MATRIX Limited Warranty Note
1IMC International Metalworking Companies B.V.
with its registered address at Postbus 198, 2800
AD Gouda, Netherlands operating through its
Commodity & Tool Management Services Division(CTMS), warrants this automatic dispensing machine
known as MATRIX™ (“Product”) to be free of
defects in material and workmanship for a period of
12 months commencing from the date of delivery of
the Product (“Limited Warranty”).

6Any and all repairs shall be carried out at thepremises of CTMS and/or its local authorized agent.
Customer’s exclusive remedy under this LimitedWarranty and/or under the contract of sale or leaseor license, is limited to repair or replacement of thedefect covered by this Limited Warranty and not toany other remedy, whether pecuniary or other.

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CTMS, will, at its option, repair or replace thisProduct at no additional charge to the Customer;
provided that the defect is within the scope of
this Limited Warranty. Replacement parts will befurnished on an exchange basis and will be either
reconditioned or new. All replaced parts become theproperty of CTMS.

8In no event will CTMS be liable for any damages,
including lost profits, lost business, lost savings,downtime, or delay, labor, repair or material cost,
injury to person or property, or other incidental
or consequential damages arising out of the use,
misuse or inability to use the Product, even if CTMS
has been advised of the possibility of such damages
or losses, or for any claim by any other party.

9This Limited Warranty is the only warranty offeredby CTMS and is in lieu of any implied warranties,
including implied warranty of merchantability andfitness for a particular purpose. CTMS reserves theright to waive its warranty policy if the Customer
fails to pay for the Product in full and/or on a timely
basis as set out on the face of the sale, license,
lease or service invoices issued by CTMS or its local
authorized agent to Customer from time to time.

During the Limited Warranty, CTMS will at its option,
repair or replace defects in the Product or its
components at no additional charge to the original
buyer of the Product (“Customer”) except as statedbelow.
2 This Limited Warranty does not include:• Damage to Product resulting from accident ordisaster, misuse, or abuse, modification or alteration,and attempted unauthorized repairs; or• Shipping charges related to the return of defective
parts to CTMS or its local authorized agent or thevendor of the Product; or• Shipments lost or damaged in transit after the dateof delivery of the product where the Product or its
components are not shipped in original packaging orpackaging deemed equivalent by CTMS; or• Costs to CTMS or its local authorized agent toservice or repair the product on site at the Customer.
3Limited Warranty service may be obtained byreturning the defective Product or component
during the Limited Warranty period to CTMS or its
local authorized agent with proof of purchase anddate of delivery. CTMS recommends the Customer
first utilize support from CTMS by E-mail and/or
telephone support before returning the Product toCTMS.

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In case of a request by Customer to exercise
Customer’s right under this Limited Warranty, theCustomer shall, at his own and exclusive expense,
place the Product at CTMS’s local authorized vendor
premises for inspection, and repair or replacement
if necessary. Customer shall bear and pay for all
costs relating to transportation of the Product fromCustomer’s premises to CTMS’s local authorized
agent’s premises and back to Customer’s premises
once inspection and where required repair orreplacement have been performed by CTMS.

5CTMS retains the right to examine and inspect theProduct once received from the Customer in order todetermine, inter alia, the cause of the problem, andwhether this Limited Warranty applies.

10 All terms and conditions of this Limited Warrantyand Limitation of Liability are subject to therelevant law applicable in the country where theProduct was purchased. If any provision hereofis declared by an authorized jurisdiction body to
be invalid or unenforceable for any reason under
the applicable law, then such provision shall bereformed to the extent necessary to make it valid
and enforceable under that law. Every provision
hereinabove is intended to be severable and, if any
term or provision hereof is determined to be illegal,
invalid or unenforceable for any reason whatsoever
and cannot be reformed so as to be legal, valid
and enforceable, such provision shall be deemed
severed herefrom and the illegality, invalidity or
unenforceability of such provision shall not affect thelegality, validity and enforceability of the remainder ofthis Limited Warranty.

