Limited License Agreement

1. Limited License:

1. License Grant. Shop-Ware grants to Licensee a temporary, personal, non-transferable, limited and non-exclusive right to access and use the Shop-Ware Services during the Term of this License solely for Licensee's use in documenting repairs, invoicing customers, and managing their repair business.
2. Limitations. The license granted herein is granted solely to Licensee, and not, by implication or otherwise, to any parent, subsidiary or affiliate of Licensee. Shop-Ware reserves all rights not expressly granted to Licensee. Licensee shall not copy, distribute, reproduce, use or allow access to the Shop-Ware Services, except as explicitly permitted under this Agreement. Licensee shall not modify, adapt, translate, or prepare derivative works from the Shop-Ware Services and, to the extent permitted by applicable law, shall not, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Shop-Ware Services. Licensee shall not remove, obscure, or alter Shop-Ware's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within the Shop-Ware Services.
3. License Fees. In consideration for the rights granted herein, Licensee shall pay to Shop-Ware a fee equal to $99.00, $225.00, or $375.00 per month (the "License Fee"), according to the desired service plan. Licensee shall pay to Shop-Ware a fee equal to $8.00 per month and per user (the "User Fee"), according to the number of active users above those included in the desired service plan. (A user is determined to be active if they logged into the application in the last 30 days.) License and User Fees shall be paid monthly in advance and via Stripe. Shop-Ware reserves the right to increase the License and User Fees from time to time and shall provide 30 days' prior notice to any License or User Fee change. You may change your desired service plan at any time; email support@shop-ware.com

2. Shop-Ware Services:

Subject to the terms and conditions of this Agreement, Shop-Ware will provide Licensee with access and use of Shop-Ware's software and other services via the internet and its website (the "Shop-Ware Services"). Access to Shop-Ware Services may be provided through a combination of user names and passwords. Shop-Ware will provide, from time to time, email notifications to Licensee which may include: (i) notifications of your customers' approvals, declinations and comments; (ii) notifications triggered by fellow account users (your staff); (iii) general account notifications; and (iv) occasional news about Shop-Ware.

3. Licensee Provided Content; Indemnity:

In order for Shop-Ware to provide the Shop-Ware Services, Licensee will provide its customers' email addresses, vehicle numbers and other relevant customer information ("Customer Information") and other appropriate customer and/or Licensee information (collectively, with the Customer Information, the "Licensee Content"). You represent and warrant that the Customer Information has been provided voluntarily and with each customer's consent and each customer has consented to receiving emails from the Shop-Ware and the use by Shop-Ware of such Customer Information. Involuntary gathering of Customer Information and unauthorized use of Customer Information, including email addresses and emails sent without customers' consent, will constitute a breach of this Agreement and result in a termination of your Shop-Ware account and this Agreement. Shop-Ware will not email or otherwise contact your customers without your prior direction or approval.

You also represent and warrant that: (i) you own or control all of the rights to all Licensee Content and have obtained all necessary rights, licenses, waivers, consents, covenants, and other permissions necessary to post the Licensee Content to the Site and to perform the obligations under these Terms of Use, (ii) the Licensee Content is true and accurate in all material respects, and (iii) the Licensee Content does not and will not infringe or otherwise violate any rights of or cause injury to any person or entity, including without limitation the privacy rights, publicity rights, copyrights, trademarks, service marks, trade dress, trade secret rights, contract rights or any other rights of any third party. Shop-ware takes no responsibility and will not be liable for any claim, cost or expense relating to the Licensee Content or any other information or content posted by you or your customers.

Licensee hereby agrees to indemnify, defend and hold harmless Shop-Ware from any claim, loss, liability, cost or expense (including reasonable attorneys' fees) in connection with, or arising from, a breach of the representations and warranties of Licensee under this Section 3.

4. Password Protection; Improper Use:

Licensee shall be entirely responsible for maintaining the confidentiality of the password(s) assigned to Licensee. Licensee shall immediately notify Shop-Ware if a password is lost, stolen, disclosed to an unauthorized third party, or has otherwise been compromised. Licensee shall be solely responsible for any and all activities made under Licensee's account. Licensee shall defend, indemnify and hold Shop-Ware harmless from and against all damages, penalties, costs and expenses (including reasonable attorney's fees) incurred by Shop-Ware in connection with any suit, claim or proceeding arising or resulting from Licensee's failure to comply with the terms of this Section 4. Any attempt to access the Shop-Ware website or the Shop-Ware Services using a false identity, or to establish a membership account under false pretense, constitutes unauthorized access to our computer systems without our permission and is a breach of this Agreement and prohibited under California Penal Code § 502.

