Star Diagnosis Purchase Information for the Independent Service
Contents
1. A Mercedes Benz Instructions for filling out the Order Form Equipment Purchase Agreement amp Star Diagnosis System License Agreement Please be sure to completely fill out the order form and Agreements as shown in the following pages Please pay special attention to pages 1 amp 4 of the Equipment Purchase Agreement and pages 1 amp 5 of the Star Diagnosis System License Agreement Be sure to completely fill in the needed information All pages of the Agreements including the Attachments must be sent in with your order next few pages of this document will give you specific instructions as to how to fill out the order form and the Agreements hase Information for the Independent Service Provider A Mercedes Benz Filing out the Star Diagnosis Hardware Order Form QJ Mercedes Benz Your data Fill in your name or company name address phone amp fax numbers e mail address and contact person Delivery Address Fill this in if you wish to have your unit shipped to another address Hardware Version Indicate your equipment selection amp quantity Make sure to indicate total price tax which is calculated from the province where the order is placed from and total Select language version Signature and date Sign and date where indicated at the bottom of the order form gnosis Purchase Information for the Independent Service Provider A Mercedes Benz Filing out Equipment Pur2. Licensee wishes to obtain the right to use the Software pursuant to this Agreement for use in connection with its providing vehicle diagnostics for Mercedes Benz and or smart vehicles solely in conjunction with its business THEREFORE the parties hereto agree as follows 1 MBC hereby grants to Licensee a non exclusive non assignable and non transferable right to use the Software solely during the term of this Agreement only in connection with the Licensee s providing maintenance and repair service for Mercedes Benz and or smart vehicles 2 Licensee hereby acknowledges and agrees that the Software contains confidential and commercially sensitive proprietary information of DAG and MBC Accordingly Licensee shall not disclose transfer assign or grant access to any person other than employees of Licensee who are required to use the Software in the performance of their duties either the Software the Equipment or its rights under this Agreement or all of the foregoing either intentionally or intentionally The parties agree that a material breach of this Agreement adversely affecting MBC s and DAG s rights in the Software could cause irreparable harm for which monetary damages alone would be inadequate and that MBC and or DAG shall be entitled to equitable relief including injunction in addition to any rights and remedies it may have hereunder or at law 3 Licensee agrees to a hold the Software in strict confidence b disclos
3. Agreement shall be declared by a court to be void or unenforceable the validity of any other provision and of the entire Agreement shall not be affected thereby This Agreement is not intended nor will it be deemed or construed to create or confer any rights including by way of example but not limitation third party beneficiary rights to any person or entity other than Licensee and MBC This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario MBC and Licensee irrevocably submit to the non exclusive jurisdiction of the courts of the Province of Ontario Mercedes Benz Canada Inc Star Diagnosis System License Agreement November 2011 Revision 1 Page 4 IN WITNESS WHEREOF this Agreement is hereby executed as of the date first above set forth MERCEDES BENZ CANADA INC print Customer name By By print name amp title print name amp title date date Mercedes Benz Canada Inc Star Diagnosis System License Agreement November 2011 Revision 1 Page 5
