IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE USING THIS NORBAR TBOX 2:

This is a licence agreement (Licence) between you (Licensee or you) and NORBAR TORQUE TOOLS LTD of WILDMERE RD, BANBURY, OXFORDSHIRE, OX16 3JU with company number 380480 (Licensor or we) for use of the software developed by Norbar which is embedded in the TBOX 2 (Software).

BY PROCEEDING TO USE THE TBOX 2 YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE ARE UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MUST NOT USE THE TBOX 2 EQUIPMENT. IN THIS CASE YOU MUST CONTACT THE DISTRIBUTOR FROM WHICH YOU PURCHASED THE EQUIPMENT OR US IF YOU PURCHASED DIRECTLY FROM US TO DISCUSS RETURN OF THE EQUIPMENT.

PLEASE NOTE THAT THE FUNCTIONING OF OUR SOFTWARE DEPENDS ON THE AVAILABILITY OF A NUMBER OF THIRD PARTY SOFTWARE PACKAGES WHICH ARE LISTED TOGETHER WITH THEIR LICENCE TERMS (Third Party Software).

1.     Grant and scope of licence

1.1       In consideration of you agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Software on the terms of this Licence. To the extent that the Software uses or relies on any Third Party Software and there is any inconsistency between the terms of this Licence and the Third Party Software licence, the terms of the third party licence will prevail but only in respect of the Third Party Software and only to the extent necessary to resolve the inconsistency.

1.2       You may:

(a)                install and use the Software for your internal business purposes only on genuine Norbar TBOX 2 hardware unless otherwise authorised in writing by Norbar;

(b)       make up to three copies of the Software for back-up purposes only, provided that this is necessary for the activities permitted by condition 2.1;

(c)       receive and use any free supplementary software code or update of the Software incorporating "patches" and corrections of errors as may be provided by the Licensor from time to time.

2.      Licensee's undertakings

2.1       Except as expressly set out in this Licence or as permitted by any local law, you undertake:

(a)                not to copy the Software except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security;

(b)       not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software, except to the extent that it incorporates any Third Party Software for which the licence terms governing that Third Party Software will prevail;

(c)       not to make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs, except to the extent that it incorporates any Third Party Software for which the licence terms governing that Third Party Software will prevail;

(d)       not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with any Third Party Software, and provided that the information obtained by you during such activities:

(i)                       is used only for the purpose of achieving inter-operability of the Software with another software program;

(ii)       is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it; and

(iii)       is not used to create any software which is substantially similar to the Software;

(e)                to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;

(f)       to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence;

(g)       to replace the current version of the Software with any updated or upgraded version or new release provided by the Licensor under the terms of this Licence immediately on receipt of such version or release;

(h)       to include the copyright notice of the Licensor on all entire and partial copies of the Software in any form;

(i)       not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person other than your employees without prior written consent from the Licensor.

2.2       You must permit the Licensor and his representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises, and to the computer equipment located there, at which the Software is being kept or used, and any records kept pursuant to this Licence, for the purpose of ensuring that you are complying with the terms of this Licence.

3.      Intellectual property rights

3.1       Subject to clause 3.3, you acknowledge that all intellectual property rights in the Software throughout the world belong to the Licensor, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software other than the right to use them in accordance with the terms of this Licence.

3.2       Subject to clause 3.3, you acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.

3.3       To the extent that the Software incorporates or relies upon any Third Party Software, nothing in clauses 3.1 or 3.2 will affect the ownership of the intellectual property rights in such Third Party Software or the licence rights or availability of the source code as expressly set out in the licences attaching to that software.

4.      Warranty

4.1       The Licensor warrants that:

 (a)       during the period of 90 days after the date that the equipment containing the Software is supplied (Warranty Period), the Software will, when properly used, perform substantially in accordance with the functions described in any marketing materials for the Software produced by the Licensor;

(b)       it has tested the Software for viruses using commercially available virus-checking software, consistent with current industry practice.

4.2       You acknowledge that the Software has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Licensor�s marketing materials meet your requirements.