5. Privacy and Information Collection:

1. Maintenance of Information. During the term of this Agreement, Shop-Ware will collect, store and use the following information in connection with providing the Shop-Ware Services to Licensee: (i) general customer information; (ii) vehicle decode information, odometer readings and license plates; (iii) repair shop information; and (iv) user content (repair orders (labor, parts, hazmat and fees, sublet, and inspection items); notes and their attachments of any kind, including (but not limited to) photos, videos and PDFs; recommendations; canned jobs).
2. Privacy Policy. You agree that you will adopt and abide by a privacy policy that clearly and completely discloses to your customers the information that you and Shop-Ware collect and the ways in which you and Shop-Ware use and share such information, and you will comply with all applicable laws, rules and regulations relating to privacy and your access and use of the Shop-Ware Services. Shop-Ware will collect, store and use information subject to its Privacy Policy in effect as of June 18, 2014. Licensee shall defend, indemnify and hold Shop-Ware harmless from and against all damages, penalties, costs and expenses (including reasonable attorney's fees) incurred by Shop-Ware in connection with any suit, claim or proceeding arising or resulting from Licensee's failure to comply with the terms of this Section 5 or any breach of any privacy law, rule or regulation by Licensee.

6. Warranty Declaration and Limitation of Liability:

1. Warranty and Disclaimer. SHOP-WARE LICENSES THE SHOP-WARE SERVICES, INCLUDING ANY RELATED DOCUMENTATION, TO LICENSEE ON AN "AS IS" BASIS. SHOP-WARE MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OR ARISING FROM COURSE OF DEALING OR TRADE USAGE. SHOP-WARE DOES NOT WARRANT THAT THE SHOP-WARE SERVICES WILL OPERATE IN COMBINATIONS OTHER THAN AS SPECIFIED IN ANY ACCOMPANYING DOCUMENTATION OR THAT THE OPERATION OF THE SHOP-WARE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SHOP-WARE DOES NOT WARRANT THAT THE USE OF SHOP-WARE SERVICES ARE IN, OR WILL RESULT IN, THE COMPLIANCE WITH ANY RULES OR REQUIREMENTS IMPOSED ON AUTO-REPAIR OR SIMILAR BUSINESSES BY ANY LOCAL, STATE OR FEDERAL LAWS OR REGULATIONS. USE OF THE SHOP-WARE SERVICES IS AT LICENSEE'S SOLE RISK.
2. Limitation of Liability. IN NO EVENT WILL SHOP-WARE'S LIABILITY FOR ACTUAL DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES PAID BY LICENSEE OR $100, WHICHEVER IS GREATER. IN NO EVENT WILL SHOP-WARE BE LIABLE TO LICENSEE OR ANY OTHER INDIVIDUAL OR ENTITY CONNECTED WITH LICENSEE FOR ANY LOST PROFITS, SALES, BUSINESS, DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE THE SHOP-WARE SERVICES AND DOCUMENTATION OR OTHERWISE ARISING FROM THIS AGREEMENT, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. The parties agree that this Section 6 represents a reasonable allocation of risk.

7. Ownership:

As between the parties, Shop-Ware owns all right, title and interest in and to the Shop-Ware Services, documentation and website and all intellectual property rights therein. Nothing herein grants Licensee any ownership or license right in the Shop-Ware Services, documentation, website or intellectual property other than the limited license expressly granted under Section 1. Shop-Ware shall have no ownership rights with respect to information owned or provided by Licensee; provided that Shop-Ware shall have the right to use, and is hereby granted a license to use, all such information in connection with the provision of Shop-Ware Services and for other internal Shop-Ware purposes.

8. MOTOR Information Systems:

We allow you access to information we have licensed from MOTOR Information Systems (the "MOTOR Information") and by accessing such information, you agree to comply with the following terms and conditions:

1. License Grant. MOTOR hereby grants to you a nontransferable, non-exclusive, limited license to access and use the MOTOR Information contained within the Product on a vehicle-by-vehicle look-up basis.
2. Restrictions on Use of MOTOR Information. You agree that you shall not, and shall not permit any third party, to directly or indirectly (i) alter or copy in any form or medium all or any part of the MOTOR Information (except for data located on an individual, vehicle by vehicle, lookup basis), nor make any MOTOR Information part of any electronic retrieval system; (ii) create any derivative work from, or adaptation of, the MOTOR Information; (iii) lease, license, sell, or otherwise publish, communicate, distribute or display to any third party in any form or medium all or any part of the MOTOR Information; (iv) create any publications, in electronic, printed or other format, based in whole or in part on data from the MOTOR Information, alone or in combination with any other data; (v) download the MOTOR Information (other than the data obtained on a vehicle-by-vehicle look-up basis) or transmit the MOTOR Information electronically by any means; (vi) remove any product identification, copyright, trademark or other notice from the MOTOR Information or documentation; or (vii) reverse engineer, reverse assemble, or reverse compile the MOTOR Information.
3. Ownership/Confidentiality. You agree that the MOTOR Information is the confidential information of MOTOR, and that MOTOR owns or is the Subscriber of all rights in the MOTOR Information, including without limitation all copyright and other proprietary rights. You agree to keep confidential and use your best efforts to prevent and protect the MOTOR Information from unauthorized disclosure or use.

