SOFTWARE LICENSE AGREEMENT

(XLeratorDB Suite-PLUS Subscription)

IMPORTANT – READ CAREFULLY: PLEASE READ THIS CONTRACT

CAREFULLY BEFORE INSTALLING OR USING THE LICENSED PRODUCT (AS
DEFINED BELOW). BY INSTALLING OR USING THE LICENSED PRODUCT, YOU
INDICATE THAT YOU ACCEPT, AND AGREE TO ABIDE BY, ALL TERMS AND
CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE THE LICENSED
PRODUCT.

1. DEFINITIONS

1.1 “Agreement” means this Software License Agreement.

1.2 “Licensed Product” means the Software and Related Materials.

1.3 “Licensee” or “You” means the Person for whom payment of the applicable
license fees has been made to Licensor.

1.4 “Licensor” means WestClinTech, LLC.

1.5 “Person(s)” means any individual, corporation, partnership, limited liability

company, joint venture, association, company, estate, trust, association, organization, labor union
or other entity, governmental body (including any branch of the military) or political subdivision.

1.6 “Software” means the XLeratorDB/suite-PLUS subscription software for which

Licensee has paid the applicable license fees. “Software” shall include all updates delivered by
Licensor to Licensee from time to time, if any.

1.7 “Registered SQL Server” means a Windows server, whether physical or virtual,
that is running Microsoft SQL Server software that has been assigned a server name (the name of
the server as it appears on a network) that matches the server name Licensee identified to
Licensor.

1.8 “Related Materials” shall mean those user manuals, instructions or

documentation, if any, which may be provided by Licensor to Licensee for use in conjunction
with the Software, whether accompanying the Software or delivered separately, and whether
provided in hard-copy or made available electronically.

2. LICENSE

2.1 License Grant. Subject to the observance by Licensee of all of the terms and
conditions of this Agreement, Licensor hereby grants to Licensee, a limited, non-exclusive, non-
sublicenseable, non-transferable license to (a) install the Software solely on, use and execute the
Software solely for development purposes in connection with the Registered SQL Servers
Licensee specified to Licensor at the time of purchase of a licensed copy of the Software), and
(b) use and reproduce the Related Materials for the purpose of and in connection with the
Rev. Date: 11.19.2013

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installation and use of the Software as provided in this Section 2.1. However, such access and
use to the Licensed Product shall be: (1) only for Licensee’s internal business purposes; (2)
subject to the limitations in Section 2.2; (3) only for the term of this Agreement (subject to the
termination provisions set forth in Section 4 below); and (4) only as long as Licensee remains
current on payment of all fees and in compliance with the terms of this Agreement.
Additionally, during the term of this Agreement, Licensee may create and maintain a reasonable
number of copies of the Licensed Product solely for backup and archival purposes. This license
does not include the right to: (x) resell such license or any portion thereof; (y) use the Software
to process the data of any third parties; or (z) permit any third parties to access the Software or
use such Software or documentation, whether or not such third parties are related to or affiliated
with Licensee. All rights not expressly granted to Licensee are reserved.

2.2 Restrictions on Use. Licensee covenants that it shall only use the Licensed
Product for development and testing purposes. Licensee further covenants that it will not (i) use
the Licensed Product in any illegal or unlawful manner or for any illegal or unlawful purpose or
(ii) perform any act which is intended to harm Licensor or the Licensed Product. Licensor
reserves the right to suspend Licensee’s access to and/or use of the Licensed Product to the
extent that Licensor reasonably determines, in good faith, that such suspension is necessary to
comply with applicable law or to prevent significant harm to Licensor’s rights in the Licensed
Product.

2.3 Notice Regarding Required Microsoft Software. The Software will operate
only in combination with Microsoft ® SQL Server® 2008, Microsoft® SQL Server® 2008 R2, and
Microsoft® SQL Server® 2012. Licensee must obtain a license from Microsoft or its authorized
reseller for the Microsoft SQL Server software. Use of Microsoft software is subject to
Microsoft’s license agreement and any other applicable Microsoft terms and conditions.
Licensor makes no promises, representations or warranties regarding Microsoft software.

