End User License Agreement By using the software ("RSW Solutions), you agree to the terms of this End User License Agreement between you and RSW Solutions LLC. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MAY NOT USE THE PRODUCT SOFTWARE. 1. License. Subject to the terms of this EULA, RSW Solutions grants to you a limited and nonexclusive license (without the right to sublicense) to execute one (1) copy of the Product Software, in executable object code form only, solely on the Product that you own or control and solely for use in conjunction with the Product for your personal, non-commercial purposes. 2. Restrictions. You agree not to, and you will not permit others to, (a) license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Product Software or make the Product Software available to any third party, (b) copy or use the Product Software for any purpose other than as permitted in Section 1, (c) use any portion of the Product Software on any device or computer other than the Product that you own or control, (d) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product Software, or (e) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Product Software (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact RSW Solutions and provide RSW Solutions an opportunity to create such changes as are needed for interoperability purposes). You may not release the results of any performance or functional evaluation of any of the Product Software to any third party without prior written approval of RSW Solutions for each such release. 3. Updates. Any future release, update, or other addition to the functionality of the Product Software, if any, provided by RSW Solutions (collectively) will be subject to the terms of this EULA, unless RSW Solutions states otherwise in writing. To keep your Product Software up-to-date, RSW Solutions may automatically provide your Product with Updates to the Product Software. 4. Ownership. The Product Software and all worldwide copyrights, trade secrets, and other intellectual property rights therein are the exclusive property of RSW Solutions and its licensors. RSW Solutions and its licensors reserve all rights in and to the Product Software not expressly granted to you in this EULA. The Product Software (and all copies thereof) is licensed to you, not sold, under this EULA. There are no implied licenses in this EULA. All suggestions or feedback provided by you to RSW Solutions with respect to the Product Software shall be RSW Solutions; property and deemed Confidential Information (defined below) of RSW Solutions. 5. Term and Termination. This EULA and the license granted hereunder are effective on the date you first use the Product Software or Product and shall continue for as long as you own the Product, unless this EULA is terminated under this section. RSW Solutions may terminate this EULA at any time if you fail to comply with any term(s) hereof. You may terminate this EULA effective immediately upon written notice to RSW Solutions. Upon termination of this EULA, the license granted hereunder will terminate and you must stop all use of the Product Software, but the terms of Sections 2 through 15 (inclusive) will remain in effect, after any such termination. 6. Warranty Disclaimer. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RSW SOLUTIONS PROVIDES THE PRODUCT SOFTWARE "AS-IS" AND "WITH ALL FAULTS," AND DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. RSW SOLUTIONS DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE PRODUCT SOFTWARE. RSW SOLUTIONS MAKES NO WARRANTY THAT THE PRODUCT SOFTWARE WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE. 7. Limitation of Liability a. NOTWITHSTANDING ANYTHING TO THE CONTRARY BUT SUBJECT TO THE LAST SENTENCE OF THIS SECTION, (A) RSW SOLUTIONS WILL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS OR INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES RELATING TO THE PRODUCT SOFTWARE OR THIS EULA, EVEN IF RSW SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) RSW SOLUTIONS' TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THE PRODUCT SOFTWARE AND THIS EULA, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL AT ALL TIMES BE LIMITED TO FIFTY U.S. DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. RSW SOLUTIONS DISCLAIMS ALL LIABILITY OF ANY KIND OF RSW SOLUTIONS' SUPPLIERS. b. THE SITE SERVICES PROVIDE YOU INFORMATION ("PRODUCT INFORMATION") REGARDING YOUR AUTOMOBILE. WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMERS ABOVE, ALL PRODUCT INFORMATION IS PROVIDED FOR YOUR CONVENIENCE, "AS IS," "WHERE IS," AND "AS AVAILABLE." RSW SOLUTIONS DOES NOT REPRESENT OR WARRANT THAT PRODUCT INFORMATION WILL BE AVAILABLE, ACCURATE, OR RELIABLE OR THAT PRODUCT INFORMATION OR USE OF THE PRODUCT SOFTWARE WILL OPTIMIZE THE USE OF YOUR AUTOMOBILE. DUE TO THE HIGHLY-TECHNICAL NATURE OF AUTOMOTIVE PARTS AND SYSTEMS, RSW SOLUTIONS CANNOT WARRANT OR GUARANTY THAT ANY INFORMATION OR DATA OBTAINED BY PRODUCT SOFTWARE RELATING TO YOUR AUTOMOBILE WILL BE ACCURATE OR WILL OTHERWISE PREVENT ANY DAMAGE TO YOUR AUTOMOBILE. ACCORDINGLY, YOU USE THE PRODUCT SOFTWARE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR (AND RSW SOLUTIONS DISCLAIMS) ANY AND ALL LOSS, LIABILITY, OR DAMAGES, INCLUDING TO YOUR AUTOMOBILE, RESULTING FROM YOUR USE OF THE PRODUCT INFORMATION OR PRODUCT SOFTWARE. c. YOU SHOULD NOT USE ANY PRODUCT SOFTWARE OR PRODUCT THAT REQUIRES ACTION OR INPUT FROM YOU WHILE YOU ARE DRIVING. 8. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS EULA GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS EULA WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. 9. Confidentiality. "Confidential Information" shall mean the Product Software and all other information disclosed to you that RSW Solutions characterizes as confidential at the time of its disclosure either in writing or orally, except for information which you can demonstrate: (a) is previously rightfully known to you without restriction on disclosure; (b) is or becomes, from no act or failure to act on your part, generally known in the relevant industry or public domain; (c) is disclosed to you by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by you without access to the Confidential Information. You shall use your best efforts to preserve and protect the confidentiality of the Confidential Information at all times, both during the term hereof and for a period of at least 3 years after termination of this Agreement, provided, however, that any source code you receive shall be held in confidence in perpetuity. You shall not disclose, disseminate or otherwise publish or communicate Confidential Information to any person, firm, corporation or other third party without the prior written consent of RSW Solutions. You shall not use any Confidential Information other than in the course of the activities permitted hereunder. You shall notify RSW Solutions in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement, and will cooperate with RSW Solutions in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. If you are legally compelled to disclose any of the Confidential Information, then, prior to such disclosure, you will (i) immediately notify RSW Solutions prior to such disclosure to allow RSW Solutions an opportunity to contest the disclosure, (ii) assert the privileged and confidential nature of the Confidential Information, and (iii) cooperate fully with RSW Solutions in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, you shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements. 10. Export Compliance. The Product Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that you have the responsibility to obtain authorization to export, re-export, or import the Product Software and related technology, as may be required. You will indemnify and hold RSW Solutions harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney's fees) arising from or relating to any breach by you of your obligations under this section. 11. Governing Law; Venue. This EULA, and any claim, dispute or controversy relating to this EULA, will be governed by the laws of Colorado, without giving effect to any conflicts of laws principles that require the application of the laws of a different jurisdiction. Any action or proceeding relating to this EULA must be brought in a federal or state court located in Denver County, Colorado and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding, except that RSW Solutions may seek injunctive relief in any court having jurisdiction to protect its intellectual property or Confidential Information. 12. General. Neither the rights nor the obligations arising under this EULA are assignable by you, and any such attempted assignment shall be void and without effect. Any notice to you may be provided by email to the address that you registered with RSW Solutions. The Product Software is deemed irrevocably accepted upon your use of the Product Software or Product. RSW Solutions will have no responsibility to provide maintenance or support services with respect to the Product Software. The parties are independent contractors. If any provision of this EULA is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. All waivers by RSW Solutions will be effective only if in writing. Any waiver or failure by RSW Solutions to enforce any provision of this EULA on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. You acknowledge that the Product Software contains valuable trade secrets and proprietary information of RSW Solutions, that any actual or threatened breach of Section 2 (Restrictions) of this EULA will constitute immediate, irreparable harm to RSW Solutions for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. The headings of Sections of this EULA are for convenience and are not to be used in interpreting this EULA. This EULA constitutes the final, complete, and exclusive agreement between the parties regarding the Product Software and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. Except as otherwise provided in this section, no amendment to this EULA will be valid unless in a writing hand-signed by the parties. 