9. OEM Copyrights:

When using the MOTOR Information, the following copyrights apply:

1. Chrysler Copyright. Portions of materials contained herein are sourced by Chrysler Group, LLC.
2. FORD Copyright. This product contains copyrighted and other protected material owned by FORD Motor Company. Unauthorized use or reproduction, in whole or in part, is prohibited.
3. General Motors. Portions of materials contained herein have been reprinted under license from General Motors, LLC, License Agreement #1110717.
4. Honda Copyright. Portions of materials contained herein have been reprinted under license from American Honda Corporation, License Agreement 11203AH.
5. Hyundai Copyright. Portions of materials contained herein have been reprinted under license from Hyundai Motor America, License Agreement HMA13004.
6. Land Rover Copyright. This product contains material that is reproduced and distributed under a license from Land Rover. No further reproduction or distribution of the Land Rover material is allowed without the express written permission of Land Rover.
7. Jaguar Copyright. This product contains material that is reproduced and distributed under a license from Jaguar Cards Limited. No further reproduction or distribution of the Jaguar material is allowed without the express written permission of Jaguar Cars Limited.
8. Toyota Copyright. Portions of materials contained herein have been reprinted under license from Toyota Motor Sales, U.S.A., Inc., License Agreement TMS1008.
9. Volkswagen Copyright. Portions of materials contained herein have been reprinted under license from Volkswagen Group of America, Inc., License Agreement 12500VWA.
10. Volvo Copyright. This product contains material that is reproduced and distributed under a license from Volvo Car Corporation. No further reproduction or distribution of the Volvo material is allowed without the express written permission of Volvo Car Corporation.

10. Term and Termination:

1. Term. This Agreement shall commence on the date of first payment of the License Fee and continue on a monthly basis until terminated by either party. Either party may terminate this Agreement for any reason or no reason whatsoever upon provision of notice to the non-terminating party; provided that Shop-Ware shall be entitled to retain any and all monthly License Fees charged with respect to the month in which termination occurs.
2. Effect of Termination or Expiration. Upon the expiration or termination of this Agreement for any reason: (1) all licenses granted hereunder automatically terminate and revert to Shopware and Licensee will no longer have access to the Shop-Ware Services; and (2) Licensee shall (i) return to Shop-Ware all Confidential Information, and all other material received from Shop-Ware in Licensee's possession or control, or, at Shop-Ware's sole discretion, Shop-Ware may request that Licensee destroy all such materials in Licensee's possession or control, (b) erase any and all of the foregoing from all computer memories and storage devices within Licensee's possession or control, and (c) at Shop-Ware's request, provide Shop-Ware with a written statement by an officer of Licensee certifying that Licensee has complied with the foregoing obligations.

11. Miscellaneous:

1. Assignment. Licensee shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Shop-Ware. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
2. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument.
3. Governing Law. This Agreement and any dispute arising from or relating to the performance or breach hereof shall be governed by and construed and enforced in accordance with the laws of the State of California, without reference to conflicts of laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods.
4. Jurisdiction. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in San Francisco County, California. Shop-Ware and Licensee agree to submit to the jurisdiction of, and agree that venue is proper in, these courts for any legal action or proceeding.
5. Notice. All notices due or to be given to Shop-Ware hereunder shall be in writing and sent by first class U.S. mail or commercial delivery service such as Federal Express and delivered to Shop-Ware Inc. at the following address:
   Shop-Ware Inc.

   475 9th St

   San Francisco, CA, 94103
   All notices shall be deemed to have been given when mailed in accordance with this section.
6. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force.
7. Waiver. The waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.
8. Export Administration. Licensee agrees to comply fully with all relevant export laws and regulations of the United States ("Export Laws") to assure that neither the Services nor any direct product thereof are (1) exported, directly or indirectly, in violation of Export Laws; or (2) are used for any purposes prohibited by the Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.
9. Entire Agreement. This Agreement shall constitute the complete agreement between the parties and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party; no other act, document, usage or custom shall be deemed to amend or modify this Agreement.
10. Survival. Sections 1(b), 3, 6, 7, 8 and 9 of this Agreement and all indemnity obligtaions set forth in this Agreement shall survive termination or expiration of this Agreement and remain binding upon the parties in perpetuity.