Compu-Crane 4.4.

2 Software License Agreement

THIS LICENSE AGREEMENT CONSTITUTES A CONTRACT BETWEEN YOU AND MANITOWOC CRANE GROUP,
CONSISTING OF MANITOWOC CRANES, INC., A WISCONSIN CORPORATION, AND GROVE U.S. LLC, A DELAWARE
LIMITED LIABILITY COMPANY ('MCG'). FOR CERTAIN SOFTWARE DISTRIBUTED BY MCG AND CONTAINING
CERTAIN SOFTWARE OWNED BY MCG. READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. IF
YOU DO NOT AGREE WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, RETURN THE COPY OF THE
SOFTWARE WHICH HAS BEEN DELIVERED TO YOU BY MCG FOR A FULL REFUND OF ANY AMOUNTS PAID BY
YOU FOR THE SOFTWARE (YOUR SHIPPING COSTS WILL NOT BE REFUNDED). IF YOU DO NOT AGREE TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE, COPY, TRANSFER, OR OTHERWISE
EXPLOIT THE SOFTWARE.
DEFINITIONS. As used in this Agreement, 'You' and 'Your' refers to any person or entity acquiring or using the
software under the terms of this Agreement.
LICENSE. MCG grants to You a nonexclusive, nontransferable license to use the software with a single crane or
a computer authorized by MCG. You may not remove the software from the crane or equipment provided or
authorized by MCG. You may use any documentation provided for the software with the crane and make
reasonable copies thereof to support the users of such crane provided that You shall only make exact copies of
the documentation as originally provided and that You shall ensure that each copy contains all titles,
trademarks, and copyright and restricted rights notices as in the original.
LICENSE RESTRICTIONS. You may not (i), except as may be allowed by law, reverse engineer, disassemble,
decompile, or otherwise attempt to derive the source code of the software; (ii) use the software or
documentation to provide services to others; (iii) train persons other than users of the crane; or (iv) use or
copy the software or documentation in any manner that is inconsistent with the terms of this Agreement.
PROPRIETARY RIGHTS. The software and documentation are the intellectual property of MCG and are
protected by United States copyright and intellectual property laws, international treaty provisions, and
applicable laws of the country in which it is being used. You agree to protect all copyright and other
ownership interests of MCG in the software supplied under this Agreement. MCG retains title and ownership
of the software and all subsequent copies, regardless of the form or media in or on which the copies may
exist.
CONFIDENTIALITY. The software and its contents constitute valuable trade secrets of MCG that require
protection against unauthorized use, reproduction, distribution, and disclosure. You agree to maintain and
protect the software's confidentiality and not to reproduce, distribute, or disclose, the software or its contents
to third parties.
RESTRICTIONS ON DISCLOSURE. You shall not use, or permit others to use, directly or indirectly, the software
in any way not expressly permitted by this Agreement. You shall not use or disclose or permit others to use or
disclose any proprietary and/or confidential information of MCG relating to the software or otherwise
acquired under or in connection with this Agreement, except if such information is rightfully part of the public
domain, and except to the extent necessary to exercise the rights granted under this Agreement. Except as
provided for in the above section entitled 'License,' You shall not make any copies of the software or copy or
otherwise reproduce all or any portion of any documentation supplied with the software.
TERM AND TERMINATION. This Agreement is effective for a period of fifty (50) years from the date you
receive the software. However, MCG has the right to terminate this Agreement immediately, without judicial
intervention, if You fail to comply with any term of this Agreement. Upon termination of this Agreement for
any reason, You shall immediately cease using the software, and You shall (i) remove any copies of the
software from crane memory or other storage in Your crane's computer system; (ii) return all copies of the
software and any documentation to MCG; and (iii), at MCG's request, provide MCG with certification from a
principal officer of Your organization that You have complied in full with this Section.
WARRANTY: MCG warrants that the software shall perform in all material respects the functions described in
the Documentation when operated on a supported platform. The software and documentation are provided
to You 'AS IS' without any warranties whatsoever and MCG HEREBY DISCLAIMS ALL WARRANTIES, WHETHER
EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
LIMITATION OF LIABILITY. IN NO EVENT SHALL MCG BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, DATA, OR
USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY
OR OTHERWISE EVEN IF MCG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MCG'S AND MCG'S
AGGREGATE AND CUMULATIVE LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE
AMOUNT OF FEES PAID BY YOU UNDER THIS AGREEMENT.
GENERAL. You acknowledge that You have read this License Agreement, understand it, and that it is the
complete and exclusive statement of Your agreement with MCG, which supersedes any prior agreement, oral
or written, between MCG and You with respect to the software. No variation of the terms of this Agreement
will be enforceable against MCG unless MCG gives express consent of the same, in a duly signed writing. This
Agreement shall be governed by the laws of the State of Wisconsin. The provisions of the Uniform Computer
Information Transactions Act ('UCITA') shall not apply to this Agreement. In any legal action relating to this
Agreement, the parties agree that they shall be subject to the exercise of jurisdiction by any state or federal
court sitting in Manitowoc County, Wisconsin.