4. from Germany a CD that will lock your diagnostic software at the last installed date Should you decide at a later date that you wish to subscribe to the software again though please note that before new software is capable of being installed you must return your Star Diagnosis system to Germany to allow the unit to be unlocked to accept the new software This process is done at the system owner s expense and will include all labour shipping and parts as needed rmation for the Independent Service Provider a Mercedes Benz Support Star Diagnosis systems have a three 3 year warranty Should a hardware software issue arise during the warranty period there is a Star Diagnosis Support Desk located in Germany that can be reached by E mail stardiagnosis support daimler com English speaking agent 011 49 1805 22 33 32 French speaking agent 011 49 1805 22 33 30 Hours of operation English Mon Sat 24 hours French Mon Fri 7 am to 10 pm Sat 7 am to 2 pm Stuttgart time help desk will resolve your problem over the phone or will arrange for your unit to be repaired cables and batteries are considered consumable and are not covered under warranty Nov 2014 Redsonfl Diagnosis Purchase Information for the Independent Service Provider A Mercedes Benz Information brochures for the e Compact Measurement Technology HMS 990 USB can be viewed from our website
5. long as Licensee continues to run and make use of the Equipment This Agreement shall terminate immediately upon the sale transfer or assignment of the Equipment to any third party or upon Licensee s breach of any term or condition of this Agreement 5 Licensee agrees to use reasonable commercial efforts to maintain all security and protection incorporated into the Software or provided by MBC for use in connection with the Software and to protect MBC s and DAG s rights in the Software 6 The license fees payable by Licensee to MBC for the license of the Software during the term of this Agreement were included in the cost of the Equipment namely a 230 00 fee and the update and content fee of 6 670 00 per year throughout the term of this license Licensee acknowledges and agrees that the license fee and update and content fee applicable after the Expiration Date upon a renewal of the term of this Agreement shall be established by MBC in its sole discretion Licensee shall submit a Software update subscription application to MBC prior to receiving the last scheduled Software update before the Expiration Date in order for the Software update service to continue without interruption All payments must be in Canadian Dollar currency and are exclusive of any taxes duties and the like all of which shall be paid by Licensee 7 MBC HAS NO CONTROL OF THE CONDITIONS UNDER WHICH LICENSEE USES THE SOFTWARE THEREFORE MBC CANNOT AND DOES NOT WARRANT TH
6. or like taxes now in force or enacted in the future and are therefore subject to an increase equal to any such taxes MBC may be required to collect or pay upon sale or delivery of the Equipment 7 Terms of Shipment a All Equipment will be shipped to the Customer FOB the manufacturer s facility or MBC s facility as applicable In the absence of specific instructions the manufacturer or MBC will select the carrier but the carrier will not be construed to be an agent of the manufacturer or MBC b MBC reserves the right to make partial shipments 8 Security Interest Customer hereby grants to MBC a security interest in the Equipment including the proceeds including insurance proceeds thereof and in all accounts and general intangibles arising from the sale lease or other disposition of any of the foregoing Upon the request of MBC Customer shall execute any documents or instruments which may be necessary or appropriate to confirm to record or to give notice of the interest of MBC in the Equipment including but not limited to financing statements under the applicable Personal Property Security Act PPSA in the province where the Customer is situated MBC shall have all of the rights and remedies of a secured party under the PPSA and any other applicable law The Customer authorizes MBC to file financing statements under the PPSA covering the Equipment without signature of the Customer Mercedes Benz Canada Inc Equipme
