Snapon Inc. - Terms of Sale

READ THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE ACCEPTING PURCHASE OF THE LICENCE ON THIS WEBSITE.

THE SOFTWARE IS PROTECTED BY VARIOUS LAWS, INCLUDING COPYRIGHT LAWS, AND LICENSED, NOT SOLD, TO YOU. THE TERMS OF THAT LICENSE ARE SET FORTH IN THIS AGREEMENT AND NOWHERE ELSE. BY ACCEPTING PURCHASE OF THIS SOFTWARE LICENCE YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THE LICENSE AGREEMENT.

1. Definitions

The following terms, when used in this Agreement, shall have the following meanings.

1.1 “Authorized User” shall mean only those employees of Licensee who access the Software or operate the Wheel Alignment machine in the normal course of their employment with Licensee.

1.2 Software shall mean Licensor’s wheel alignment specification database or software program which can be downloaded from this website and activated through the purchase of a licence..

1.3 “Delivery Date” shall mean the date on which the Software licence is purchased by the Licensee.

1.4 “Licensee” shall mean the owner or lessee of the Wheel Alignment machine.

1.5 “Licensor” shall mean Snap-on Technologies, Inc.

2. Term and Termination

This Agreement shall have an initial term of one year, which shall commence on the Reference Date, and shall thereafter automatically renew for successive one year terms unless one party gives written notice of non-renewal to the other no less than 60 days before the end of the then-current term, or unless otherwise terminated pursuant to the terms of this Agreement.

3. License Grant and Restrictions

3.1
License Grant. Upon payment of the software license required by this Agreement, the Licensee may download software or specification databases within the 12 month subscription period.

3.2 Software Use Restrictions.

The Software shall be used solely by Licensee’s Authorized Users and only for the operation of the Wheel Alignment machine. A separate license shall be required for each Wheel Alignment machine operated by Licensee.

Licensee’s rights to and obligations under this Agreement shall inure to the benefit of, and shall be binding upon, any entity which takes over or succeeds to Licensee’s rights to the Wheel Alignment machine by virtue of:

any sale of such machine;

any corporate reorganization of Licensee; or,

operation of any law or regulation.

Licensee agrees and warrants that it will not, in any way, cause or permit the Software to be:

disassembled, de-compiled or reverse engineered;

copied or duplicated;

uploaded to the Internet or any other computer network;

posted on the Internet or any other computer network; or

published in any way.

Licensee agrees and warrants that it will not cause or permit any derivative works to be created from the Software.

4. Proprietary Rights and Confidentiality

4.1
Intellectual Property. Licensee acknowledges and agrees that the Software and Documentation consist of proprietary works of Licensor or of third parties who have licensed their works to Licensor. The Software and Documentation are protected by one or more of the applicable copyright, patent, trademark, and trade secret laws and treaties. Licensee further acknowledges and agrees that all right, title, and interest in and to the Software and Documentation, together with all modifications, enhancements, copies, and derivative works, including all intellectual property rights, are and shall remain with Licensor or with those third parties who have licensed their works to Licensor. This Agreement does not convey to Licensee any interest in or to the Software or the Documentation, except for the limited use rights set forth in the Grant Of License section above.

4.2
Proprietary and Other Notices. Licensee agrees that it will not alter or remove any trademarks or copyright notices, or any other notices and disclaimers located or used on, or in connection with, the Software.

5. Limited Warranty and Warranty Disclaimers and Limitations

5.1
Limited Warranty. Licensor warrants, for Licensee’s benefit alone, that the Software will substantially conform to the functional specifications contained in the Documentation for a period of ninety (90) days from the Delivery Date (the “Warranty Period”).
Any warranty under this Agreement shall be void if Licensee failures to comply with its obligations under this Agreement, including, but not limited to abuse, misuse, improper operation, or misapplication of the Software or the Wheel Alignment machine by the Licensee or its Authorized Users.

