END-USER SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE DOWNLOADING OR USING THIS SOFTWARE. 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. "END USER" SHALL REFER TO THE PERSON OR ENTITY WHO ACQUIRED THIS SOFTWARE. **TO RETAIN A COPY OF THIS AGREEMENT, PLEASE CONTACT US OR 'COPY/PASTE' IT TO YOUR WORD PROCESSING APPLICATION.** Mitchell Repair Information Company LLC (“M1”) owns ProDemand Pass-Through ‘Direct’ integration with the client (“Direct API” or “Software”) that enables that data contained in ProDemand to be visible in End User’s Systems. If End User is an entity, End User’s personnel may use the Software in accordance with the terms of this Agreement and an actual user will also be deemed an “End-User”. TERM AND TERMINATION This Agreement will automatically terminate upon termination of End User’s license to ProDemand. Either party may terminate this Agreement by providing fifteen (15) days prior written notice to the other party. M1 may immediately terminate this Agreement, without notice, upon End User’s breach of this Agreement. End User shall immediately destroy all media containing the Software together with all copies, modifications and derivatives thereof without delay upon termination of this Agreement. LICENSE TO SOFTWARE Subject to the terms and conditions of this Agreement, M1 hereby licenses to you a limited, royalty-free, revocable, non-assignable, non-transferable and non-exclusive license to use (within the United States and Canada) the Software provided to End-User by M1. The license granted in this Agreement is subject to the following conditions: a) The Software may be downloaded, installed and used by End User solely for the purpose of enabling interaction between the ProDemand and the End User’s Systems. b) No other application, program, software or interface may be used to enable interaction between the ProDemand application and the End User’s Systems. c) End User may download and install one copy of the Software on each computer that also contains End-User’s Systems and that End User also uses to access ProDemand. d) The license granted in this Agreement is only valid during the term of the Agreement. e) End-User may only use the Software if End User has a current license for ProDemand from M1 and is not delinquent in any payment due to M1. f) End User may use the Software to access only those portions of the data to which End User has a current license from M1. g) Except as expressly allowed in this Agreement, End User may not (and may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile, scrape data or otherwise attempt to extract the source code of the Software, ProDemand or any part each program. h) End User may not use the Software to create a separate, new or similar interface. i) End User will not export or re-export the Software in any form. j) End User will use the Software for its own internal purposes only and will not use the Software for the operation of any timesharing, service bureau, rental service, subscription service, hosting, outsourcing or similar activity for the benefit of a third party. k) End User shall apply all updates to the Software at M1’s direction (including without limitation security and updates that require End User to obtain an authentication code for M1) and End User’s failure to update when direct shall give M1 the right to suspend End User’s use of the Software until End User updates the Software as directed by M1. M1 OBLIGATIONS During the term of this Agreement and provided that the End User has a current license for ProDemand, M1 may provide any applicable documentation and updates thereto to End User for the Software. Such updates shall become part of the Software and shall be subject to the terms and conditions of this Agreement. OWNERSHIP The Software shall remain the sole and exclusive property of M1. No title to, ownership of or right to the Software is transferred to End User by operation of this Agreement. M1 reserves all rights to the Software not granted in this Agreement. Any modifications or changes made to the Software by End User shall be owned by M1. End User covenants not to knowingly take any action or commit any omission that would be adverse to M1's sole and exclusive ownership of the Software. If, End User has any rights of ownership in the Software, End User hereby agrees, at any time, upon the written request of M1 to assign and to sell for ten dollars to M1, all and any such rights of ownership as well as the entire right, title and interest to any such right (including any attendant goodwill). To the extent required, End User agrees to execute, without additional consideration, any assignment or other document which may be necessary, appropriate or reasonably required by M1 to purchase, take assignment or perfect