7. privilege hereunder will operate as a waiver thereof nor will any single or partial exercise of any right power or privilege hereunder preclude further exercise of the same right or the exercise of any other right thereunder d If any part of this Agreement shall be adjudged by a court of competent jurisdiction to be invalid such judgment will not affect or nullify the remainder of the Agreement but the effect thereof will be confined to the part immediately involved in the controversy adjudged This Agreement shall be deemed to have made in and shall be construed pursuant to the laws of the Province of Ontario MBC and Customer irrevocably submit to the non exclusive jurisdiction of the courts of the Province of Ontario IN WITNESS WHEREOF this Agreement is hereby executed as of the date first above set forth MERCEDES BENZ CANADA INC print Customer name By By print name amp title print name amp title date date Mercedes Benz Canada Inc Equipment Purchase Agreement November 2011 Revision 1 Page 4 ATTACHMENT A Revised Nov 2011 EQUIPMENT DESCRIPTIONS AND PURCHASE PRICE Compact Compact MT Diagnostic multiplexer CAESAR ThinkPad to multiplexer connecting cable 5 m Multiplexer to vehicle connecting cable 4 pin Multiplexer to vehicle connecting cable 14 pin Multiplexer to vehicle connecting cable 16 pin Multiplexer to vehicle connecting cable 38 pin WIS DVD
8. AS E L mir Please print month and date WHEREAS Licensee wishes to obtain the right to use the Software pursuant to this ecko rancor trl arom a aaa Ben andice smart vehicles solely in conjunction wah ils pies eo age tors Please print your name or company name L MBC granis to Licereee a nonexclusive non esigrebt and non tranderabie non de during de term of this Agreement only in comection ee s providing maintenance and repar service for Mercedes Benz and or Some ts pee sera 0 ACMI Aceh Please print your address employees of Ligensse who m qued to we the Softwar in the performance of their a bold the Software in strict confide nar b disctow the Software only to Licemere s employees to which knowledge temo is mquied to perform to Mercedes Benz and or smart wehicts Moats fiw Crad Inc Ste Diagnonin Syrom Lime A gomme Novembur 2011 Revision 1 Pet ase Information for the Independent Service Provider A Mercedes Benz Filing out the Star Diagnosis System License Agreement fy NTN WHERE pene yeti Filling out page five 5 of the LICENSE AGREEMENT Please print the date in two places where indicated Please print your name or company name on the line to the left of Mercedes Benz Canada Inc By Please sign your name here Print name amp title Print your name and title here
9. CG Mercedes Benz otar Diagnosis Purchase Information for the Independent Service Provider ormation for the Independent Service Provider CG Mercedes Benz otar Diagnosis Purchase Information for the Independent Service Provider This document will assist you Deciding which Star Diagnosis unit best serves your needs eHow to order How to fill out the required paperwork Contained within this document you will find How to find the Compact and HMS 990 USB brochures Hardware Order form Equipment Purchase Agreement eStar Diagnosis System License Agreement CG Mercedes Benz Where to mail your completed paperwork Once you have decided which Star Diagnosis unit best serves your needs fill out the order form the Equipment Purchase Agreement and the Star Diagnosis System License Agreement Mail the completed order form and Agreements including Attachment A and B along with certified funds money order or a bank check via FedEx UPS DHL or Certified Canada Post delivery All orders for Star Diagnosis equipment must include sales tax relevant to your location Mail to Mercedes Benz Canada Inc 98 Vanderhoof Ave Toronto Ontario M4G 4C9 Attention Technical Literature Dept Confidential ormation for the Independent Service Provider CG Mercedes Benz Ordering Process Once your order is received here at Mercedes Benz Canada MBC and has been placed by us to Germany you will rec
10. E REPRESENTATIONS AND WARRANTIES OF MBC SET FORTH IN THIS AGREEMENT WITH RESPECT TO THE SOFTWARE IF ANY ARE IN LIEU OF ALL OTHER REPRESENTATIONS WARRANTIES AND CONDITIONS EXPRESS IMPLIED OR STATUTORY ON BEHALF OF MBC OR ANY OFITS PARENT AFFILIATE AND SUBSIDIARY ENTITIES INCLUDING BUT NOT LIMITED TO ANY IMPLIED REPRESENTATIONS OR WARRANTIES OF MARKETABILITY OR FITNESS FOR A PARTICULAR USE WITH RESPECT TO THE SOFTWARE AND SAID OTHER REPRESENTATIONS WARRANTIES AND CONDITIONS ARE HEREBY DISCLAIMED Mercedes Benz Canada Inc Star Diagnosis System License Agreement November 2011 Revision 1 Page 3 10 11 12 13 14 Any liability of MBC or any of its parent affiliate and subsidiary entities and their respective officers directors and employees hereinafter MBC and its affiliates will be limited to Software replacement In no event shall MBC and its affiliates be liable for any incidental indirect special or consequential damages including without limitation loss of profits business interruption loss or inaccuracy of information or the cost of procurement arising out of the Software even if MBC and its affiliates have been apprised of the possibility thereof In no event shall the liability of MBC and its affiliates under this Agreement whether in tort contract or otherwise exceed the payments actually made by Licensee to MBC under this Agreement For the duration of this Agreement and while Licensee remains curren