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3. LICENSOR’S PROPRIETARY RIGHTS

3.1 Licensor Property. This Agreement does not provide Licensee with title to or
ownership of the Licensed Product, but only a right of limited use. The Licensed Product is, and
shall remain, the property of Licensor. Licensee agrees that it shall comply with all limitations on
its use of the Licensed Product set forth herein. Licensor may, without notice and at any time
during reasonable business hours, either on its own or through its duly authorized representative,
conduct an audit of the use by Licensee of the Licensed Product to ensure that Licensee is in
compliance with the terms of this Agreement. Licensee acknowledges that, as between Licensor
and Licensee: (i) all right, title and interest in and to the Licensed Product (and all copies
thereof), the source code for the Software (and all copies thereof) and all work product resulting
from services provided to Licensee in connection therewith, including all associated patents,
copyrights, trademarks, trade names, trade secrets, know-how and other intellectual property
rights related thereto, and any and all alterations, adaptations, translations, modifications,
improvements and changes to the Licensed Product and derivative works based thereon, whether
created by Licensor or Licensee or their respective agents (the “Licensor Property”), are, and
shall at all times remain, the exclusive property of Licensor; and (ii) Licensee shall have no right
or interest as to any Licensor Property, except as expressly set forth in this Agreement.

3.2 Limited Duplication. The Licensed Product may not be copied or duplicated
except as expressly permitted by this Agreement. Licensee shall reproduce and include all
copyright or other proprietary rights notices from the then current version of such Software and
Related Materials on any copy, in whole or in part, of any Software and Related Materials. The
original and all copies of the Licensed Product, in whole or in part, which are made or used by or
in the possession of Licensee are and shall remain the property of Licensor.

3.3 No Alteration. Licensee shall not alter, adapt, translate, modify or change the
Licensed Product or create derivative works based on the Licensed Product. Further, Licensee
shall not remove, disable, manipulate or otherwise adversely affect any means or device intended
to prevent unauthorized use or reproduction of any Software.

3.4 Trade Secrets. Licensee acknowledges that the Licensor Property is the valuable
property of Licensor and embodies substantial creative efforts, confidential information, ideas
and expressions and contains valuable trade secrets of Licensor. Aspects of the Software that are
Licensor’s trade secrets include, without limitation, the specific design and structure of the
individual programs and their interaction, and the unique programming techniques employed
therein for certain tasks. Licensee shall maintain all aspects of the Licensor Property (including
expressly and without limitation, the Software, Related Materials, the source code for the
Software and any of Licensor’s trade secrets) in any form, in strict confidence. Licensee shall not
(a) decompile, reverse engineer or disassemble the Software or otherwise attempt to reconstruct
or discover any source code or any of Licensor’s trade secrets, except as permitted by law; (b)
disclose, disseminate, grant access to, copy, reproduce, deliver, transmit, publish, display,
sublicense, lease, rent, lend, assign or otherwise transfer any Licensor Property (including
expressly and without limitation, the Software, Related Materials, the source code for the
Software and any of Licensor’s trade secrets), or any portion thereof or any derivation thereof,
via any medium whatsoever, by operation of law or otherwise to any third party, directly or
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indirectly, including, but without limitation, to any joint venture or business combination
arrangement with any other Person or entity, without Licensor’s prior written consent; or (c)
alter, hide or remove from any part of the Software or Related Materials any proprietary rights or
copyright notices or identification that indicate Licensor’s ownership interest therein. Licensee
shall take any and all other actions, including legal action, necessary or desirable to ensure
continued confidentiality and protection of the Licensor Property (including expressly and
without limitation, the Software, Related Materials, the source code for the Software and any of
Licensor’s trade secrets) and to prevent access thereto or use thereof by any person or entity not
authorized hereby. Licensee shall ensure that its employees comply with the provisions of
Section 3. If Licensee becomes aware of any unauthorized disclosure or use of any Licensor
Property (including expressly and without limitation, the Software, Related Materials, the source
code for the Software and any of Licensor’s trade secrets), Licensee shall immediately notify
Licensor and shall advise Licensor of the full particulars thereof in writing. Licensee shall be
responsible to Licensor for any use of the Licensed Product by Licensee’s employees and any
third party gaining access to the Licensed Product through Licensee.

3.5 Irreparable Harm. Licensee acknowledges and agrees that, in the event of a
breach of Sections 2 or 3 of this Agreement, Licensor would be irreparably harmed and could not
be made whole by monetary damages. Accordingly, Licensee agrees that in the event of such
breach or threatened breach, (i) Licensor shall, in addition to all other rights or remedies it may
have, be entitled to obtain equitable relief, including, but not limited to, temporary restraining
orders or injunctions with respect to the use of the Software and Related Materials, and (ii)
Licensee shall not to assert by way of defense or otherwise that a remedy at law would be
adequate.