5.2
Warranty Disclaimers and Limitations. LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR BREACH BY LICENSOR OF ANY WARRANTIES MADE UNDER THIS AGREEMENT SHALL BE, AT LICENSOR’S OPTION: (i) TO REPLACE THE SOFTWARE OR BRING IT INTO COMPLIANCE WITH THE FUNCTIONAL SPECIFICATIONS OF THE DOCUMENTATION; (ii) RETURN TO LICENSEE OF AN AMOUNT NOT TO EXCEED THE AMOUNT OF THE LAST FEE PAID BY LICENSEE. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 0 OF THIS AGREEMENT, LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
REGARDLESS OF WHETHER LICENSOR KNOWS OF ANY PARTICULAR USE OF THE SOFTWARE BY LICENSEE.
Licensee assumes the entire risk related to the access to, and use of, the Software.

5.3
Limitation of Liability. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY AUTHORIZED USER, OR TO THE EXTENT PERMITTED BY LAW, ANY THIRD PARTY, FOR ANY PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS, LOSS OF GOODWILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, OR LOSS OF DATA), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF LICENSOR TO LICENSEE USER FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF, OR RELATING TO, THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE FEES PAID TO LICENSOR. Licensor and Licensee agree that the limitations of liability set forth in this Agreement represent bargained for allocations of risk, and that the fees, charges, and costs owing under this Agreement, represent the allocations of such risk.

6. Warranty of Title

Licensor warrants that it has full legal authority to grant the license provided herein.

7. Termination

Licensor may terminate the license immediately in the event Licensee breaches its obligations or exceeds the License Grant set forth in this Agreement.

8. Injunction

Licensee agrees that any breach or violation of Section 3 (License Grant and Restrictions) of this Agreement will result in immediate and irreparable injury and harm to Licensor. In such event, Licensor shall have, in addition to any and all remedies of law and other consequences under this Agreement, the right to an injunction, specific performance, or other equitable relief to prevent the violation of the obligation under this Agreement; provided, however, that this shall in no way limit any other remedies which Licensor may have, including, without limitation, the right to seek monetary damages as provided under this Agreement.

9. Dispute resolution

Licensor and Licensee agree that any dispute, controversy or claim arising under, out of or relating to this Agreement and any subsequent amendments to it, including without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be resolved by alternative dispute resolution, the format of which shall be mutually agreed. The resolution process shall be commenced by written notice from one party to the other, identifying the nature of the dispute and requesting a dispute resolution proceeding.

If the parties are unable to agree on a format within 45 days after the request for a resolution proceeding, the dispute shall be referred to and finally determined by arbitration in accordance with the Arbitration Rules of the World Intellectual Property Organization (“WIPO”). The arbitral tribunal shall consist of a single arbiter. The place of arbitration shall be Chicago, Illinois, USA. The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the law of the State of Wisconsin, USA. Licensor and Licensee agree that the decision of the arbiter shall be binding and enforceable in any court of competent jurisdiction.

10. Attorney’s Fees

If any action is brought by either party to this Agreement against the other party regarding the subject matter of this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney’s fees, costs, and expenses of litigation. Licensee agrees to pay all costs of collection, including reasonable attorney’s fees and costs, of any amounts owing under this Agreement which are not paid when due.

11. Severability

Any provision of this Agreement which is determined by a court of competent jurisdiction to be invalid or otherwise unenforceable shall not invalidate or make unenforceable any other provision of this Agreement.

12. No Waiver.

The failure of either party to enforce any rights granted under this Agreement, or to take action against the other party in the event of any breach under this Agreement, shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

13. Assignment

Except as otherwise provided herein, Licensee agrees that it will not assign, sublicense, transfer, pledge, lease, rent, or share the Software or Documentation, this Agreement, or any of Licensee’s rights under this Agreement without the prior written consent of Licensor, which may be withheld in Licensor’s sole discretion. Licensor may assign this Agreement at any time, including an assignment in connection with a merger, sale of assets, or otherwise.

14. No Third Party Beneficiaries

This Agreement is for the sole and exclusive benefit of Licensee and Licensor, and is not intended to benefit any third party. No third party may claim any right or benefit under, or seek to enforce any of the terms and conditions of, this Agreement.

