MITCHELL REPAIR INFORMATION COMPANY 1

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, 8. Updates. Mitchell may update thr 'stem data ("Data Updates") from time to tim' 'ring the course of this Agreement and shall deliver any such Data Updates to End User dIMrIg the term of the license as determined by rvWell. Upon receipt of revised or replacement CD-ROM discs and/or floppy diskettes, End User agrees to destroy all previous discs, or return them to Mitchell upon request 9. Warranty. THE SYSTEM IS DELIVERED "AS IS" AND MITCHELL MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WIlli RESPECT TO THE SYSTEM OR THE DATA UPDATES, THE COMPUTER PROGRAM ALLOWING USE OF THE SYSTEM, OR ANY SERVICES PERFORMED BY ANY THIRD PARTY. IN PARTICULAR, MITCHELL DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR- FREE. End User acknowledges and agrees that (I) Mitchell is not the manufacturer or distributor of any automotive repair parts referenced in the System, (II) Mitchell makes no representations or warranties with respect to the quality or availability of such parts or the accuracy of the prices of such parts and (Hi) if End User utilizes any non-Mitchell-supplied interface program to interface with the System, End User shall look solely to the vendor of such interface program with respect to any losses or damages caused by such interface program. Mitchell is not responsible for obsolescence of the System and Data Updates and shall have no responsibility for suspended, outdated or uncorrected versions of the System and Data Updates. 10. Limitation of Liability. End User agrees that Mitchell shall not be liable to End User for any direct, indirect, special, incidental or consequential damages, including but not limited to loss oJ anticipated profits, in connection with or arising out of the use of the System and Data Updates. End User's sole remedy upon breach of this Agreement by Mitchell, that Mitchell is unable to cure after a reasonable notice period, shall be termination of the Agreement and refund of unearned portions of the End User Fee. End User agrees to indemnifY Milchell and hold it harmless ag/linst all claims and damages, including without limitation, reasonable attorney's fees arising out of End User's use of the System and the Data Updates, unless such claims or damages result from, or unless End User's authorized use of the System has given rise to claims or damages based on the infringement of any copyright or other proprietary right of any Third party. 11. Termination. The following actions by the End User shall constitute a breach of the Agreement and shall allow Mitchell to terminate the Agreement immediately upon notice: any use or dissemination of the System or Data Updates which is not expressly permitted herein; the appointment of a receiver to lake possession of End User's assets or the institmion of bankruptcy by or ag/linst End User; dissolution or discontinuance of business operations of End User; or, failure to make timely payment to Mitchell of the End User Fee. including any renewal fee. Immediately upon the effective date oJ termination of this Agreement, End User shall cease using the System. shall return the System, Data Updates, and all Mitchell documents and information pertaining thereto, and shall certifY to Mitchell in writing that the System and all Mitchell documents and ioJorrnation pertaining thereto have been returned. Upon termination of this Agreement by Mitchell for any such cause, End User shall not be entitled to any refund of the End User Fees. 12. General Provisions. 12.1 Entire Agreement This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior discussions between them. 12.3 Assignment. End User may not assign its rights or delegate its duties hereunder without first securing the permission to do so from Mitchell, which permission may be withheld at the sole discretion of Mitchell. For purposes of this section, the End User shall be deemed to have assigned this Agreemeut if there is, in the aggregate, a change of ownership of 25% or more of End User or a merger or combination of End User with another entity of business, whether End User is the surviving entity or not Any such attempted conveyance shall be void and shall constitute a default entitling Mitchell to terminate this Agreemeut. Mitchell may freely assign its rights hereunder without securing End User's permission to do so. 12.4 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 by a court of competent jurisdiction in the County of Orange, Slate of California. 12.5 Waiver. Failure oJ either party hereto to eoIorce at any time any term of this Agreement shall not be a waiver of that party's right thereafter to eoIorce each and every terrn of this Agreement TIIE UNDERSIGNED AGREE TO TIlE lERMSAND CONDmONSSET FORlH ABOVE AND ON TIIE REVERSE SIDE OFTIDS PAGE. IN WITNESS WHEREOF, the parties hereto bave executed this Agreement on the respective dates indicated below. End User/Owner By: Title: Printed Name: Date: Address; // ./' /' /' " Accepted by; MITCHELL REPAIR INFORMATION CI.... By: ./ Title: ~ Printed Name: ./' Effective Date: /' Address; 9889 WilloW Creek Road, San Diego, CA 92131