MATRIX-TM SOFTWARE LICENSE AGREEMENT
This Software License Agreement (the“Agreement”) is a legal agreement between
you (either an individual or a legal entity) (the“Licensee”) and IMC B.V. located at Zwolleweg
6, 2803 PS, Gouda, The Netherlands and/or its
affiliates and/or parties authorized in writing byIMC (the “Licensor” or “IMC”) regarding your useof the Licensor’s software known as MATRIX TM incorporating two modules, i.e. MATRIX-TM
TOUCH and MATRIX - TM MANAGE and which
include certain written User Documentation (The“Documentation”) (together, the “Software”).
BEFORE YOU CLICK ON THE “I ACCEPTAND AGREE” BUTTON AT THE END OF
THIS DOCUMENT OR BEGIN USING THISSOFTWARE, CAREFULLY READ THE TERMS
AND CONDITIONS OF THIS AGREEMENT. BY
CLICKING ON THE “I ACCEPT AND AGREE”
BUTTON OR BY INSTALLING, OR OTHERWISE
USING THE SOFTWARE, YOU ARE AGREEINGTO BE BOUND BY AND ARE BECOMING A
PARTY TO THIS AGREEMENT. IF YOU DO
NOT AGREE TO ALL OF THE TERMS OF THISAGREEMENT, CLICK THE “DECLINE” BUTTONAND THE SOFTWARE WILL NOT BE INSTALLEDON YOUR COMPUTER. IF YOU DO NOT INSTALL
THIS SOFTWARE PLEASE DESTROY OR DELETE
ALL COPIES IN YOUR POSSESSION.
RECITALSA IMC is the sole and exclusive owner of theSoftware.
B IMC desires to grant to Licensee and Licensee
desires to obtain from IMC a non-exclusive andnon-transferable license to use the Software tooperate a Matrix Tool Dispenser (“Matrix”) or any
other cabinets or devices approved in writing by
IMC for use with the Software, all in accordancewith the terms and on the conditions set forth in
this Agreement.
NOW, THEREFORE, the parties hereto agree asfollows:
1 GRANT OF RIGHTS
The License granted for Software under thisAgreement authorizes Licensee on a non-exclusive
and non-transferable basis to use the Software tooperate a Matrix Touch or Pod unit and to install,
access and use the Matrix–TM Manage Modulefrom up to two (2) PC workstations from within

the network system to which Matrix is connected.
Additional Licenses permitting the installation ofthe MATRIX-TM Manage module on more than
two PC work stations are subject to specificwritten agreement.
2 DELIVERY
IMC shall deliver to Licensee a copy of theSoftware and Documentation licensed hereunderin electronic form.
3 COPIES
3.1 Printed Matter. Except as specifically set forth
herein, no Software or Documentation which isprovided by IMC pursuant to this Agreement, shallbe copied in whole or in part by Licensee without
IMC’s prior written agreement. Additional copies ofprinted materials may be obtained from IMC at thecharges then in effect.
3.2 Machine Readable Matter. Except as specificallyset forth herein, no Software provided by IMC
pursuant to this Agreement, shall be copied inwhole or in part by Licensee without IMC’s priorwritten agreement.
3.3 You may not rent, lease, sublicense, sell, assign,loan, transfer or otherwise distribute the Softwareor any of your rights and obligations under thisAgreement. You may not reverse engineer,
decompile, or disassemble the Software, except
to the extent applicable law expressly prohibits
the foregoing restriction. You may not remove ordestroy any copyright notices or other proprietarymarkings. You may not modify or adapt theSoftware, merge the Software into anotherprogram or create derivative works based on theSoftware. You may not print copies of any user
documentation provided in “online” or electronicform.
4 LICENSE FEES AND PAYMENT
4.1 License Fee. In consideration of the license rights
granted in Article 1 above, Licensee shall pay theLicense Fees or other consideration for Matrix andthe Software as agreed with IMC or its authorized
partners and affiliates.
4.2 Taxes and Other Charges. Licensee shall be
responsible for paying all sales, use, excise, valueadded, or other tax or governmental charges
imposed on the licensing or use of the.
5 PROTECTION OF SOFTWARE
5.1 Proprietary Notices. Licensee agrees to respect

