i. The enclosed software and knowledge base together are defined as the "Software".

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1 Software License Agreement This AGREEMENT is entered into, effective immediately between Axxya Systems, LLC, a Limited Liability Corporation with offices at nd Ave NE Redmond, WA ("Axxya", which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean its successors-in-interest and assigns) and You the licensee entering into this Agreement ( Licensee ). IMPORTANT! The Licensed Materials as defined in the Section 1 of this Agreement are licensed only on the condition that You, as Licensee, agree to the terms and conditions set forth in the following agreement. READ THIS AGREEMENT CAREFULLY. YOU WILL BE BOUND BY THE TERMS OF THIS AGREEMENT, IF YOU INSTALL THIS SOFTWARE OR OPEN THIS SEALED PACKAGE. If you do not agree to the terms contained in this Agreement, please return this package within 15 days to Axxya, along with the sales receipt and the license fee will be refunded. License fee can only be refunded if the software is not already licensed on the machine. Licensee has entered into this Agreement, effective upon the earliest of any of the following acts occurring: a) By clicking I Agree at the end of the license agreement during installation of the software b) Or by opening the product package for the licensed material. In consideration of the foregoing premises and the covenants and agreements hereinafter set forth, the parties hereto, intending to be bound legally, agree as follows: 1. Definitions: i. The enclosed software and knowledge base together are defined as the "Software". ii. Knowledge base includes the nutrition and health data in any format, including any compilation or part thereof, as included in the Software. iii. The Software, the media embodying the Software, and the accompanying documentation, together are defined as "Licensed Materials" for the purposes of this Agreement.

2 2. License Grant: Axxya has the right to grant license to use the Licensed Materials and thereby grants to Licensee a non-transferable, non-exclusive, paid-up license to use Licensed Materials in accordance with the terms and conditions set forth below: i. Single User: Licensee may only use the Licensed Materials on a single CPU in accordance with this Agreement. [If a network license to install on a network, LAN or WAN is needed, Licensee must obtain a separate Network License from Axxya.] ii. Network User: Licensee may use the Software on a computer network only in accordance with this Agreement. Access to the Software must be restricted by password or other mechanism to your bona fide employees only. Licensee may use the Software solely for your internal purposes, and shall have no right to use the Software on behalf of any third party, on a service bureau basis or otherwise. iii. Licensee will not alter, amend, modify, or change in any respect, any of the Licensed Materials. Licensee may make one (1) copy of the Software for backup purposes and may not make additional copies, distribute, publish, lease, rent, lend or transfer the Licensed Materials, in whole or in part. Licensee may not cause or permit reverse engineering or decompilation of the Software. Any back-up copy of the Software must include the copyright notice set forth on the label of the media and embodied in the Software. 3. Term and Termination: This Agreement is effective from the date on which Licensee opens the package containing the Licensed Materials and continues until terminated under this Section. This Agreement may be terminated by Licensee at any time by destroying the Licensed Materials, together with all copies thereof. This Agreement will also terminate automatically and without notice if Licensee materially breaches any term or condition of this Agreement. 4. Ownership: Title to the enclosed media on which the Licensed Material is recorded is transferred to Licensee, but Axxya retains all ownership and intellectual property rights in the Software and accompanying documentation. 5. Protection and Security: Licensee agrees to use best efforts and take all reasonable steps to safeguard the