4. TERM; TERMINATION

This Agreement is effective beginning on the date Licensee first downloads the Software and
shall continue for one (1) year from such date unless earlier terminated in accordance with this
Section 4. If Licensee desires to renew the Agreement for additional one (1) year terms,
Licensee must provide Licensor with no less than sixty (60) days’ written notice prior to the
expiration date of the then-current term. Upon termination or expiration of this Agreement, the
Software shall cease to function. Without prejudice to any other rights Licensor may have,
Licensor may terminate this Agreement (and the license set forth herein) upon notice to
Licensee, effective immediately, if Licensee fails to comply with any of the terms and conditions
of this Agreement and does not remedy such failure within ten (10) days of receipt of written
notice from Licensor identifying such failure. In any termination event, Licensee must (a) cease
using the Software and Related Materials, (b) destroy all copies of the Software and Related
Materials in its possession or control and (c) upon request, cause an authorized representative of
Licensee to certify such destruction to Licensor. The terms of Section 3, Section 5, Section 6 and
Section 7 shall survive any termination of this Agreement, as well as such other provisions as, by
their intent or meaning, are intended to so survive.

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5. DISCLAIMER OF WARRANTY

Prior to purchasing this license, Licensee had the opportunity to use and evaluate the Software on
a trial basis, without charge. ACCORDINGLY, THE SOFTWARE AND RELATED
MATERIALS ARE PROVIDED “AS IS”, WITHOUT WARRANTY. LICENSOR MAKES NO
PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR
IMPLIED, REGARDING OR RELATING TO THE SOFTWARE, OR RELATED
MATERIALS OR TO ANY SERVICES OR OTHER MATERIAL FURNISHED OR
PROVIDED TO LICENSEE PURSUANT TO THIS AGREEMENT OR
OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT
AND TITLE, AND ANY WARRANTY ARISING UNDER STATUTE OR OTHERWISE IN
LAW OR FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR
TRADE PRACTICE, WITH RESPECT TO SAID MATERIALS AND THE USE THEREOF.
FURTHER, LICENSOR DOES NOT WARRANT, GUARANTEE, OR MAKE ANY
REPRESENTATIONS REGARDING THE USE OF, OR THE RESULT OF THE USE OF, THE
SOFTWARE AND RELATED MATERIALS IN TERMS OF CORRECTNESS, ACCURACY,
RELIABILITY, OR OTHERWISE AND THE LICENSEE RELIES ON THE SOFTWARE AND
RESULTS SOLELY AT ITS OWN RISK. IT IS LICENSEE’S RESPONSIBILITY TO
VALIDATE ANY CALCULATIONS PERFORMED USING THE SOFTWARE. LICENSOR
DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR
ERROR FREE OR THAT ALL SOFTWARE ERRORS, DEFECTS OR INEFFICIENCIES
WILL BE CORRECTED, NOR DOES LICENSOR ASSUME ANY LIABILITY FOR
FAILURE TO CORRECT ANY SUCH ERROR, DEFECT OR INEFFICIENCY. NO
REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT
LIMITED TO, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE,
PERFORMANCE OF THE SOFTWARE OR COMBINATION WITH OTHER SOFTWARE,
WHETHER MADE BY LICENSOR EMPLOYEES OR OTHERWISE, WHICH IS NOT
CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO BE A WARRANTY BY
LICENSOR FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF LICENSOR
WHATSOEVER. Licensor shall have no obligation to provide to Licensee any updates or
upgrades to the Licensed Product.

6. LIMITATION OF LIABILITY

6.1 IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT,

INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES,
INCLUDING, BUT NOT LIMITED TO DAMAGES CAUSED BY RELIANCE ON
CALCULATIONS MADE WITH THE SOFTWARE, LOST PROFITS, LOSS OF DATA,
LOSS OF USE OF THE SOFTWARE, LOSS OF GOODWILL, OR COMPUTER FAILURE
OR MALFUNCTION, WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, AND WHETHER OR NOT BROUGHT AS A CLAIM
IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE.

6.2 IN ADDITION, WITHOUT LIMITING THE FOREGOING, IN NO EVENT

SHALL LICENSOR’S AGGREGATE LIABILITY IN CONNECTION WITH THIS
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AGREEMENT EXCEED THE ACTUAL AMOUNT OF THE LICENSE FEES PAID BY
LICENSEE FOR THE SOFTWARE. THE EXISTENCE OF ONE OR MORE CLAIMS WILL
NOT ENLARGE THE FOREGOING LIMIT.