4.3       You acknowledge that the Software may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of this Licence.

4.4       If, within the Warranty Period, you notify the Licensor in writing of any defect or fault in the Software in consequence of which it fails to perform substantially in accordance with the functions described in any marketing materials for the Software produced by the Licensor, and such defect or fault does not result from you having amended the Software or used it in contravention of the terms of this Licence, the Licensor will, at its sole option, repair or replace the Software, provided that you make available all information that may be necessary to assist the Licensor in resolving the defect or fault, including sufficient information to enable the Licensor to recreate the defect or fault.

4.5       The Licensor's obligation under condition 4.4 is subject to compliance by you with the terms of condition 2.1(g).

5.      Licensor's liability

5.1       Nothing in this Licence shall exclude or in any way limit the Licensor's liability for fraud, or for death and personal injury caused by its negligence, or any other liability to the extent that it cannot be excluded or limited as a matter of law.

5.2       Subject to condition 5.1 the Licensor shall not be liable under or in connection with this Licence or any collateral contract for:

(a)                loss of income;

(b)       loss of business profits or contracts;

(c)       business interruption;

(d)       loss of the use of money or anticipated savings;

(e)       loss of information;

(f)       loss of opportunity, goodwill or reputation;

(g)       loss of, damage to or corruption of data; or

(h)       any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise;

provided that this condition 5.2 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of condition 4 or any other claims for direct financial loss that are not excluded by any of categories (a) to (h) inclusive of this condition 5.2.

5.3       Subject to condition 5.1 and condition 5.2, the Licensor's maximum aggregate liability under or in connection with this Licence, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to a sum equal to the amount paid by you for the Norbar TBOX 2 on which the Software is installed.

5.4       Subject to condition 5.1, condition 5.2 and condition 5.3, the Licensor's liability for infringement of third party intellectual property rights shall be limited to breaches of rights subsisting in the UK.

5.5       This Licence sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Software. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Licence. Any condition, warranty, representation or other term concerning the supply of the Software which might otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.

6.      Termination

6.1       This licence will terminate automatically and without the requirement to serve notice when you cease use of the Norbar equipment on which the Software was supplied.

6.2       Upon termination:

(a)                all rights granted to you under this Licence shall cease;

(b)       you must cease all activities authorised by this Licence;

 (d)       you must immediately delete or remove all back-up copies of the Software from all computer equipment in your possession.

7.      Transfer of rights and obligations

7.1       This Licence is binding on you and us and on our respective successors and assigns.

7.2       You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent.

7.3       The Licensor may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of his rights or obligations arising under it, at any time during the term of the Licence.

8.      Notices

All notices given by you to the Licensor must be given to NORBAR TORQUE TOOLS LTD at WILDMERE RD, BANBURY, OXFORDSHIRE, OX16 3JU. The Licensor may give notice to you at either the e-mail or postal address you provided to it or its distributor when purchasing the Software. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

9.      Events outside the Licensor's control

9.1       The Licensor will not be liable or responsible for any failure to perform, or delay in performance of, any of his obligations under this Licence that is caused by an event outside his reasonable control (Force Majeure Event).

9.2       The Licensor's performance under this Licence is deemed to be suspended for the period that the Force Majeure Event continues, and he will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Licence may be performed despite the Force Majeure Event.

10.      Waiver

10.1       If the Licensor fails, at any time during the term of this Licence, to insist on strict performance of any of your obligations under this Licence, or if the Licensor fails to exercise any of the rights or remedies to which he is entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

10.2       A waiver by the Licensor of any default shall not constitute a waiver of any subsequent default.

10.3       No waiver by the Licensor of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

11.      Severability

If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

12.      Entire agreement

12.1       This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Software and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.

12.2       We each acknowledge that, in entering into this Licence, neither of us has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us before entering into this Licence except as expressly stated in this Licence.

12.3       Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this Licence (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in this Licence.

13.      Law and jurisdiction

This Licence, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and submitted to the non-exclusive jurisdiction of the English courts.