freely assign its rights hereunder without securing End User's permission to do so.

15.6. Choice of Law and Forum. This Agreement has been entered into in San Diego, California under the laws of the State of California and End User and MRIC agree that it shall be interpreted, and all disputes arising hereunder shall be resolved, in accordance with California law. To the extent recourse to a court is allowed hereunder, both End User and MRIC agree that jurisdiction of any claim or suit hereunder shall be limited to the courts located within the County of San Diego, State of California. Both parties hereby submit to the exclusive personal jurisdiction of such courts. Both parties hereby disclaim the applicability of the Uniform Commercial Code and the United Nations Convention of Contracts for the International Sale of Goods.

15.7. Failure of either party hereto to enforce at any time any term of this Agreement shall not be a waiver of that End User and MRIC right thereafter to enforce each and every term of this Agreement.

15.8. Should any of the terms and conditions of this Agreement be held invalid, that invalid provision shall be construed to be consistent with the applicable law, and in a manner so as to remain consistent with the original intent of MRIC. Provisions not otherwise held invalid shall remain in force.

15.9. Notices. All notices to End User will be sent to the address provided by End User in submitting its Order. All notices to MRIC must be sent to the address set forth on the Order Form to the attention of Customer Service. Any required or desired notice may be delivered by sending notice via first class U.S. postal mail or overnight mail.

15.10. Benefits of Agreement. MRIC's third party licensors are direct beneficiaries of this Agreement and shall have the right to enforce this Agreement against End User with respect to any violation by End User affecting the products of third party licensor licensed to End User under this Agreement.