>DBCONNECT SOLUTIONS INC. SOFTWARE LICENSE AGREEMENT

IMPORTANT: BY USING NIGHTOWL™ HEALTH CHECK FOR ORACLE JDE, YOU ARE AGREEING TO BE BOUND BY THE FOLLOWING DBCONNECT SOLUTIONS INC. AND THIRD PARTY TERMS:

A. COPYRIGHT NOTICE
B. DBCONNECT SOLUTIONS INC. SOFTWARE LICENSE AGREEMENT
C. NOTICES FROM DBCONNECT SOLUTIONS INC.
D. ORACLE TERMS AND CONDITIONS

A. COPYRIGHT NOTICE

© 1997-2012 DBConnect Solutions, Inc., Fort Wayne, IN (877) 325-9985. All Rights Reserved. NightOwl™ and the NightOwl logo are trademarks of DBConnect Solutions, Inc. Oracle and Java are registered trademarks of Oracle and/or its affiliates. Other names may be trademarks of their respective owners.

B. DBCONNECT SOLUTIONS INC. SOFTWARE LICENSE AGREEMENT

Single Use License

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE USING OR DOWNLOADING THE DBCONNECT SOLUTIONS INC. SOFTWARE OR SOFTWARE UPDATE ACCOMPANYING THIS LICENSE. BY USING OR DOWNLOADING A SOFTWARE UPDATE, AS APPLICABLE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE SOFTWARE OR DOWNLOAD THE SOFTWARE UPDATE. FOR DBCONNECT SOLUTIONS INC. SOFTWARE PURCHASERS, IF YOU DO NOT AGREE TO THE TERMS OF THE LICENSE, YOU MAY RETURN THE SOFTWARE WITHIN THE RETURN PERIOD TO DBCONNECT SOLUTIONS INC. OR AUTHORIZED DISTRIBUTOR WHERE YOU OBTAINED IT FOR A REFUND, SUBJECT TO DBCONNECT SOLUTIONS INC. RETURN POLICY.

1. General.

(a) The software, documentation, content, fonts, artwork and any data that came with your DBConnect Solutions Inc. Software, as may be updated or replaced by feature enhancements, software updates or system restore software provided by DBConnect Solutions Inc., whether in read only memory, on any other media or in any other form (the Original Software and Software Updates are collectively referred to as the “Software") are licensed, not sold, to you by DBCONNECT SOLUTIONS INC. for use only under the terms of this License. DBCONNECT SOLUTIONS INC. and its licensors retain ownership of the Software itself and reserve all rights not expressly granted to you.

(b) DBCONNECT SOLUTIONS INC., at its discretion, may make available future Software Updates for your systems. The Software Updates, if any, may not necessarily include all existing software features or new features that DBCONNECT SOLUTIONS INC. releases for newer or other customer systems. The terms of this License will govern any Software Updates provided by DBCONNECT SOLUTIONS INC. that replace and/or supplement the Original Software product, unless such Software Update is accompanied by a separate license in which case the terms of that license will govern.

2. Permitted License Uses and Restrictions.

(a) Subject to the terms and conditions of this License, you are granted a limited non-exclusive license to use the Software on a single CPU Device. Except as permitted in Section 2(b) below, and unless as provided in a separate agreement between you and DBCONNECT SOLUTIONS INC., this License does not allow the Software to exist on more than one CPU Device at a time, and you may not distribute or make the Software available over a network where it could be used by multiple devices at the same time. This License does not grant you any rights to use DBCONNECT SOLUTIONS INC. proprietary interfaces and other intellectual property in the design, development, manufacture, licensing or distribution of third party devices and accessories, or third party software applications, for use with CPU Devices. Some of those rights are available under separate licenses from DBCONNECT SOLUTIONS INC. For more information on developing third party devices and accessories for CPU Devices, please email productdevelopment@DBCONNECT.com for more information on developing software applications for CPU Devices.

