END USER LICENSE AGREEMENT This End User License Agreement (“Agreement”) is between Part Trap AB (“PARTTRAP”), a Swedish corporation, with its principal place of business at Johan pa Gardas Gata 5A, 41250 Gothenburg, Sweden, and the person or entity whose name appears on the signature page of this Agreement as the Customer and is made as of the date signed by PARTTRAP on the signature page of this Agreement (“Effective Date”). PARTTRAP and Customer agree that the provisions of this Agreement apply to PARTTRAP’s license of the Software to Customer, except as otherwise provided on an Order placed in connection with this Agreement. 1. DEFINITIONS In this Agreement, the words “you,” “your,” and “Customer” mean the person or entity named on the signature page of this Agreement as the Customer, and includes any authorized subcontractor, agent or consultant acting on its behalf. The words “we,” “us,” “our,” and “PARTTRAP” each mean PARTTRAP Corporation and/or its subsidiaries. The term “Software” means all software products (including Product Updates) obtained from PARTTRAP as denoted on an Order or otherwise and the related Documentation. The term “Documentation” means product user guides, installation guides, manuals and release notes. “Order” means PARTTRAP’s standard form for ordering software product licenses. “Product Update” means any update, patch, new release and/or new version of a licensed Software product. 2. GRANT; USE (a) Subject to the terms of this Agreement, we grant you a perpetual, non-exclusive license to use the Software in object code form solely for your and your subsidiaries’ and affiliates’ internal business purposes. Upon complete payment of the applicable Software license fees, the license shall be considered royalty-free. You are responsible for the acts and omission of your subsidiaries, affiliates, subcontractors, agents and consultants with respect to their use of the Software and this Agreement, and all such acts or omissions shall be deemed acts or omissions on your part. This Agreement does not entitle you to services such as installation, implementation, training or education, which are available to you under terms of a separate agreement between us. (b) You and your subsidiaries and affiliates may only use the Software in accordance with the applicable license types designated in an Order, which are more fully described as follows: (i) Concurrent User Software License: Each “Concurrent User” Software license allows multiple individuals to access and use the associated Server Software, so long as no more than one individual is using the license to access the associated Server Software at any given time. (ii) Named User Software License: Each “Named User” Software license allows a single designated individual (which individual may change from time to time at Customer’s sole discretion) to access and use the associated Server Software. (iii) Server Software License: A “Server” Software license provides services or functionality on one computer or server (“Server”). Other than in the case of an Unlimited Server or Network Software license, you may install 1 copy of the Server Software on a single Server for each Server Software license acquired. You may also install 2 instances of each Server Software license acquired for development and testing purposes only. Each Server Software license includes a Client Software license, if applicable. A “Client” Software license allows a device to access or use Server Software. You may install and use Client Software on any number of internal devices or a single public web server so long as it is being used only in conjunction with the Server Software. 3. OWNERSHIP; REVERSE ENGINEERING; RESTRICTIONS (a) This Software is licensed, not sold, to you. PARTTRAP and its licensors retain all title and ownership to the Software. PARTTRAP and its licensors reserve all rights in the patents, copyrights, trade secrets and other intellectual property in the Software. You may make a reasonable number of copies of the Software for back-up, archival, testing and disaster recovery purposes. You may not use the Software to provide time sharing services or operate a services bureau for third parties. (b) You may copy the Documentation solely to facilitate your use of the Software in accordance with, and subject to, the terms and conditions contained herein. (c) You understand that the Software, Documentation and the terms and pricing under this Agreement constitute valuable properties and trade secrets of PARTTRAP, which are proprietary and confidential. You agree to maintain the confidentiality of such information and to protect the information as a trade secret by preventing any unauthorized copying, use or disclosure of such information. In doing this you agree to maintain at least the same procedures that you maintain with respect to your own confidential information, which shall not be less than reasonable care. You may not disclose the results of any benchmark test of the Software to any third party without PARTTRAP’s prior written approval. (d) You may not remove, alter or destroy any proprietary, trademark or copyright notices placed upon or contained within the Software or Documentation. You acquire no rights of any kind in or to any trademark, trade name, logo or product designation under which the Software was or is marketed and you may not make any use of the same for any reason. (e) The Software is not designed or intended for use in (i) on-line control of aircraft, air traffic, aircraft navigation or aircraft communications; (ii) the design, construction, operation or maintenance of any nuclear facility; (iii) any mass transit, medical equipment (FDA Class 2 or 3, or equivalent), or weapons system; or (iv) in any other inherently dangerous applications in which the failure of the Software could lead directly to death, personal injury or severe physical or environmental damage. You hereby warrant that you will not use or redistribute the Software for such purposes. PARTTRAP AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY LIABILITIES, REPRESENTATIONS OR WARRANTIES (EITHER EXPRESS OR IMPLIED) FOR SUCH USES. (f) You agree not to reverse engineer, modify, decrypt, extract, disassemble, copy, or decompile the Software, or permit anyone else to, except as required by applicable local law or to reproduce machine-readable object code portions for backup purposes. (g) You will promptly notify us upon becoming aware of any unauthorized use of any Software or Documentation. 