13. Users Outside the U.S. If you are using the Product Software outside the United States, then the following shall apply: (a) You confirm that this EULA and all related documentation is and will be in the English language; (b) you are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Product Software, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable 14. Internet Based Services. a. Consent for Internet-Based Services. The software features described below connect to external computer systems over the Internet. These features may collect and send information about your computer and/or your vehicle, such as your Internet Protocol address, Vehicle Data, Software License infomration and requested Software Updates (“Computer Information”). b. Update Download. This software feature will download any Update that is avaliable for installation and will place them on your computer. By using this feature to download updates hosted on an external source, you consent to the transmission of Computer Information. c. Software License Validation. This software feature will validate the Software License status by contacting third-party external servers. By using this feature to validate license status hosted on an external source, you consent to the transmission of Computer Information. d. Vehicle Data. This software feature will transmit vehicle data by contacting third-party external servers. By using this feature, you consent to the transmission of Computer Information. e. Use of Information by RSW Solutions. We will treat any Computer Information that we receive from the software in accordance with our Privacy Statement. f. Use of Information by Third Parties. Computer Information may be sent to third-party external computer systems, as described above. Any information you provide to a third party through your use of the software is governed by their privacy statements and policies. We do not control, and we disclaim any responsibility for, how third-party service providers may use Computer Information. g. Misuse of Internet-based Services. You may not use these Internet-based Services in any way that could harm them or impair anyone else’s use of them. You may not use these Internet-based Services to try to gain unauthorized access to any service, data, account or network by any means. Limited Warranty RSW Solutions will have no warranty obligation with respect to the following products ("Ineligible Products"): (i) Product Hardware that have no defects in materials or workmanship, (ii) Products with defects that are not reproducible by RSW Solutions, (iii) Products marked as "sample" or sold "AS IS, or (iv) Products that have been subject to: (a) any modifications, alterations, repair, or servicing by any party other than RSW Solutions or RSW Solutions' authorized representatives; (b) handling, storage, installation, testing, or use not in accordance with the applicable Documentation; (c) abuse, negligence, neglect, accidents, abuse or misuse; (d) any breakdowns, fluctuations, or interruptions in electric power or the telecommunications network; or (e) any Acts of God, including fire, flood, tornado, earthquake, hurricane, excessive snow, lightning, riot, insurrection, act of war or other disaster. Warranty Disclaimer. EXCEPT TO THE EXTENT SET FORTH ABOVE IN THIS LIMITED WARRANTY, THE PRODUCTS ARE PROVIDED ON AN "AS IS" BASIS, AND RSW SOLUTIONS DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PRODUCTS, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, QUIET ENJOYMENT, AND ACCURACY. RSW SOLUTIONS DOES NOT WARRANT THAT OPERATION OF THE PRODUCTS WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE PRODUCTS WILL IN EVERY CASE PROCESS ALL DATA CORRECTLY. LIMITATION OF LIABILITY 1. IN NO EVENT WILL (A) RSW SOLUTIONS BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THIS LIMITED WARRANTY OR THE PRODUCTS, EVEN IF RSW SOLUTIONS KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) RSW SOLUTIONS' TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS LIMITED WARRANTY AND THE PRODUCTS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO RSW SOLUTIONS OR RSW SOLUTIONS' AUTHORIZED RESELLER FOR THE PRODUCT AT ISSUE IN THE PRIOR 12 MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. RSW SOLUTIONS DISCLAIMS ALL LIABILITY OF ANY KIND OF RSW SOLUTIONS' SUPPLIERS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS LIMITED WARRANTY WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.