Terms and conditions of licence

and use for WOW! software and

add-on modules
Preamble

WOW! Würth Online World GmbH (hereafter "WOW!“) grants the customer
(hereafter used to refer to an individual "customer" or "customers") the
right to use its software products on the basis of this agreement.
In addition, various services are offered to the customer. WOW! software,
including databases, can be delivered to the customer either on data
storage media or pre-installed on hardware purchased from WOW!.

§ 1 Subject matter of the contract and granting of rights

(1) The subject matter of this agreement is the transfer of WOW! software
purchased by the customer (consisting of available and purchased WOW!
multi-brand diagnostics modules, technical data, flat rate units, FRU
scheduled data or hotline services) by way of software leasing. At the time
of transfer the current version as object code is transferred, including the
related user documentation together with the granting of use in line with
the agreement and rights specified below. The attributes owed of the
contractual software are derived in conclusion from the documentation.

(2) The customer acquires – on condition of the payment in full of the hire
charge for the contractual software – a non-exclusive, time-limited and
non-sublicensable right to use the contractual software. The software may
only be used simultaneously by at most the number of natural persons
corresponding to the licences acquired by the customer. Permissible use
comprises installation of the software, loading into the working memory
and intended use by the customer. Under no circumstances shall the
customer be entitled to sublease the hired software or pass it on in any
other way, to reproduce it publicly, to make it accessible, or to make it or
if necessary the created backup copy available to third parties either
against payment or free of charge, e.g. in the course of application service
providing or as “software as a service”.

(3) If the customer uses the software to an extent that exceeds the
acquired rights of use qualitatively (with regard to the type of permitted
use) or quantitatively (with regard to the number of acquired licences), he
must acquire immediately the rights of use required for permitted use. If
he fails to do so, WOW! shall assert the rights to which it is entitled.

(4) The customer is not permitted without the agreement of WOW! to

provide a copy of the licensed software to a third party by handing over or
permanently transferring the data storage media and documentation to a
third party.

§ 2 Prices and due date

The remuneration for the time-limited granting of use is specified in the

applicable price list in each case. All prices are net excluding the statutory
value added tax in each case.

§ 3 Warranty and maintenance

(1) WOW! guarantees for software the agreed quality and the
maintenance thereof, and also that the customer shall be able to use the
software in accordance with the provisions of this contract without
infringing the rights of third parties. The warranty shall not apply to
defects resulting from the software being used in a hardware and software
environment which does not meet the requirements specified in the WOW!
Snooper Plus manual, i.e. in particular if the software is installed by the
customer himself on hardware already in place on the customer's
premises. The customer shall undertake to inform WOW! immediately in
writing of software defects as soon as they are discovered. In the case of
redhibitory defects, this shall include a description of the time of the
occurrence of the defects and of the circumstances.

(2) WOW! shall be entitled to furnish warranty on the customer's premises

or by remote access. WOW! shall also satisfy its obligation of subsequent
performance by providing updates together with an automatic installation
routine for downloading and offering the customer telephone support to
resolve any installation problems that arise.

(3) The customer shall furthermore be entitled to purchase software

updates for the WOW! software, multiple marque diagnosis and the
modules “Technical Data”, “Flat Rate Units“ or FRU Scheduled Data. The
“Flightrecorder” recording function is also an integral part of the contract.
Software updates purchased within this context are subject to the
granting of rights in accordance with § 1.

(4) The customer shall independently activate at regular intervals the

download of software updates via a WOW! software button and download
the update software via the Internet. Unrestricted Internet access must be
guaranteed by the customer if a firewall or similar security devices are
used and within the framework of a company network. WOW! does not
expressly alert customers of new software updates. Continuous updating
of the contractual software is absolutely essential to the utilisation of the
technical support services in that these services always refer to the latest
version of the contractual software.

§ 4 Contractual period, termination

(1) Unless agreed otherwise, the contract shall be concluded for a period
of 12 months in each case. Notice can be given to terminate the contract
by each contracting party by observing a period of three (3) months to the
end of each 12-month period. If by this point no notice to terminate is
given by one of the contracting parties to the other contracting party, the
contractual period shall be extended by a further 12 months.

(2) The contract can furthermore be terminated for cause in writing by

each contracting party without observing a period of notice. Cause
entitling WOW! to terminate the contract shall exist in particular if the
customer infringes rights of use of WOW! in such a way that he uses the
software above and beyond the extent permitted in accordance with this
contract and in response to an adhortatory letter from WOW! fails to
desist from the infringement within an appropriate period of time.

(3) In the event of notice to terminate, the customer shall not receive any
further software updates.

