Everest Software International® Software Solutions

AND
LIMITED WARRANTY
LICENSE STATEMENT
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IMPORTANT - READ CAREFULLY

This license statement and limited warranty constitutes a legal agreement ("License Agreement")
between you (either as an individual or a single entity) and Everest Software International Pty Ltd
("Everest Software International") for the software product ("Software"), with which this license
statement was shipped, including any software, media, and accompanying on-line or printed
documentation.

BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO

BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT.
If you are the original purchaser of the Software and you do not agree with the terms and conditions
of the License Agreement, promptly return the unused Software to the place from which you
obtained it for a full refund.

If you are accepting this License Agreement on behalf of a corporation, partnership or other legal
entity, the use of the terms "you" and "your" in this License Agreement will refer to such entity.

TERMS AND CONDITIONS

1. GRANT OF LICENSE.
a. Subject to the terms and conditions of this License Agreement, Everest Software International
grants to you a nonexclusive, non-transferable and limited license to install and use the Software for
the purposes set forth herein. You may only allow as many Computers and/or Users (subject to
individual product licensing terms) using this Software as the number of licenses you have
purchased from Everest Software International. The Software has a built-in copy-protection feature
and will automatically control its license usage and prevent access to itself for any users and/or
computers beyond the total licensed number of users and/or computers licensed from Everest
Software International. Internet access is required for this licensing to work. Some software products
may automatically start time and/or functionality limited trials at first run and would stop working at
the end of the trial unless properly licensed. Everest Software International reserves the right to
electronically track the use of the Software to enforce its legal rights. By using this Software, you
explicitly authorize Everest Software International or its designated agent to electronically collect,
store, access and utilize any necessary information used for license tracking purposes, i.e.: machine
name for Per Computer licenses, user name for the Per User licenses, etc.

b. This Software is owned by Everest Software International and is protected by copyright law,
international copyright treaties, as well as other proprietary notices. Therefore, you must treat this
Software like any other copyrighted material and you agree that the total number of copies of the
Software used by you may not exceed the number of Licensed Copies paid for by you, except that
you may make one copy of the Software solely for backup or archival purposes.
c. Subject to the further terms and conditions of this License Agreement, the term of this license is
perpetual (unless terminated as provided below, or Time Limited, as may be the case in specific
cases). You may not transfer the Software to any third parties.

2. LICENSE RESTRICTIONS.
a. Except as provided in this License Agreement, you receive no rights and agree not to transfer,
rent, lease, lend, copy, modify, translate, port, localize, create derivative works of, market, distribute,
sub-license, time-share or electronically transmit or receive the Software, media or documentation.
You acknowledge that the Software in any form remains a confidential trade secret of Everest
Software International and/or its suppliers and therefore you agree not to modify the Software or
attempt to reverse engineer, de-compile, or disassemble the Software. As a confidential trade secret,

Copyright © Everest Software International®. All Rights Reserved. Simply extraordinary solutions for JD Edwards®
 3

you shall use your best efforts to protect the proprietary or confidential information supplied by
Everest Software International in its Software and you shall not use such proprietary or confidential
trade secret for your own benefit or the benefit of any other person or entity, except as may be
specifically permitted hereunder.

b. If you have purchased an Upgrade version of the Software, it constitutes a single product with the
Everest Software International Software that you have thus Upgraded. You may use or transfer the
Upgrade version of the Software together with the original only in accordance with this License
Agreement.

3. REGISTRATION.
Any registration information provided by you to Everest Software International, which is collected
when you order the Software, may be used by Everest Software International for marketing
purposes.

4. LICENSE TERMS FOR THE EVEREST SOFTWARE INTERNATIONAL

Nothing in this License Agreement permits you to derive the source code of files that Everest
Software International has provided to you in compiled form only, or to reproduce, modify, use, or
distribute the source code of such files

All Everest Software International Software provided under this License Agreement, including but
not limited to executables and other files remain Everest Software International exclusive property.
Everest Software International will retain all right, title and interest in and to the executables and
other files, including the Intellectual Property and interest in and to the executables and other files,
including the Intellectual Property contained in such property (including but not limited to,
ownership of all copyrights, patents, trademarks and service marks worldwide).

5. LIMITED WARRANTY
a. Software provided under this License Agreement, including but not limited to executables and
other files are provided "as is," without warranty of any kind except as expressly provided in this
paragraph. Everest Software International warrants that the Software, as updated and when properly
used, will perform substantially in accordance with the accompanying Documentation and the
Software media will be free from defects in materials and workmanship, for a period of thirty (30)
days from the date of receipt. Any implied warranties on the Software are limited to thirty (30) days.

b. Everest Software International's and its suppliers' entire liability and your exclusive remedy shall
be, at Everest Software International's option, either (a) return of the price paid, or (b) repair or
replacement of the Software that does not meet Everest Software International's Limited Warranty
and which is returned to Everest Software International with an original copy of your receipt. DO
NOT RETURN ANY PRODUCT UNTIL YOU HAVE CALLED EVEREST SOFTWARE
INTERNATIONAL AND OBTAINED A RETURN AUTHORIZATION NUMBER. This Limited
Warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any
replacement Software will be warranted for the remainder of the original warranty period or thirty
(30) days, whichever is longer. Any support outside of this Limited Warranty will incur time and
material charges at the then current hourly rate (Everest Software International reserves the right to
change this rate at any time without notice).

c. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEREST

SOFTWARE INTERNATIONAL AND ITS SUPPLIERS DISCLAIM ALL OTHER
WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE

Copyright © Everest Software International®. All Rights Reserved. Simply extraordinary solutions for JD Edwards®
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SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.