11. E RESULTS THAT MAY BE OBTAINED BY ITS USE HOWEVER MBC PROVIDES THE FOLLOWING LIMITED PERFORMANCE WARRANTIES Mercedes Benz Canada Inc Star Diagnosis System License Agreement November 2011 Revision 1 Page 2 a MBC WARRANTS THAT THE MEDIA ON WHICH THE SOFTWARE IS RECORDED IS FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE MBC WARRANTS THAT THE SOFTWARE ITSELF WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH ITS SPECIFICATIONS b MBC WILL REPLACE ANY MEDIA WHICH PROVES DEFECTIVE IN MATERIAL OR WORKMANSHIP DURING THE WARRANTY PERIOD WITHOUT CHARGE c MBC WILL EITHER REPLACE OR REPAIR ANY SOFTWARE THAT DOES NOT PERFORM IN ACCORDANCE WITH ITS SPECIFICATIONS WITH A CORRECTED COPY OF THE SOFTWARE OR CORRECTIVE CODE OR INSTRUCTIONS AT MBC S SOLE OPTION d THE ABOVE WARRANTIES ARE MADE FOR THE TERM OF THIS AGREEMENT e IFMBCIS UNABLE TO REPLACE THE DEFECTIVE MEDIA OR IF MBC IS UNABLE TO PROVIDE CORRECTED SOFTWARE WITHIN A REASONABLE TIME MBC WILL REPLACE THE SOFTWARE WITH A FUNCTIONALLY SIMILAR PROGRAM f MBC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE THIS WARRANTY DOES NOT COVER ANY SOFTWARE WHICH HAS BEEN SUBJECTED TO ANY DAMAGE OR ABUSE THE WARRANTY DOES NOT COVER ANY SOFTWARE WHICH HAS BEEN ALTERED OR CHANGED IN ANY WAY BY ANYONE OTHER THAN MBC OR ITS AUTHORIZED REPRESENTATIVES TH
12. Mercedes Benz Canada Inc Leave the area under this heading blank e Information for the Independent Service Provider A Mercedes Benz Shipment of order forms Mail the completed order form Equipment Purchase Agreement and Star Diagnosis System License Agreements including Attachments with certified funds do not forget to include sales tax relevant to your location via FedEX UPS DHL or Certified Canada Post delivery to Mercedes Benz Canada Inc 98 Vanderhoof Ave Toronto Ontario M4G 4C9 Attention Technical Literature Dept CONFIDENTIAL se Information for the Independent Service Provider CG Mercedes Benz Questions Please contact the Mercedes Benz Technical Literature Department 416 847 7432 fog ET d nation for the Independent Service Provider Q3 Mercedes Benz Mercedes Benz Canada Order Form Aftermarket Customers Star Diagnosis Hardware Valid as of November 201 1 Revision 1 Please PRINT clearly and neatly all information on this form Ordered By Date Street City Province Sales Tax Ident No Postal Code Phone Your remarks comments E mail Address Fax Contact Person Delivery Address Ship to Street City Province Postal Code Your remarks comments Hardware Version Order Number Item Description Quantity Single Price Cdn Total Price multip
13. OSTING LESS THAN 200 00 CDN 2 EQUIPMENT WHICH HAS BEEN SUBJECTED TO ANY DAMAGE ABUSE MISUSE SUBJECTED TO UNAUTHORIZED REPAIR ATTEMPTS OR OPERATED OTHER THAN IN ACCORDANCE WITH APPLICABLE USE INSTRUCTIONS OR 3 DOES NOT COVER EQUIPMENT WHICH HAS BEEN MODIFIED IN ANY WAY BY ANYONE Mercedes Benz Canada Inc Equipment Purchase Agreement November 2011 Revision 1 Page 1 OTHER THAN MBC OR ITS AUTHORIZED REPRESENTATIVES THE REPRESENTATIONS AND WARRANTIES OF MBC SET FORTH IN THIS AGREEMENT WITH RESPECT TO THE EQUIPMENT IF ANY ARE IN LIEU OF ALL OTHER REPRESENTATIONS WARRANTIES AND CONDITIONS EXPRESS IMPLIED OR STATUTORY ON BEHALF OF MBC OR ANY OFITS PARENT AFFILIATE AND SUBSIDIARY ENTITIES OR THE EQUIPMENT MANUFACTURER INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE WITH RESPECT TO THE EQUIPMENT AND SAID OTHER REPRESENTATIONS WARRANTIES AND CONDITIONS ARE HEREBY DISCLAIMED 4 Maintenance Customer shall be responsible for acquiring any maintenance or repair for the Equipment Except for the warranty repair work stated in Section 3 of this Agreement MBC shall not supply or make available any maintenance or repair service for the Equipment 5 Payment Unless otherwise agreed in writing payment of the Equipment shall be received by MBC prior to the delivery 6 Taxes Prices are exclusive of all applicable federal provincial municipal or other political subdivision excise sales use property occupational