3 Licensed Materials to ensure that no unauthorized person obtains access thereto and that no unauthorized copy, publication, disclosure or distribution, in whole or in part, is made. Licensee acknowledges that the Licensed Materials contain valuable, confidential information and trade secrets and that the unauthorized use, reproduction or disclosure would cause irreparable harm to Axxya. 6. Warranty Disclaimers Liability Limitations. (a) AXXYA MAKES NO WARRANTY, REPRESENTATION OR COVENANT WITH RESPECT TO THE LICENSED MATERIALS AND LICENSES THEM ON AN "AS IS" BASIS. AXXYA SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (b) LICENSEE AGREES NOT TO USE THE SOFTWARE IN ANY SITUATION WHERE SIGNIFICANT DAMAGE OR INJURY TO PERSONS, PROPERTY OR BUSINESS COULD OCCUR FROM AN ERROR IN THE SOFTWARE. c) WHILE THE INFORMATION CONTAINED IN THE KNOWLEDGE BASE IS OBTAINED FROM SOURCES BELIEVED TO BE RELIABLE, AXXYA HAS MADE NO INDEPENDENT EXAMINATION, INVESTIGATION OR VERIFICATION OF THE INFORMATION PROVIDED BY THOSE SOURCES AND ASSUMES NO LIABILITY AND DISCLAIMS ANY RESPONSIBILITY FOR INCORRECT INFORMATION CONTAINED IN OR RESULTING FROM THE USE OF THE LICENSED MATERIALS. LICENSEE ASSUMES ALL RISK AS TO THE SELECTION, USE, PERFORMANCE AND QUALITY OF THE LICENSED MATERIALS. (d) IN NO EVENT WILL AXXYA OR ANY OTHER PARTY INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE LICENSED MATERIALS BE LIABLE FOR SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR INABILITY TO USE THE LICENSED MATERIALS, EVEN IF AXXYA OR SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AXXYA S OR SUCH OTHER PARTY'S LIABILITY FOR ANY DAMAGES FOR LOSS TO LICENSEE OR ANY OTHER PARTY EXCEED THE FEE PAID FOR THIS LICENSE. (e) Some states and/or countries do not allow limitations on how long an implied warranty lasts and some states and/or countries do not allow the exclusion or limitation of incidental or consequential damages, so the above

4 limitation and exclusion may not apply to You. This warranty gives you specific legal rights, and you also may have other rights which vary from state to state and/or country to country. 7. HIPAA Restrictions Axxya recognizes the importance of restricting access into a software program containing personal health information. In an effort to comply with the Health Insurance Portability and Accountability Act (HIPAA), a security tool has been developed that allows network administrators to build logins and passwords for each user. This is available for network versions only. Nutritionist Pro does not place restrictions on accessing the different areas within the licensed sections of the program. Once the login and password permit entry, users can navigate throughout the entire software, based on selected uses of the program when purchased. As required by HIPAA, each user s navigation throughout the program, including changes to certain client personal health information, will be recorded and compiled in the Audit Trail report. 8. General (a) If any provision of the Agreement is determined to be invalid or unenforceable, it shall be deemed omitted and the remaining provisions of this Agreement shall remain in full force and effect. (b) This Agreement is governed by and construed in accordance with the laws of the State of Washington. The parties agree that the United Nations Conventions on Contracts for the International Sale of Goods shall not apply to this Agreement. Any suit brought with respect to this Agreement may be brought ONLY in King County and must be filed no later than one (1) year after the cause of action arises. c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements, representations, statements and undertakings. 9. U.S. Government Restricted Rights: Our products and/or services are provided with RESTRICTED RIGHTS. Use,

5 duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software-Restricted Rights at FAR when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS , and in similar clauses in the NASA FAR supplement, as applicable. Manufacturer is Axxya Systems, LLC located at nd Ave NE Redmond, WA You are responsible for complying with all trade regulations and laws both foreign and domestic. You acknowledge that none of our products and/or services or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria or any other country subject to a U.S. embargo; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Parties List or Entity List. By using our products and/or services you are agreeing to the foregoing and are representing and warranting that (i) no U.S. federal agency has suspended, revoked, or denied you export privileges, (ii) you are not located in or under the control of a national or resident of any such country or on any such list, and (iii) you will not export or re-export the Software to any prohibited country, or to any prohibited person, entity, or end-user as specified by U.S. export controls. Software documentation 2014 Axxya Systems, LLC. All rights reserved.