EVEREST SOFTWARE INTERNATIONAL DOES NOT WARRANT THAT THE EVEREST
SOFTWARE INTERNATIONAL SOFTWARE WILL BE ERROR FREE OR WILL OPERATE
WITHOUT INTERRUPTION. THE ENTIRE RISK ARISING OUT OF THE USE OR
PERFORMANCE OF THE EVEREST SOFTWARE INTERNATIONAL SOFTWARE AND
ACCOMPANYING WRITTEN MATERIALS REMAINS WITH YOU.

6. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
EVEREST SOFTWARE INTERNATIONAL OR ITS LICENSORS OR SUPPLIERS BE LIABLE
FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR
EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF BUSINESS PROFITS OR BUSINESS INTERRUPTION,
GOODWILL, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS)
WHETHER BASED ON PRINCIPLES OF CONTRACT, TORT (INCLUDING NEGLIGENCE),
DUTY, INDEMNITY, CONTRIBUTION OR OTHERWISE, ARISING OUT OF THE USE OF
OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO
PROVIDE SUPPORT SERVICES, EVEN IF VENDOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, EVEREST SOFTWARE
INTERNATIONAL’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS LICENSE
AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY
PAID BY YOU FOR THE SOFTWARE PRODUCT OR AU$25; PROVIDED, HOWEVER, IF
YOU HAVE ENTERED INTO A SUPPORT SERVICES AGREEMENT WITH VENDOR,
VENDOR’S ENTIRE LIABILITY REGARDING SUPPORT SERVICES SHALL BE
GOVERNED BY THE TERMS OF THAT AGREEMENT.

7. HIGH RISK ACTIVITIES

The Software is not fault-tolerant and is not designed, intended, or licensed for use with line control
equipment or in hazardous environments requiring fail-safe performance, such as in the operation of
nuclear facilities, aircraft navigation or communication systems, air traffic control, and life support
or weapons systems, in which the failure of the Software could lead directly to death, personal
injury, or severe physical or environmental damage ("High Risk Activities"). Without limiting the
generality of the foregoing, Everest Software International and its suppliers specifically disclaim any
express or implied warranty of fitness for High Risk Activities.

8. TERMINATION
Your license to use the Software shall become effective on the date you agree to the terms and
conditions of this License Agreement. Your license to use the Software shall terminate automatically
if you fail to comply with the limitations described in this License Agreement. No notice shall be
required from Everest Software International to effectuate such termination. Upon expiration or
termination of this License Agreement for any reason, you shall make no further use of the Software
and shall destroy all copies of the Software and all of its component parts on all systems, in all
forms, in all types of media and computer memory, and whether or not modified or combined with
other materials.

9. GENERAL PROVISIONS
All and any disputes involving this License Agreement shall be determined under the law of the
Commonwealth of Australia and applicable State laws and submitted to a panel of 3 (Three)
arbitrators appointed and operating under the Australian Commercial Arbitration Act, as amended
from time to time, and the Rules of Conciliation and Arbitration of the International Chamber of
Commerce. Such panel shall include only persons with computer software industry experience. Each
party shall choose 1 (One) arbitrator and the third arbitrator shall be chosen by the two arbitrators

Copyright © Everest Software International®. All Rights Reserved. Simply extraordinary solutions for JD Edwards®
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thus selected by the parties. The location of the arbitration hearing shall be Melbourne, Australia.
The written decision of the arbitrators shall be final, binding, and convertible to a court judgment in
any appropriate jurisdiction.

Everest Software International reserves all rights not specifically granted in this License Agreement.

This License Agreement will not be modified except by a properly executed written agreement. Any
terms and conditions of any purchase order or other instrument issued by you in connection with this
License Agreement, which are in addition to, inconsistent with or different from the terms and
conditions of this License Agreement will be of no force or effect.

If any provision of this License Agreement is found void or unenforceable, the remainder will
remain valid and enforceable according to its terms. If any remedy provided is determined to have
failed for its essential purpose, all limitations of liability and exclusions of damages set forth in the
Limited Warranty shall remain in effect.

Failure by either party at any time to enforce any obligation by the other party, to claim a breach of
any term of this License Agreement or to exercise any power agreed to hereunder will not be
construed as a waiver of any right, power or obligation under this License Agreement, will not affect
any subsequent breach, and will not prejudice either party as regards any subsequent action.

Except as expressly permitted hereby, you may not assign any rights or obligations under this
License Agreement without the prior written consent of Everest Software International.

The provisions of this License Agreement that by their nature and content are intended to survive the
performance hereof shall so survive the completion and termination of this License Agreement.

Copyright © Everest Software International®. All Rights Reserved. Simply extraordinary solutions for JD Edwards®