DATASPARC INC. SOFTWARE LICENSE AGREEMENT FOR DBHawk(TM)(formerly DBAConnect)

IMPORTANT: THIS SOFTWARE LICENSE AGREEMENT CONSTITUTES A CONTRACTUAL AGREEMENT
BETWEEN YOU AND DATASPARC INC. PLEASE READ THIS SOFTWARE LICENSE
AGREEMENT CAREFULLY.

By installing and/or using the DBHawk, you indicate your acceptance
of the following DATASPARC INC's software license agreement ("Agreement").
If you do not agree to the terms of this agreement, promptly delete the
software from your computer and cease use of the software.

If you have any questions regarding the terms of this agreement,
please send electronic mail to: sales@datasparc.com.

THIS SOFTWARE LICENSE AGREEMENT (the "Agreement") governs your use of
the Software and Documentation (as hereinafter defined), and your
responsibilities as a User (as hereinafter defined).

1. DEFINITIONS.
For purposes of this Agreement, the following terms
shall have the respective meanings set forth below:

"Software" means the object code version of the DATASPARC INC. software
DBHawk for Oracle, and other software components included in
DBHawk for Oracle, as well as any software updates,
add-on components, services, and/or supplements provided subsequent
to the initial copy of the Software, to the extent that such items are
not accompanied by a separate license agreement or terms of use.

"User License" means single license copy of the DBHawk software.

"Confidential Information" means all confidential, proprietary or
secret information of DATASPARC INC, including without limitation the
Software, Documentation, components, parts, drawings, data, sketches,
flow charts, plans, reports, handbooks, programs, data, source code,
object code, screen displays, feedback, evaluation results, evaluation
reports, test results, test reports, reports of errors, problems,
defects or suggestions, specifications, features, techniques,
processes, algorithms, inventions, other information or material,
which is provided or disclosed by DATASPARC INC to User for the
purposes specified in this Agreement, or is derived or produced by
User pursuant to this Agreement, whether such information is disclosed
by DATASPARC INC or User, as the case may be, (a) in writing or other
tangible medium, (b) visually, or (c) orally.

"Documentation" means the user guide(s) and other documentation
delivered by DATASPARC INC in paper or digital form to User with the
Software.

"Fees" means license fees corresponding to the type of User License in
conjuction with which User shall use the Software (as set forth in
DATASPARC INC's price schedule) and support fees.

"User" means you, the entity you represent and your or its
representatives, successors, assigns and affiliates.

2. LICENSE GRANT

2.1 EVALUATION PERIOD.
A temporary evaluation license for the Software is provided for a
period of thirty (30) days ("Evaluation Period"). from the date
of delivery of the Software and is subject to all terms
set forth in this Agreement. A temporary evaluation license is not for
general commercial use and User is not permitted to use the Software
during Evaluation Period for any purpose other than to determine
whether the Software meets User's requirements. To obtain the right to
use the Software for general commercial use and for the period beyond
the Evaluation Period, User must pay an applicable license fee.

2.1 A. TRIAL VERSION TRACKING: During Evaluation Period following
information is recorded into our User Registration Tracking Database:

Computer Name, Computer IP address, Operating System, Start Time,
Java version, User Language and User Time Zone.

Please note that, these information only get recorded for trial license.

By installing and/or using trial version, you agree that
Datasparc Inc, should not be held liable in any manner, if the security
of this information is compromised in any manner. To the extent not
prohibited by law, in no event will Datasparc Inc. be liable for any
lost revenue, profit or data, or for special, indirect, consequential,
incidental or punitive damages, however caused regardless of the
theory of liability, arising if the security of this information is
compromised in any manner, even if Datasparc Inc. has been advised of
the possibility of such damages. Only install this software, if you
agree to have this information recorded by Datasparc Inc.
By installing and/or registering this software, you agree that you
grant Datasparc Inc. your full and unconditional permission to record
above mentioned information.