15. Entire Agreement

This Agreement constitutes the entire agreement between Licensee and Licensor concerning the Software, and all other subject matter of this Agreement. This Agreement supersedes any contemporaneous or prior proposal, representation, agreement, or understanding between the parties. This Agreement may not be amended except in writing signed by Licensee and Licensor.

16. Survival

The provisions of Sections 3.2 (Software Use Restrictions) shall survive the termination of this Agreement.

1.	Definitions
	The following terms, when used in this Agreement, shall have the following meanings.
1.1	“Authorized User” shall mean only those employees of Licensee who access the Software or operate the Wheel Alignment machine in the normal course of their employment with Licensee.
1.2	Software shall mean Licensor’s wheel alignment specification database or software program which can be downloaded from this website and activated through the purchase of a licence..
1.3	“Delivery Date” shall mean the date on which the Software licence is purchased by the Licensee.
1.4	“Licensee” shall mean the owner or lessee of the Wheel Alignment machine.
1.5	“Licensor” shall mean Snap-on Technologies, Inc.
2.	Term and Termination
	This Agreement shall have an initial term of one year, which shall commence on the Reference Date, and shall thereafter automatically renew for successive one year terms unless one party gives written notice of non-renewal to the other no less than 60 days before the end of the then-current term, or unless otherwise terminated pursuant to the terms of this Agreement.
3.	License Grant and Restrictions
3.1	License Grant. Upon payment of the software license required by this Agreement, the Licensee may download software or specification databases within the 12 month subscription period.
3.2	Software Use Restrictions.
	The Software shall be used solely by Licensee’s Authorized Users and only for the operation of the Wheel Alignment machine. A separate license shall be required for each Wheel Alignment machine operated by Licensee. Licensee’s rights to and obligations under this Agreement shall inure to the benefit of, and shall be binding upon, any entity which takes over or succeeds to Licensee’s rights to the Wheel Alignment machine by virtue of: any sale of such machine; any corporate reorganization of Licensee; or, operation of any law or regulation. Licensee agrees and warrants that it will not, in any way, cause or permit the Software to be: disassembled, de-compiled or reverse engineered; copied or duplicated; uploaded to the Internet or any other computer network; posted on the Internet or any other computer network; or published in any way. Licensee agrees and warrants that it will not cause or permit any derivative works to be created from the Software.
4.	Proprietary Rights and Confidentiality
4.1	Intellectual Property. Licensee acknowledges and agrees that the Software and Documentation consist of proprietary works of Licensor or of third parties who have licensed their works to Licensor. The Software and Documentation are protected by one or more of the applicable copyright, patent, trademark, and trade secret laws and treaties. Licensee further acknowledges and agrees that all right, title, and interest in and to the Software and Documentation, together with all modifications, enhancements, copies, and derivative works, including all intellectual property rights, are and shall remain with Licensor or with those third parties who have licensed their works to Licensor. This Agreement does not convey to Licensee any interest in or to the Software or the Documentation, except for the limited use rights set forth in the Grant Of License section above.
4.2	Proprietary and Other Notices. Licensee agrees that it will not alter or remove any trademarks or copyright notices, or any other notices and disclaimers located or used on, or in connection with, the Software.
5.	Limited Warranty and Warranty Disclaimers and Limitations
5.1	Limited Warranty. Licensor warrants, for Licensee’s benefit alone, that the Software will substantially conform to the functional specifications contained in the Documentation for a period of ninety (90) days from the Delivery Date (the “Warranty Period”). Any warranty under this Agreement shall be void if Licensee failures to comply with its obligations under this Agreement, including, but not limited to abuse, misuse, improper operation, or misapplication of the Software or the Wheel Alignment machine by the Licensee or its Authorized Users.
5.2	Warranty Disclaimers and Limitations. LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR BREACH BY LICENSOR OF ANY WARRANTIES MADE UNDER THIS AGREEMENT SHALL BE, AT LICENSOR’S OPTION: (i) TO REPLACE THE SOFTWARE OR BRING IT INTO COMPLIANCE WITH THE FUNCTIONAL SPECIFICATIONS OF THE DOCUMENTATION; (ii) RETURN TO LICENSEE OF AN AMOUNT NOT TO EXCEED THE AMOUNT OF THE LAST FEE PAID BY LICENSEE. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 0 OF THIS AGREEMENT, LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS OF WHETHER LICENSOR KNOWS OF ANY PARTICULAR USE OF THE SOFTWARE BY LICENSEE. Licensee assumes the entire risk related to the access to, and use of, the Software.