14. PECIAL INCIDENTAL INDIRECT OR CONSEQUENTIAL DAMAGES OR FOR THE LOSS OF PROFIT REVENUE OR DATA EVEN IF MBC SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE C THE CUSTOMER AGREES THAT MBC WILL NOT HAVE ANY RESPONSIBILITY FOR ANY EQUIPMENT OR SERVICE OR PARTS THEREFOR PROVIDED BY ANY PERSON OR ENTITY THAN MBC 11 Notices Unless otherwise provided in this Agreement any notice required or permitted hereunder to the parties hereto will be deemed to have been duly given if in writing and delivered personally or mailed by First Class Registered or Certified Mail postage prepaid if to Customer addressed to Customer at the address set forth above and if to MBC at the address set forth above or such other address hereinafter specified in writing by MBC or Customer Mercedes Benz Canada Inc Equipment Purchase Agreement November 2011 Revision 1 Page 3 12 Miscellaneous a This Agreement is not assignable by Customer Any such assignment shall be void b This Agreement can only be modified by a written agreement duly signed by persons authorized to sign agreements on behalf of Customer and MBC The parties hereto agree that the terms conditions and prices contained herein will prevail notwithstanding any variations of additional terms on any orders or other notification submitted by the Customer c No failure to exercise and no delay in exercising on the part of either party any right power or
15. chase Agreement PURCHASE AGREEMENT Filling out page one 1 of the PURCHASE AGREEMENT Agreement amp TE EQUIPMENT PURCHASE mese weis RSEN AGREEMENT WHEREAS r Star Dagnis Spem Softwar sub bcersed to pursuart to a License Agrement exscated ously amr ae Equpmerr Please print the date and your company s name where indicated N DOES NOT WHICH TAE BEEN IN ANY WAY BY ANYONE Merat ibu Cwac Inc Potwe parere Nevernber 2011 Revision 1 Pet ase Information for the Independent Service Provider CG Mercedes Benz Filling out the Equipment Purchase Agreement Filling out page four 4 of the Saar e EQUIPMENT PURCHASE AGREEMENT eem erm Print customer name Print your name or mri ego rt MH mies Pc your company name here lt n By Please sign your name here Print name and title Print your name and title here Date Please print the date here Mercedes Benz Canada Inc Leave the area under this heading blank chase Information for the Independent Service Provider A Mercedes Benz Filing out the Star Diagnosis System License Agreement STAR DIAGNOSIS SYSTEM LICENSE AGREEMENT Filling out page one 1 of the LICENSE month having an address at her inafier vendes Camda nc ee wafer MBC address a 98 Vanderhoof Ave Toronto Ontario WHERE
16. e the Software only to Licensee s employees to which knowledge thereof is required to perform service to Mercedes Benz and or smart vehicles Mercedes Benz Canada Inc Star Diagnosis System License Agreement November 2011 Revision 1 Page 1 c refrain from and protect the Software from any reverse engineering decompiling disassembling or otherwise attempting to reconstruct or discover any secure code underlying ideas algorithms file formats or programming interfaces of the Software or allowing any other party to attempt to do the same to the Software or any components thereof d refrain from providing renting selling leasing or otherwise transferring the Software to or granting access to the Software to any third party e refrain from adapting altering modifying translating or creating a derivation work thereof and f refrain from removing obliterating or canceling from view any product identification copyright or other notices from Software 4 This rights and obligations of Licensee and MBC under this Agreement shall commence on the date the Equipment and Software is shipped to Licensee by MBC and continues for three years expiring on the third anniversary of the date the Equipment and Software is shipped to the Licensee the Expiration Date MBC may from time to time during the term of the Agreement offer modifications or enhancements to the Software at additional cost This Agreement shall continue in effect only so