2.2 SOFTWARE & DOCUMENTATION.
Subject to the terms and conditions contained herein, DATASPARC INC
grants to User, and User accepts, a non-exclusive, nontransferable
right and license (a) to use the Software for User's internal
business purposes only (except in the case of a Service Provider),
and only in conjunction with that number of user Licenses for which
User purchased a corresponding number of Software licenses.

User may not copy the additional copies of the licenses for
additional user Licenses, each subject to the same limitations
as set forth herein, may be purchased from DATASPARC INC at
DATASPARC INC's then current prices.

Except as specifically permitted in this Agreement,
User shall not directly or indirectly
(i) use any Confidential Information to create any software or
documentation that is similar to any of the Software or
Documentation;
(ii) encumber, transfer, rent, lease, time-share or use the
Software in any service bureau arrangement; or
(iii)copy (except for archival purposes), distribute, manufacture,
adapt, create derivative works of, translate, localize, port or
otherwise modify the Software or permit any third party to
engage in any of the acts proscribed in clauses (i) through (iii).

User shall be solely responsible for the implantation, configuration,
and operation of the Software, including but not limited to,
all of the cost and expense in obtaining and preparing the site
and any computer machine for the Software and obtaining Oracle Licenses.
User may not install or use the Software on any computer machine or
other computer system/network environment not configured and conforming
to DATASPARC INC's specifications.

2.3 NUMBER OF SOFTWARE LICENSES.
One Software user license is required for each user connecting to
Oracle database at same time. By way of an example only, if User
purchases ten (10) Software licenses, ten(10) concurrent users may
then use the Software to connect to Oracle database.


3. REVERSE ENGINEERING.
User is not permitted (a) to decompile, disassemble, reverse compile,
reverse assemble, reverse translate or otherwise reverse engineer the
Software, (b) to use any similar means to discover the source code of
the Software or to discover the trade secrets in the Software, or (c)
to otherwise circumvent any technological measure that controls
access to the Software.


4. OWNERSHIP.
The enclosed Software and documentation and all copies thereof are
owned by DATASPARC, INC. and are protected by copyright, trademark
and trade secret laws and international treaty provisions.
THIS SOFTWARE IS LICENSED AND NOT SOLD.


5. UPGRADES.
From time to time Datasparc, Inc. may release new versions of the
Software which contain improvements. If you purchase, receive or
download an upgrade, this Agreement will be extended to include both
the original version of the Software and the new version.


6. DISCLAIMER OF WARRANTY.
THE SOFTWARE IS NOT ERROR-FREE AND IS BEING PROVIDED "AS IS" WITHOUT
WARRANTY OF ANY KIND. DATASPARC INC HEREBY DISCLAIMS ALL WARRANTIES,
WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE
DATASPARC INC SOFTWARE INCLUDING, WITHOUT LIMITATION, ALL IMPLIED
WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR
ANY PARTICULAR PURPOSE AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF
DEALING OR USAGE OF TRADE. DATASPARC INC DOES NOT WARRANT THAT ANY LOST
COMPUTER OR THE DATA STORED THEREON WILL BE RECOVERED BY USE OF THE
SOFTWARE.

7. LIMITATION OF LIABILITY.
DATASPARC INC'S LIABILITY FOR DAMAGES TO USER OR ANY THIRD PARTY FOR ANY
CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, SHALL
NOT EXCEED THE AGGREGATE FEES PAID BY USER FOR THE TWELVE (12) MONTHS
PRIOR TO THE CLAIM. DATASPARC INC SHALL IN NO EVENT BE LIABLE FOR ANY
LOSS OF DATA, PROFITS OR USE OF THE SOFTWARE, OR FOR ANY SPECIAL,
INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF
OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE DATASPARC INC
SOFTWARE OR SERVICE WITHOUT REGARD TO WHETHER DATASPARC INC HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE
INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY
NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