(b) Subject to the terms and conditions of this License, you are granted a limited non-exclusive license to download Software Updates that may be made available by DBCONNECT SOLUTIONS INC. for your CPU Device to update or restore the software on any such CPU Device that you own or control. This License does not allow you to update or restore any CPU Device that you do not control or own, and you may not distribute or make the Software Updates available over a network where they could be used by multiple devices or multiple computers at the same time. If you download a Software Update to your computer, you may make one copy of the Software Updates stored on your computer in machine-readable form for backup purposes only, provided that the backup copy must include all copyright or other proprietary notices contained on the original.

(c) You may not and you agree not to, or to enable others to, copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Software or any services provided by the Software, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by licensing terms governing use of open-sourced components included with the Software). Any attempt to do so is a violation of the rights of DBCONNECT SOLUTIONS INC. and its licensors of the Software.

(d) By storing data on your CPU Device you are making a digital copy. In some jurisdictions, it is unlawful to make digital copies without prior permission from the rights holder. The Software may be used to reproduce materials so long as such use is limited to reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce.

(e) You agree to use the Software and the Services (as defined in Section 5 below) in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you download or use the Software and Services.

(f) Use of and access to certain features of the Software and certain Services (as defined in Section 5) may require you to apply for a unique user name and password combination, known as a DBCONNECT SOLUTIONS INC. ID. In addition, you acknowledge that many features and Services of the Software transmit data and could impact network data transmissions, and that you are responsible for any such charges. For more information, please consult the User Guide for your CPU Device.

3. Transfer.

You may not rent, lease, lend, sell, redistribute, or sublicense the Software. You may, however, make a one-time permanent transfer of all of your license rights to the Software to another party in connection with the transfer of ownership of your CPU Device, provided that:

(a) The transfer must include your CPU Device and all of the Software, including all its component parts, original media, printed materials and this License;

(b) You do not retain any copies of the Software, full or partial, including copies stored on a computer or other storage device; and

(c) The party receiving the Software reads and agrees to accept the terms and conditions of this License.

4. Consent to Use of Data.

(a) Diagnostic and Usage Data. If you opt in to diagnostic and usage collection, you agree that DBCONNECT SOLUTIONS INC. and its subsidiaries and agents may collect, maintain, process and use diagnostic, technical, usage and related information, including but not limited to information about your CPU Device, computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Software, and to verify compliance with the terms of this License. DBCONNECT SOLUTIONS INC. may use this information to provide and improve DBCONNECT SOLUTIONS INC.’s products and services. If you have opted in and have Location Services turned on, the location of your device may also be sent to help

DBCONNECT SOLUTIONS INC. analyze network performance issues. To enable DBCONNECT SOLUTIONS INC.’s partners and third party developers to improve their software, hardware and services designed for use with DBCONNECT SOLUTIONS INC. products, DBCONNECT SOLUTIONS INC. may also provide any such partner or third party developer with a subset of diagnostic information that is relevant to that partner’s or developer’s software, hardware and/or services.

5. Services and Third Party Materials.

(a) The Software enables access to DBCONNECT SOLUTIONS INC.'s NightOwl ™ Health Check for Oracle JDE and other DBCONNECT SOLUTIONS INC. and third party services (collectively and individually, "Services"). Such Services may be available only as part of a separate managed services contract. Use of these Services requires Internet access and use of certain Services may require a DBCONNECT SOLUTIONS INC. ID, may require you to accept additional terms and may be subject to additional fees. By using this software in connection with a DBCONNECT SOLUTIONS INC. ID, you agree to the NightOwl ™ Health Check for Oracle JDE applicable terms for managed services for that ID/account, which are specified under the Terms and Conditions of the applicable managed services contract.

(b) If you sign up for NightOwl ™ Managed Services which may be accessed directly from the Software, you acknowledge and agree that your use of NightOwl ™ and these features is subject to the latest terms and conditions of the NightOwl ™ service.

(c) You understand that by using any of the Services, you agree to use the Services at your sole risk and that DBCONNECT SOLUTIONS INC. shall have no liability to you for content that may be found to be defective.

(d) Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, you acknowledge and agree that DBCONNECT SOLUTIONS INC. is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. DBCONNECT SOLUTIONS INC., its officers, affiliates and subsidiaries do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you.