17. eive 1 a letter of confirmation 2 a signed copy of the Equipment Purchase Agreement and 3 a signed copy of the Star Diagnosis System License Agreement for your records Star Diagnosis systems are built to order and build times normally run between 60 90 days Once built Mercedes Benz Canada will receive your shipment form Germany update it with the latest software load the license keys and then ship it to you All purchases are shipped with a user manual ormation for the Independent Service Provider CG Mercedes Benz Ordering Process When you receive your Star Diagnosis system you ll then receive mailing software updates for a three year period Diagnostic DAS software updates are shipped every second month Jan Mar May July Sept and Nov WIS updates are shipped every month except December After the three year period expires you can renew your software subscription as indicated in the Star Diagnosis System License Agreement if you choose However if you choose not to re subscribe to the software the DAS will expire within 90 days of the last installation ormation for the Independent Service Provider CG Mercedes Benz ooftware Updates As explained in the previous slide diagnostic software will expire after 90 days of being installed Should you decide you no longer wish to subscribe to further software updates let MBC know within 90 days of your subscription expiring and we can order
18. ly single price by quantity 6511 7220 13 Star Diagnosis Compact 38 580 00 6511 7270 13 Star Diagnosis Compact MT 47 210 00 GST Select language version O English PST O French Total e Each STAR DIAGNOSIS Compact or Compact MT order includes a one time WIS license fee The order also includes software updates of DAS and WIS for a three year period e The software update subscription must be renewed prior to receiving the last update of the three year period in order for the software update service to continue without interruption The current yearly fee for the subsequent year s for the software update subscription is 6 670 00 Cdn for the Compact Fee may be subject to change without notice Please PRINT clearly and neatly the needed information on this form Signature Date EQUIPMENT PURCHASE AGREEMENT THIS EQUIPMENT PURCHASE AGREEMENT hereinafter Agreement is made and entered into this day of 20 by and between having an address at hereinafter Customer and Mercedes Benz Canada Inc hereinafter having an address at 98 Vanderhoof Ave Toronto Ontario MAG 4C9 WHEREAS MBC has obtained an interest in certain compact diagnostic equipment to be used in connection with the service and repair of Mercedes Benz and or smart vehicles which diagnostic equipment is more specifically described in Attachment A hereto hereinafter Equipment WHEREAS the Star Diagnosis Sy
19. nt Purchase Agreement November 2011 Revision 1 Page 2 9 Termination MBC shall have the right at its sole option to terminate this Agreement in the event of the occurrence of any one of the following is not remedied within thirty 30 days of receipt by the customer of notice thereof a Customer has not made financial arrangements for the purchase of the Equipment satisfactory to MBC b Customer neglects or fails to perform or observe any of its obligations hereunder Or c If any assignment is made of Customer s business for the benefit of creditors a petition in bankruptcy is filed by or against Customer a receiver trustee in bankruptcy of similar officer is appointed to take charge of all or part of its property if Customer is adjudicated a bankrupt or if the Customer seeks protection under the Companies Creditors Arrangement Act R S 1985 c C 36 10 Limitation of Remedies A THE SOLE REMEDIES FOR BREACH OF ANY AND ALL WARRANTIES AND THE SOLE REMEDIES TO CUSTOMER FOR MBC S LIABILITY OF ANY KIND WITH RESPECT TO THE EQUIPMENT PROVIDED HEREUNDER AND ANY OTHER PERFORMANCE BY MBC UNDER OR PURSUANT TO THIS AGREEMENT SHALL BE LIMITED TO THE REMEDIES PROVIDED IN SECTION 3 OF THIS AGREEMENT IN NO EVENT SHALL MBC S LIABILITY TO THE CUSTOMER FOR DAMAGES OF ANY NATURE EXCEED THE TOTAL PURCHASE PRICE FOR THE EQUIPMENT IF THE LIABILITY RESULTS THEREFROM B THE CUSTOMER AGREES THAT MBC SHALL NOT BE LIABLE FOR ANY S