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MATRIX-TM SOFTWARE LICENSE AGREEMENT
and not to remove, obliterate, or cancel from view
any copyright, trademark, confidentiality or otherproprietary notice, mark, or legend appearing on
any of the Software or output generated by theSoftware, and to reproduce and include same oneach copy of the Software.
5.2 No Reverse Engineering. Licensee agrees notto modify, reverse engineer, disassemble, ordecompile the Software, or any portion thereof.
5.3 Ownership. Licensee further acknowledges that
all copies of the Software in any form provided by
IMC are the sole property of IMC. Licensee shallnot have any right, title, or interest to any such
Software or copies thereof except as provided
in this Agreement, and further shall secure andprotect all Software and Documentation consistent
with maintenance of IMC’s proprietary rights
therein.
5.4 Error Corrections and Updates. During the termof this Agreement IMC may provide Licensee
with error corrections, bug fixes, patches or otherupdates to the software all of which are and will be
the sole property of IMC.
6 CONFIDENTIALITY
6.1 Acknowledgement. Licensee hereby
acknowledges and agrees that the Software andDocumentation constitute and contain valuable
proprietary products and trade secrets of IMC,
embodying substantial creative efforts andconfidential information, ideas, and expressions.
Accordingly, Licensee agrees to treat (and takeprecautions to ensure that its employees treat) theSoftware and Documentation as confidential inaccordance with the confidentiality requirements
and conditions set forth below.
6.2 Maintenance of Confidential Information. Licensee
agrees to keep confidential all confidential
information in accordance herewith, and to protect
the confidentiality thereof in the same manner it
protects the confidentiality of similar informationand data of its own (at all times exercising at leasta reasonable degree of care in the protection ofconfidential information); provided, however, thatneither party shall have any such obligation withrespect to use of disclosure to others not parties
to this Agreement of such confidential informationas can be established to: (a) have been known
publicly; (b) have been known generally in theindustry before communication by the disclosing
party to the recipient; (c) have become know
publicly, without fault on the part of the recipient,subsequent to disclosure by the disclosing party;(d) have been known otherwise by the recipient
before communication by the disclosing party; or(e) have been received by the recipient without
any obligation of confidentiality from a source(other than the disclosing party) lawfully having
possession of such information.
6.3 Injunctive Relief. Licensee acknowledges that theunauthorized use, transfer or disclosure of theSoftware or copies thereof will (i) substantiallydiminish the value to IMC of the trade secrets andother proprietary interests that are the subject of
this Agreement; (ii) render IMC’s remedy at lawfor such unauthorized use, disclosure or transfer
inadequate; and (iii) cause irreparable injury ina short period of time. If Licensee breaches
any of its obligations with respect to the use orconfidentiality of the Software or Documentation,
IMC shall be entitled to equitable relief to protect
its interests therein, including, but not limited to,preliminary and permanent injunctive relief.
6.4 Survival. Licensee’s obligations under this Article
6 will survive the termination of this Agreement orof any license granted under this Agreement for
whatever reason.
7 NO WARRANTIESNo Warranty. The software and any other materials
accessible hereunder are provided to you onan “as is” basis. You assume all responsibilities
for selection of the software to achieve yourintended results, and for the installation of, useof, and results obtained from the software. To
the maximum extent permitted by applicable law,licensor disclaims all warranties, either express
or implied, including but not limited to implied
warranties of merchantability, quality, accuracy
and fitness for licensee’s purpose with respect tothe software and the code. There is no warranty
against interference with the enjoyment of thesoftware, or against infringement. There is nowarranty that the software, or our efforts will fulfill
any of your particular purposes or needs.
8 LIMITATION OF LIABILITY
Under no circumstances will Licensor be liable
for any consequential, special, indirect, incidental
or punitive damages whatsoever (including,without limitation, damages for loss of businessprofits, consequential damages for personal injury
business interruption, loss of business information,
loss of data or other such pecuniary loss) arising

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MATRIX-TM SOFTWARE LICENSE AGREEMENT
out of the use or inability to use the Software,even if Licensor has been advised of the possibilityof such damages. In no event shall Licensor’s
aggregate liability for damages arising out of thisagreement exceed the fees paid by Licensee forSoftware.
9 DEFAULT AND TERMINATION
9.1 Events of Default. This Agreement may beterminated by the non defaulting party if any of
the following events of default occur: (1) if a party
materially fails to perform or comply with thisAgreement or any provision hereof; (2) if either
party fails to strictly comply with the provisions ofSection 6 (Confidentiality) or makes an assignment
in violation of Section 11 (Non-assignability).
9.2 Effective Date of Termination. Termination due
to a material breach of Articles 1 (Grant ofRights), 3 (Copies), 5 (Protection of Software), or6 (Confidentiality) shall be effective on giving ofwritten notice. In all other cases, termination shallbe effective thirty (30) days after giving a notice oftermination to the defaulting party if the defaults
have not been cured within such thirty (30) dayperiod.
9.3 Obligations on Termination. Within ten (10) days
after termination of this Agreement, Licensee
shall cease and desist all use of the Software andDocumentation and shall return to IMC all full or
partial copies of the Software and Documentationin Licensee’s possession or under its control.

dispute in connection with any action arising under
this Agreement, between Licensee and Licensor,
shall be subject to the jurisdiction of the courts
nearest to the registered offices of the Licensor.
13 SEVERABILITY
If any provision of this Agreement shall be heldby a court of competent jurisdiction to be illegal,
invalid or unenforceable, the remaining provisions
shall remain in full force and effect.
14 MISCELLANEOUS
This Agreement and its exhibits contain theentire understanding and agreement between
the parties respecting the subject matter hereof.
This Agreement may not be supplemented,modified, amended, released or discharged
except by an instrument in writing signed byeach party’s duly authorized representative. All
captions and headings in this Agreement arefor purposes of convenience only and shall notaffect the construction or interpretation of any of
its provisions. Any waiver by either party of any
default or breach hereunder shall not constitutea waiver of any provision of this Agreement or ofany subsequent default or breach of the same or adifferent kind.

10 NOTICESAll notices, authorizations, and requests inconnection with this Agreement shall be deemed
given (i) five days after being deposited in the mail,postage prepaid, certified or registered, return
receipt requested; or (ii) one day after being sentby overnight courier, charges prepaid, with aconfirming fax; and addressed as first set forth
above or to such other address as the party toreceive the notice or request so designates by
written notice to the other.
11 NON-ASSIGNABILITY
Licensee shall not assign this Agreement or its
rights hereunder without the prior written consentof IMC.
12 GOVERNING LAW; JURISDICTION AND VENUE
The laws of the country where MATRIX is sold tothe Licensee shall govern this Agreement. Any

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