(e) You agree that the Services contain proprietary content, information and material that is owned by DBCONNECT SOLUTIONS INC. and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for permitted use of the Services or in any manner that is inconsistent with the terms of this License or that infringes any intellectual property rights of a third party or DBCONNECT SOLUTIONS INC. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, using the Services to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that DBCONNECT SOLUTIONS INC. is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using any of the Services.

(f) In addition, Services and Third Party Materials that may be accessed from, displayed on or linked to from the CPU Device are not available in all languages or in all countries or regions. DBCONNECT SOLUTIONS INC. makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent you choose to use or access such Services and Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. DBCONNECT SOLUTIONS INC. and its licensors reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will DBCONNECT SOLUTIONS INC. be liable for the removal of or disabling of access to any such Services. DBCONNECT SOLUTIONS INC. may also impose limits on the use of or access to certain Services, in any case and without notice or liability.

6. Termination. This License is effective until terminated. Your rights under this License will terminate automatically or otherwise cease to be effective without notice from DBCONNECT SOLUTIONS INC. if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the Software. Sections 4, 5, 6, 7, 8, 9, 12 and 13 of this License shall survive any such termination.

7. Disclaimer of Warranties.

7.1 YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE SOFTWARE AND SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.

7.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND SERVICES PROVIDED BY THE SOFTWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND DBCONNECT SOLUTIONS INC. AND DBCONNECT SOLUTIONS INC.'S LICENSORS (COLLECTIVELY REFERRED TO AS "DBCONNECT SOLUTIONS INC." FOR THE PURPOSES OF SECTIONS 7 AND 8) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

7.3 DBCONNECT SOLUTIONS INC. DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED BY THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICE WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED, OR THAT THE SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. INSTALLATION OF THIS SOFTWARE MAY AFFECT THE USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES.

7.4 YOU FURTHER ACKNOWLEDGE THAT THE SOFTWARE AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS.

7.5 NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DBCONNECT SOLUTIONS INC. OR A DBCONNECT SOLUTIONS INC. AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

8. Limitation of Liability.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL DBCONNECT SOLUTIONS INC. BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE AND SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF DBCONNECT SOLUTIONS INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall DBCONNECT SOLUTIONS INC.'s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of two hundred and fifty dollars (U.S.$250.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

9. Digital Certificates. The SOFTWARE may contain functionality that allows it to accept digital certificates either issued from DBCONNECT SOLUTIONS INC. or from third parties. YOU ARE SOLELY RESPONSIBLE FOR DECIDING WHETHER OR NOT TO RELY ON A CERTIFICATE WHETHER ISSUED BY DBCONNECT SOLUTIONS INC. OR A THIRD PARTY. YOUR USE OF DIGITAL CERTIFICATES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DBCONNECT SOLUTIONS INC. MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ACCURACY, SECURITY, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO DIGITAL CERTIFICATES.

10. Export Control. You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction(s) in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported

(a) Into any U.S. embargoed countries or

(b) To anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Software for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

11. Government End Users. The Software and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users

(a) Only as Commercial Items and

(b) With only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

12. Controlling Law and Severability. This License will be governed by and construed in accordance with the laws of the State of Indiana. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

13. Complete Agreement; Governing Language. This License constitutes the entire agreement between you and DBCONNECT SOLUTIONS INC. relating to the Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by DBCONNECT SOLUTIONS INC. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern, to the extent not prohibited by local law in your jurisdiction.

14. Third Party Acknowledgements. Portions of the Software may utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the electronic documentation for the Software, and your use of such material is governed by their respective terms.

C. NOTICES FROM DBCONNECT SOLUTIONS INC.

If DBCONNECT SOLUTIONS INC. needs to contact you about your product or account, you consent to receive the notices by email. You agree that any such notices that we send you electronically will satisfy any legal communication requirements.

D. ORACLE TERMS AND CONDITIONS

Oracle and Java are registered trademarks of Oracle and/or its affiliates. Other names may be trademarks of their respective owners.

Relevant Oracle Corporation legal notices may be inspected at: http://www.oracle.com/us/legal/index.html