20. set DAS HHT WIN DVD Complete cabling between vehicle and hardware components for passenger cars Operating system Windows XP License for DAS HHT WIN DAS HHT WIN software maintenance DAS HHT WIN data updates License for WIS WIS software maintenance WIS data updates Star Utilities ATTACHMENT B Revision 1 Nov 2011 EQUIPMENT PURCHASED In accordance with the terms and conditions of the attached Equipment Purchase Agreement Customer hereby purchases from MBC the following equipment EQUIPMENT ORDER DATE OF DELIVERY 1 Star Diagnosis Compact O Compact MT O STAR DIAGNOSIS SYSTEM LICENSE AGREEMENT THIS AGREEMENT made as of month day 20 year by and between having an address at hereinafter Licensee and Mercedes Benz Canada Inc hereinafter MBC having an address at 98 Vanderhoof Ave Toronto Ontario MAG 4C9 WHEREAS MBC is a sub licensee of Daimler Aktiengesellschaft DAG with respect to certain proprietary computer software programs and concomitant documentation and subsequent amendments thereto and all other rights to the programs and documentation of DAG with respect to a diagnostics system for Mercedes Benz and or smart vehicles entitled the Star Diagnosis System hereinafter Software which is resident on compact diagnostic equipment the Equipment sold by MBC to Licensee pursuant to the terms of a separate Equipment Purchase Agreement and WHEREAS
21. stem Software sub licensed to Customer by MBC pursuant to a License Agreement executed simultaneously herewith is resident on the Equipment WHEREAS Customer wishes to purchase the specific Equipment listed on Attachment B hereto for use in connection with its providing vehicle diagnostics in connection with its Mercedes Benz and or smart vehicle related business THEREFORE the parties hereto agree as follows 1 Equipment amp Price MBC hereby agrees to sell and Customer hereby agrees to purchase the Equipment identified on Attachment B The purchase price for the Equipment shall be the per unit amounts set forth on the Star Diagnosis Hardware Order Form Aftermarket Customers for the Equipment to be purchased 2 Installation The Customer shall be solely responsible for specifying the location where the Equipment is to be placed placing the Equipment and installing the Equipment in accordance with the instructions provided by the manufacturer of the Equipment 3 Warranties MBC WARRANTS THAT THE EQUIPMENT EXCLUDING CABLES AND BATTERIES SHALL BE FREE FROM SUBSTANTIAL DEFECT IN MATERIAL OR WORKMANSHIP UNDER NORMAL USE AND SERVICE FOR THREE 3 YEARS HEREINAFTER WARRANTY PERIOD MBC WILL REPAIR OR REPLACE IN ITS DISCRETION ANY EQUIPMENT WHICH PROVES TO BE DEFECTIVE IN MATERIAL OR WORKMANSHIP DURING THE WARRANTY PERIOD WITHOUT CHARGE THE FOREGOING NOTWITHSTANDING THIS WARRANTY DOES NOT COVER 1 REPAIRS OF REPLACEMENTS C
22. t in payment of applicable fees as required in Paragraph 6 hereof MBC will maintain the Software to operate as specified in this Agreement supply updated user guides and any improvements or modifications to the Software which are not charged for as options and which are made generally available to all of MBC s licenses Licensee hereby acknowledges and agrees that it shall not by virtue of this Agreement or otherwise have title to the Software and documentation with respect thereto said Software shall not be assigned sub leased sub licensed rented offered for sale sold or disposed of by Licensee in any manner whatsoever or otherwise be given access to unauthorized third parties The terms and conditions stated herein shall constitute the complete and entire statement of the terms hereof and shall supersede all prior oral and written statements of any kind whatsoever made by the parties or their representatives No statement in writing subsequent to the date hereof purporting to modify or add to the terms and conditions hereof shall be binding unless consented to in writing signed by a duly representatives of Licensee and issued by MBC No waiver of any breach of any provision of this Agreement shall constitute a waiver of a prior concurrent or subsequent breach of the same or any other provision hereof and no waiver shall be effective unless made in writing and signed by an authorized representative In the event that any provision of this
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