5.3	Limitation of Liability. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY AUTHORIZED USER, OR TO THE EXTENT PERMITTED BY LAW, ANY THIRD PARTY, FOR ANY PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS, LOSS OF GOODWILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, OR LOSS OF DATA), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF LICENSOR TO LICENSEE USER FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF, OR RELATING TO, THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE FEES PAID TO LICENSOR. Licensor and Licensee agree that the limitations of liability set forth in this Agreement represent bargained for allocations of risk, and that the fees, charges, and costs owing under this Agreement, represent the allocations of such risk.
6.	Warranty of Title
	Licensor warrants that it has full legal authority to grant the license provided herein.
7.	Termination
	Licensor may terminate the license immediately in the event Licensee breaches its obligations or exceeds the License Grant set forth in this Agreement.
8.	Injunction
	Licensee agrees that any breach or violation of Section 3 (License Grant and Restrictions) of this Agreement will result in immediate and irreparable injury and harm to Licensor. In such event, Licensor shall have, in addition to any and all remedies of law and other consequences under this Agreement, the right to an injunction, specific performance, or other equitable relief to prevent the violation of the obligation under this Agreement; provided, however, that this shall in no way limit any other remedies which Licensor may have, including, without limitation, the right to seek monetary damages as provided under this Agreement.
9.	Dispute resolution
	Licensor and Licensee agree that any dispute, controversy or claim arising under, out of or relating to this Agreement and any subsequent amendments to it, including without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be resolved by alternative dispute resolution, the format of which shall be mutually agreed. The resolution process shall be commenced by written notice from one party to the other, identifying the nature of the dispute and requesting a dispute resolution proceeding. If the parties are unable to agree on a format within 45 days after the request for a resolution proceeding, the dispute shall be referred to and finally determined by arbitration in accordance with the Arbitration Rules of the World Intellectual Property Organization (“WIPO”). The arbitral tribunal shall consist of a single arbiter. The place of arbitration shall be Chicago, Illinois, USA. The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the law of the State of Wisconsin, USA. Licensor and Licensee agree that the decision of the arbiter shall be binding and enforceable in any court of competent jurisdiction.
10.	Attorney’s Fees
	If any action is brought by either party to this Agreement against the other party regarding the subject matter of this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney’s fees, costs, and expenses of litigation. Licensee agrees to pay all costs of collection, including reasonable attorney’s fees and costs, of any amounts owing under this Agreement which are not paid when due.
11.	Severability
	Any provision of this Agreement which is determined by a court of competent jurisdiction to be invalid or otherwise unenforceable shall not invalidate or make unenforceable any other provision of this Agreement.
12.	No Waiver.
	The failure of either party to enforce any rights granted under this Agreement, or to take action against the other party in the event of any breach under this Agreement, shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
13.	Assignment
	Except as otherwise provided herein, Licensee agrees that it will not assign, sublicense, transfer, pledge, lease, rent, or share the Software or Documentation, this Agreement, or any of Licensee’s rights under this Agreement without the prior written consent of Licensor, which may be withheld in Licensor’s sole discretion. Licensor may assign this Agreement at any time, including an assignment in connection with a merger, sale of assets, or otherwise.
14.	No Third Party Beneficiaries
	This Agreement is for the sole and exclusive benefit of Licensee and Licensor, and is not intended to benefit any third party. No third party may claim any right or benefit under, or seek to enforce any of the terms and conditions of, this Agreement.
15.	Entire Agreement
	This Agreement constitutes the entire agreement between Licensee and Licensor concerning the Software, and all other subject matter of this Agreement. This Agreement supersedes any contemporaneous or prior proposal, representation, agreement, or understanding between the parties. This Agreement may not be amended except in writing signed by Licensee and Licensor.
16.	Survival
	The provisions of Sections 3.2 (Software Use Restrictions) shall survive the termination of this Agreement.