6.3 Licensee acknowledges and agrees that there are features included in the Software
that may be used by Licensor to restrict Licensee’s use of such Software to the scope of this
Agreement and that Licensor has the right to restrict Licensee’s use as described. Licensor shall
have no liability to Licensee for exercise of such capability and right.

7. INDEMNIFICATION.

Licensee agrees to defend, indemnify and hold harmless Licensor from any loss, cost (including
reasonable attorneys’ fees), expense, damage or liability resulting from any breach of this
Agreement by Licensee. Licensor agrees to notify Licensee promptly of any claim or suit
brought to its attention for which indemnification may be sought hereunder.

8. GOVERNMENT CUSTOMERS

The Software and Related Materials are provided with RESTRICTED RIGHTS. Use,
reproduction or disclosure by any agency of the U.S. Government is subject to restrictions set
forth in subparagraphs (a)(14) and (b)(3) of the Rights in Noncommercial Computer Software
clause at DFARS, 48 C.F.R. 252.227-7014, or in subparagraphs (c)(1) and (c)(2) of the
Commercial Computer Software - Restricted Rights clause at FAR, 48 C.F.R. 52.227-19, as
applicable (or in successor provisions to the foregoing).

9. GENERAL

9.1 Notices. All notices or other communications under this Agreement shall be
made using electronic mail. Notice to Licensee shall be sent to the address identified by Licensee
at the time of purchase of a licensed copy of the Software. Notice to Licensor shall be sent to
[email protected], or to such other address as may be designated by Licensor from time
to time.

9.2 Assignment. Licensee may not assign this Agreement or any of its rights or
obligations hereunder without the express prior written consent of Licensor, except that Licensee
may assign this Agreement to a successor pursuant to a merger, consolidation or sale of all or
substantially all of such Licensee’s stock or assets, or all or a substantial portion of the business
to which this Agreement relates. Any assignment in violation of this provision shall be void and
of no force and effect. Licensor may assign this Agreement at any time.

9.3 Waiver; Severability; Amendment. No waiver of any breach of any provisions

of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach and no
waiver will be effective unless made in writing. If any provision of this Agreement is deemed
unlawful, void or for any reason unenforceable, it shall be deemed severable from, and shall in
no way affect the validity or enforceability of the remaining provisions. This Agreement may be
modified only by a written amendment signed by an authorized Licensor representative.

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 9.4 Choice of Law. This Agreement shall be governed by, and interpreted in
accordance with, the substantive laws of the State of New York, without regard to conflicts of
law rules, and the federal laws of the United States. The United Nations Convention on Contracts
for the International Sale of Goods shall not apply.

9.5 Consent to Jurisdiction. Any litigation arising out of this Agreement shall be
resolved exclusively by the state or federal courts sitting in New York, New York, and each
party hereby irrevocably submits to the jurisdiction of any such court.

9.6 Licensor’s Remedies Non-Exclusive. The rights and remedies of Licensor that
are set forth in this Agreement shall be non-exclusive and shall not limit any rights or remedies
available to Licensor at law, in equity or otherwise.

9.7 Successors and Assigns. This Agreement will be binding on and inure to the
benefit of the parties hereto and their successors and permitted assigns.

9.8 Entire Agreement. The Agreement is the complete and exclusive statement of
the agreement between Licensee and Licensor, which supersedes all proposals or prior
agreements, oral or written, and all other communications between the parties relating to the
subject matter of this Agreement.

BY USING THE SOFTWARE OR RELATED MATERIALS, LICENSEE ACKNOWLEDGES

THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE
BOUND BY ITS TERMS. LICENSE OF THE SOFTWARE AND RELATED MATERIALS
BY LICENSOR IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, AND LICENSOR HEREBY OBJECTS TO AND SHALL NOT BE BOUND
BY ANY ADDITIONAL, DIFFERENT OR CONFLICTING TERMS, WHETHER PRINTED
OR OTHERWISE, IN ANY OTHER COMMUNICATION BETWEEN THE LICENSEE AND
LICENSOR (INCLUDING ON ANY OF LICENSEE’S FORMS, LETTER, PAPERS OR
PURCHASE ORDERS), IT BEING UNDERSTOOD THAT THE TERMS AND CONDITIONS
OF THIS AGREEMENT SHALL PREVAIL NOTWITHSTANDING ANY SUCH
ADDITIONAL, DIFFERENT OR CONFLICTING TERMS.

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