(4) The customer shall however be permitted to continue using WOW!

multiple marque diagnosis and FRU scheduled data in the version that is
current at the time the contract ends. Once the contract is terminated, the
use of technical data, flat rate units and hotline services is not possible,
and all user rights granted are no longer valid. Further software updates
may only be purchased after a new contract has been concluded.

§ 5 Principles of handling WOW! software

(1) The licensed software is fully compatible with the hardware provided
by WOW! and faultless functionality was only achieved with this
combination during testing. If the licensed software has not been pre-
installed on hardware provided by WOW! for the customer at their
request, information regarding the hardware and software environment
needed to use the licensed software can be found in the WOW! Snooper
Plus manual. An Internet connection for activation and software updates
shall also be required. Installation of the contractual software by the
customer on his own hardware shall always be at the customer's own risk.
In instances where the minimum requirements as set out in the current
version of the WOW! Snooper Plus manual are not complied with by the
customer, under no circumstances can WOW! guarantee complete
functionality of the licensed software. The same applies if hardware and
software conflicts occur during the installation process due to the
customer not complying with the current minimum requirements. In such
cases the customer shall be referred to the aftersales service of his
hardware or software manufacturer; support cannot be provided by WOW!
Aftersales Service for the customer's own hardware or software.

(2) WOW! will provide the customer with a digital copy of the program
that is the subject of this contract pre-installed on hardware, along with
an electronic version of the related documentation, or will make the
documentation available to download online. To be able to use the
respective contractual software, the customer shall be required to effect
an online activation via the Internet. This in turn shall require an existing
Internet connection on the part of the customer and a release of the
contractual software by the customer if a firewall or similar security
measures are used.

(3) Copyright mentions, serial numbers and other program-identifying

features may not be removed from the contractual software or modified.

(4) Decompilation is permitted only within the framework of § 69e UrhG

(German Copyright Law). Reverse engineering or other tampering and any
attempt at such by the customer is expressly prohibited and shall
constitute for WOW! cause for termination without notice and/or the
assertion of claims arising from copyright law.

§ 6 Liability

(1) Within the framework of statutory provisions, WOW! takes legal

responsibility

• - in the case of intentional or gross negligence,

• - in the instance of loss of life, physical injury or damage to health,
• - in accordance with the provisions of product liability legislation,
and
• - as part of a WOW! provided guarantee.

(2) In the event of a slightly negligent breach of a duty which is material

to achieving the purpose of the contract, the liability of WOW! shall be
limited to the damage that is foreseeable and typical depending on the
transaction in question.

(3) Beyond § 8 (1) and (2) WOW! accepts no further liability.

(4) The above-mentioned limitation of liability also applies to the personal

liability of the employees, representatives and bodies of WOW!.

(5) WOW! accepts no liability without fault for initial software defects.

§ 7 Security measures, audit right

(1) The customer shall use appropriate measures to secure the

contractual software and if necessary the access data for online access
against access by unauthorised third parties. In particular, all copies of the
contractual software and the access data must be kept at a protected
location.

(2) The customer shall permit WOW! at the latter's request to check that
the contractual software is being used correctly and properly, in particular
as to whether the customer is using the program qualitatively and
quantitatively within the framework of the rights of use that he has
acquired. To this end the customer shall provide WOW! with information
and allow WOW! to see relevant documents and check the hardware and
software environment used. WOW! shall be permitted to conduct the
checks on the customer's premises during the latter's regular hours of
business or have the checks conducted by third parties who have been
sworn to secrecy. WOW! shall see to it that the customer's business
operations are disrupted as little possible by its on-site activities. Audit
measures must be announced in writing by observing a period of notice of
four (4) weeks.

§ 8 Miscellaneous, contract modification, data protection

(1) If no deviating provision has been made in these terms and conditions
of licence, the general terms and conditions of sale, delivery and payment
of WOW! Würth Online World GmbH (WOW!) apply. In cases of doubt,
these terms and conditions take precedence over the general terms and
conditions of sale, delivery and payment of Würth Online World GmbH
(WOW!).

(2) Contractual amendments and additions must be in written form unless

amended by WOW! electronically within the framework of the online
customer platform.

(3) The customer agrees to the use of personal information and data
submitted solely for the purpose of WOW! product information and
anonymous evaluation of the licensed software functionality. Forwarding
to third parties, especially for advertising/promotional purposes, is
expressly excluded.

(4) Changes to these terms and conditions of licence shall be

communicated to the customer either in writing or electronically. The
customer shall be able to terminate the contract for cause within six
weeks of receiving the communication. If there is no termination, the
changes shall be deemed to be accepted on expiry of the six-week period.

(5) Should individual provisions of this contract be void, the validity of the
remaining provisions shall in no way be affected.

As at: June 2013