4. CHARGES AND PAYMENT You agree to pay PARTTRAP, the fees specified in each Order in the manner provided in the Order. You will pay all sales, use, excise and other similar taxes payable as a result of this Agreement (other than income taxes payable by PARTTRAP). In case of monthly payment of the License Fee/Upgrade Fee the following terms apply; The License Fee/Upgrade Fee as denoted in the Order, cumulatively increased by the rate of increase in the Swedish Consumer Price Index in the preceding 12 months, the increase in the annual rate will never be less than 2% per the preceding 12 months. Software may not be increased by more than 5% within any given year following the date of increase. 5. LIMITED WARRANTY (a) We warrant that the Software will substantially conform to and operate according to our then current Documentation under normal use, and that the media will be free from defects in design, material or workmanship. We further warrant to you that the Software shall contain no contaminants, including any codes or instructions that may be used to access, modify, delete, damage or disable your computer systems. (b) As our sole liability to you in the case of a breach of the foregoing warranty, and thereafter, subject to Section 3(c) of Exhibit A (Maintenance and Support Schedule) to this Agreement, and for so long as you are obtaining maintenance and support from us, we will use our commercially reasonable efforts to provide maintenance, modifications or fixes with respect to any error, non-conformity or defect in the Software so that the Software can be used substantially in accordance with the specifications set forth in the Documentation. We do not warrant that the functions contained in the Software will meet your requirements or that the Software will operate uninterrupted or error free. (c) EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 5(a), THE SOFTWARE IS PROVIDED “AS IS”, AND TO THE FULLEST EXTENT PERMITTED BY LAW, PARTTRAP AND ITS LICENSORS EXCLUDE ALL OTHER EXPRESS AND IMPLIED TERMS, WARRANTIES OR REPRESENTATIONS REGARDING THE SOFTWARE ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED TERMS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Some jurisdictions do not allow for the exclusion or limitation of implied warranties, so the above limitations or exclusions may not apply to you. 6. INDEMNIFICATION At our expense we will defend, indemnify and hold you harmless against any third party claim that the Software infringes a patent, trademark, copyright or other intellectual property right enforceable in the United States or European Union in accordance with this Agreement. We will pay all costs, damages and attorney's fees that a court finally awards as a result of such claim. But you must give us prompt written notice of the claim, cooperate fully with us in its defense, and give us sole authority to control the case and any related settlement negotiations. We will not be responsible for any settlement made without our written consent. Our obligations under this Section do not apply if a claim is based on the use of superseded or altered version of the Software if infringement would have been avoided by use of the latest unaltered version of the Software made available to you at no charge. If a third party infringement claim is sustained in a final judgment from which no further appeal is taken or possible, or if your use of the Software is enjoined by a court, then we shall, in our sole reasonable election and expense, either: (i) procure your right to continue to use the Software in accordance with this Agreement; (ii) replace or modify the Software to make it non-infringing; or (iii) if (i) and (ii) are not reasonably feasible, terminate this Agreement with respect to the infringing Software and refund to you the license fees paid by you for such Software. Other than as provided in this Section, you and your affiliates and subsidiaries shall have no other remedy against us arising from a claim of actual or alleged infringement of intellectual property rights respecting the Software. 7. LIMITATION OF LIABILITY (a) The parties agree that, to the fullest extent permissible under law, in no event shall a party, and in the case of PARTTRAP, its suppliers, be liable to the other for any direct or indirect loss of profits or any incidental, consequential, indirect, special or punitive damages (including without limitation lost savings, loss of use or loss of data) arising out of or related to this Agreement or with respect to the installation, use or operation of the Software, whether in contract, tort, negligence or other form of action even if the party has been apprised of the possibility of such damages. This Section shall apply notwithstanding any failure of essential purpose of any limited remedy. (b) The parties hereto specifically agree that except for amounts properly payable to PARTTRAP hereunder, the total liability of either party to the other for damages under this Agreement will not exceed the sum of (i) all license fees actually paid by you to PARTTRAP hereunder for the Software and (ii) all implementation services, maintenance and support fees paid by you to PARTTRAP for the then current annual maintenance and support period. Notwithstanding the foregoing, PARTTRAP’s total liability to you for damages relating to any third party owned Software product we resell to you will not exceed the license fees paid to us for such product. (c) The limits described in this Section 7 shall not apply with respect to a breach of the obligations under Sections 3 (Ownership; Reverse Engineering; Restrictions) and shall not limit PARTTRAP’s obligations under Section 6 (Indemnification). 