8. COMPLIANCE WITH LAWS.
User is only being granted the rights to use the Software and
Documentation and shall not export or re-export, directly or indirectly
(including via remote access), Software, Documentation or other
information or materials provided by DATASPARC INC hereunder, to any
country for which the United States or any other relevant jurisdiction
requires any export license or other governmental approval at the time
of export without first obtaining such license or approval. It shall be
User's responsibility to comply with the latest United States export
regulations, and User shall defend and indemnify DATASPARC INC from and
against any damages, fines, penalties, assessments, liabilities, costs
and expenses (including reasonable attorneys' fees and court costs)
arising out of any claim that Software, Documentation, or other
information or materials provided by DATASPARC INC hereunder were
exported or otherwise accessed, shipped or transported in violation of
applicable laws and regulations. In the event that
this Agreement is required to be registered with any governmental
authority, User shall cause such registration to be made and shall bear
any expense or tax payable in respect thereof.

9. REDISTRIBUTION
Redistribution of the software, even modified, in any form, is strictly
prohibited.

10. THIRD PARTY SOFTWARE
DBHawk(TM) is trademarks or registered trademarks of DATASPARC,INC.
in the United States. Third party trademarks, trade names, product names
and logos may be the trademarks or registered trademarks of their
respective owners.


11. GENERAL PROVISIONS.

11.1 Publicity. User shall not originate any publicity, news release
or other public announcement relating to the Software, this Agreement,
its terms or the existence of an arrangement between the parties
without the prior written approval of DATASPARC INC, except as otherwise
required by law.

11.2 Waiver. The waiver by either party of a breach or a default of any
provision of this Agreement by the other party shall not be construed
as a waiver of any succeeding breach of the same or any other provision,
nor shall any delay or omission on the part of either party to exercise
or avail itself of any right, power or privilege that it has, or may
have hereunder, operate as a waiver of any right, power or privilege by
such party.

11.3 No Agency; Independent Contractors. Nothing contained in this
Agreement shall be deemed to constitute either party as the agent or
representative of the other party, or both parties as joint venturers
or partners for any purpose.

11.4 Governing Law; Jurisdiction & Venue. This Agreement shall be
governed by and construed in accordance with the laws of the
State of Oregon, USA, without regard to its choice of law
provisions. In the event of any conflict between foreign laws, rules
and regulations and those of the United States, the laws, rules and
regulations of the United States shall govern.

11.5 Entire Agreement; Amendment. This Agreement and the Support Policy
(if applicable) constitute the entire agreement between the parties
with regard to the subject matter hereof. No waiver, consent,
modification or change of terms of this Agreement shall bind either
party unless in writing signed by both parties, and then such waiver,
consent, modification or change shall be effective only in the
specific instance and for the specific purpose given. Terms set forth
in any purchase order of User (or other similar document) that are in
addition to or at variance with the terms of this Agreement are
specifically waived by User. All such terms are considered by
DATASPARC INC to be proposed material alterations of this license and
are rejected. User's purchase order is only effective as User's
unqualified commitment to pay for a license to the DATASPARC INC
Software upon the terms (and only the terms) set forth herein.

11.6 Costs, Expenses and Attorneys' Fees. User shall reimburse
DATASPARC INC for all reasonable costs (including attorneys' fees)
incurred by DATASPARC INC in collecting late payments from User.

11.7 Assignment. This Agreement and the rights and obligations
hereunder, may not be assigned in whole or in part by User without the
prior written consent of DATASPARC INC and any unauthorized assignment
or transfer shall be null and void.

11.8 Acknowledgment. User acknowledges that (a) it has read and
understands this Agreement; (b) it has had an opportunity to have its
legal counsel review this Agreement; (c) that this Agreement has the
same force and effect as a signed agreement; (d) DATASPARC INC requires
identification of the User before issuing this license; (e) issuance of
this license does not constitute general publication of the Software,
the Documentation or other Confidential Information; and (f) the
individual accepting this Agreement on behalf of a corporation or other
legal entity personally represents that he or she is duly authorized to
accept this Agreement on behalf of such entity and that this Agreement
is binding upon such entity.

If you have any questions regarding the terms of this Agreement, please
send electronic mail to: sales@datasparc.com
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