its ownership interest or to memorialize, record or otherwise denote or demonstrate ownership of the Software by M1. CONFIDENTIALITY The End User acknowledges that the Software comprises information which constitutes a trade secret of M1 in which M1 has a proprietary interest. End User agrees that the information constituting the Software shall not be disclosed to others, copied, reproduced or used for any purpose other than those uses expressly authorized by this Agreement. End User shall exercise all reasonable precautions to protect the Software and to prevent its dissemination to unauthorized persons. End User will use its best efforts to ensure that all its personnel and all other persons afforded access to the Software shall protect the Software from unauthorized use, dissemination or disclosure. MODIFICATIONS TO THE SOFTWARE M1 reserves the right to make changes in delivery systems, rules of operation, security measures, accessibility, procedures, types of terminal equipment, types of system equipment,system programming languages and any other matters relating to the Software and its use. EXCLUSION OF WARRANTIES NOTHING IN THIS AGREEMENT, EXCLUDES OR LIMITS M1’S LIABILITY FOR DAMAGES WHICH MAY NOT BE LEGALLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ONLY THE EXCLUSIONS THAT ARE LAWFUL IN END USER’S JURISDICTION WILL APPLY AND M1’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. M1 DOES NOT TEST THE SOFTWARE WITH END USER’S SYSTEMS. M1 CANNOT WARRANT THE USE OF THE SOFTWARE OR WARRANT THAT USE OF THE SOFTWARE WITH END USER’S SYSTEMS DOES NOT INFRINGE A THIRD PARTY’S RIGHTS. END USER EXPRESSLY UNDERSTANDS AND AGREES THAT USE OF THE SOFTWARE IS AT END USER’S SOLE RISK AND THAT THE SOFTWARE IS PROVIDED "AS IS" AND “AS AVAILABLE.” IN PARTICULAR, M1, ITS PARENTS, SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SOFTWARE WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (C) ANY DATA EXTRACTED BY USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE, AND (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SOFTWARE WILL BE CORRECTED. THE USE OF THE SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO END USER’S SYSTEM, COMPUTERS OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM USE. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM M1 OR THROUGH OR FROM THE SOFTWARE CREATES A WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. M1 EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. LIMITATION OF LIABILITY NEITHER M1 NOR ITS PARENTS, SUBSIDIARIES AND AFFILIATES, SHALL BE LIABLE FOR: (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; OR (B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SOFTWARE. THE LIMITATIONS OF LIABILITY APPLY EVEN IF M1 HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES. MISCELLANEOUS Attorneys’ Fees. In the event of a dispute between the parties herein, the prevailing party, as determined by the court, shall receive, separate and apart from any other judgment, decree or award, the judgment or award for the actual costs and reasonable attorneys' fees incurred by it in connection with such dispute. In the event of a default under this Agreement, the nondefaulting party shall be entitled to the actual costs and reasonable attorney’s fees incurred by it in enforcing its rights under this Agreement, regardless of whether litigation exists. Assignment. End User shall not assign, pledge or sublicense this Agreement to a third party or permit any other use of the Licensed Products without obtaining the prior written consent of M1. Where M1 consents to any such assignment, pledge or sublicense, such third party shall execute the then current version of this Agreement. Any attempted assignment or conveyance of the Software or the rights under this Agreement not expressly authorized herein shall be void and shall constitute a breach entitling M1 to immediately terminate this agreement. Choice of Law and Forum. This Agreement has been entered into under the Laws of the State of California, and the parties hereto agree that it shall be interpreted, and all disputes arising hereunder shall be resolved, in accordance with California law. All disputes arising hereunder shall be heard only by a court of competent jurisdiction in the County of San Diego, State of California. Severability. In the event that any of the terms, conditions or provisions of this Agreement are held to be illegal, unenforceable or invalid by a court of competent jurisdiction, the legality, validity, and enforceability of the remaining terms, conditions or provisions shall not be directed thereby. Waiver. Failure of either party hereto to enforce at any time any term of this Agreement shall not be a waiver of that party's right thereafter to enforce each and every term of this Agreement.