8. ASSIGNMENT You may not license, sublicense, assign, sell, rent, lease, or otherwise transfer the Software or this Agreement without our prior written consent. Notwithstanding the foregoing, you may, without our consent, (a) assign this Agreement to a subsidiary or affiliate, provided you remain liable for such entity’s performance; and (b) assign all, but not part, of the Software and this Agreement to another entity pursuant to a merger, consolidation or acquisition of all or substantially all of your assets; provided that in each case you notify us of the assignment in writing and the assignee agrees to be bound by this Agreement. 9. TERM AND TERMINATION Each license granted to you under this Agreement will begin on the day we ship the media to you, and will continue until this Agreement is terminated with respect to that license. Either party may terminate this Agreement, in addition to any other remedies it may have, if the other party is in default of a material obligation under this Agreement and fails to cure such default within 30 days following its receipt of written notice of the default. 10. GOVERNING LAW AND DISPUTES This Agreement shall be governed and construed in accordance with the laws of Sweden. Any controversy or claims arising out of or related to this Agreement shall be at a venue only in the state or federal court in and for a) Goteborg, Sweden, or b) the jurisdiction in which the Software is located; without regard to their conflict of laws and principles. Such venue shall be determined by the choice of the plaintiff bringing the action. The prevailing party shall be entitled to receive from the other party its reasonable attorneys’ fees and costs incurred in connection with any action or proceeding hereunder. The parties hereto expressly waive the application of the United Nations Convention on Contracts for the International Sale of Goods to the terms of this Agreement. 11. GENERAL (a) Any failure by either party to enforce at any time or for any period of time the provisions of this Agreement shall not be construed as a waiver of such provision, or of the right to enforce that provision. (b) Each of us agrees that any material breach of this Agreement may cause the other party irreparable harm, and that such non-breaching party may seek injunctive relief. (c) In the event any part of this Agreement is held to be unenforceable, that shall not affect the enforceability of the remaining provisions. (d) The headings of each provision of this Agreement are for reference purposes only. This Agreement may not be modified unless the modification is in a writing signed by both parties. This Agreement, and the Order that accompanies it, is complete and constitutes the entire agreement between us with respect to the Software. This Agreement will be binding on and will insure to the benefit of the heirs, executors, administrators, successors and assignees of the parties hereto but nothing in this Section will be construed as consent to any assignment of this Agreement except as provided above. (e) Any notice or other communication required or permitted in this Agreement shall be in writing and shall be deemed to have been duly given on the day of service if served personally or by facsimile transmission with confirmation, or 5 days after mailing if mailed by First Class mail, registered or certified, postage prepaid, and addressed to PARTTRAP at the addresses set forth above, or addressed to Customer at the address set forth in the initial Order, or at such other addresses as may be specified by either party pursuant to the terms and provisions of this paragraph. 12. SOFTWARE MAINTENANCE AND SUPPORT Upon execution of this Agreement, you shall pay to us the annual maintenance and support fees specified on the Order. Payment of the maintenance and support fees entitles you to receive the maintenance and support described in the Maintenance and Support Schedule attached hereto as Exhibit A. 13. SOURCE CODE ESCROW PARTTRAP has deposited in escrow a copy of the source code for its proprietary (i.e., non third party) Software. The escrow provides that in the event of one of a number of enumerated release conditions occurs, including PARTTRAP ceasing to do business or materially breaching its maintenance and support obligations under this Agreement, a subscribing customer may obtain a copy of the escrow source code material for those modules of the proprietary Software licensed to it. You may subscribe to the master escrow arrangement upon agreeing to the terms of the preferred beneficiary agreement and paying the applicable escrow fees. 14. THIRD PARTY SOFTWARE USE Notwithstanding anything to the contrary contained herein, certain third party software products supplied by PARTTRAP are subject to end user license agreements separately issued by the third party suppliers as indicated on an Order. For example, all Microsoft products are licensed pursuant to the Microsoft End User License Agreement (EULA) accompanying the Microsoft products. In such cases, this Agreement does not grant you any rights to use such third party software. Your use of such third party software is subject to the terms and conditions of the end user license agreement accompanying that software. 15. CONDITIONS FOR PARTTRAP SOFTWARE PARTTRAP will not share business data from Customer with any third party or forward it to other companies without written permission from Customer. The PARTTRAP applications may also be covered by a separate Service Level Agreement (SLA).