Aisle7 Set Up

AISLE7 SUBSCRIPTION AND LICENSE AGREEMENT

AISLE7® / TraceGains®

Thank you for purchasing one or more product(s) or service offerings from TraceGains, Inc., dba Aisle7 ("AISLE7"), located at 10385 Westmoor Drive, Building 5, Suite 200, Westminster, CO 80021, Telephone: 1-503-234-4092. This AISLE7 Subscription and License Agreement ("License Agreement") is a legal agreement between the Licensee indicated on the accompanying Business Terms and AISLE7 for a subscription and license to Aisle7 product and/or service offerings ("License"), which may include, without limitation, an installation program, a viewer application, and related web services, database, and other proprietary software, related services or marketing features and associated instructions and information made available in connection with or through the foregoing, all of which together are called the "AISLE7 Solution". If listed on the Business Terms and subject to payment of applicable fees, Licensee may have access, as part of the AISLE7 Solution, to certain features known as "Add-Ons”, which may include, without limitation, Aisle7® BRAND™, Aisle7® PROMOTE™, Aisle7® VITAMIN ADVISOR, and Aisle7® MOBILE VITAMIN ADVISOR. More information about the AISLE7 Solution and the Add-Ons can be found on the AISLE7 website.

BY CLICKING THE ACCEPT BUTTON, YOU HEREBY AGREE THAT YOU HAVE THE REQUISITE AUTHORITY, POWER AND RIGHT TO FULLY BIND THE LICENSEE (DEFINED BELOW).

THIS LICENSE AGREEMENT IS A CONDITIONAL OFFER TO USE THE AISLE7 SOLUTION AND OTHER INTELLECTUAL PROPERTY LICENSED HEREUNDER. IF LICENSEE DOES NOT AGREE WITH EACH AND EVERY TERM OF THIS LICENSE AGREEMENT, AISLE7 IS UNWILLING TO LICENSE ITS AISLE7 SOLUTION TO LICENSEE AND LICENSEE MAY NOT USE THE AISLE7 SOLUTION FOR ANY REASON. IN THAT CASE, (1) IF THE INSTALLATION PROGRAM (AISLE7 EXECUTABLE FILE) IS IN PROGRESS, LICENSEE MUST IMMEDIATELY TERMINATE THE INSTALLATION PROGRAM BY CANCELING OR ENDING THE INSTALLATION, (2) IN ALL EVENTS, LICENSEE MUST CEASE USE OF ALL VERSIONS OF THE AISLE7 SOLUTION IN ITS POSSESSION, AND (3) LICENSEE MUST DESTROY ALL DIGITAL FILES AND PHYSICAL MEDIA RECEIVED FROM AISLE7.

THIS AGREEMENT GOVERNS LICENSEE'S RIGHTS AND USAGE OF THE AISLE7 SOLUTION AS WELL AS ANY UPDATES OR UPGRADES TO THE AISLE7 SOLUTION MADE AVAILABLE TO LICENSEE UNLESS SUCH UPDATE OR UPGRADE IS ACCOMPANIED BY A SEPARATE LICENSE AGREEMENT OR A MODIFIED VERSION OF THIS AGREEMENT IN WHICH CASE, SUCH SEPARATE LICENSE AGREEMENT OR MODIFIED VERSION OF THIS AGREEMENT (“UPDATED EULA”) WILL SUPERSEDE THIS LICENSE AGREEMENT IN FULL. IF APPLICABLE, LICENSEE MUST AGREE TO SUCH UPDATED EULA TO ACCESS THE UPDATES OR UPGRADES. LICENSEE’S INSTALLATION AND/OR USE OF AN UPDATED OR UPGRADED VERSION OF THE AISLE7 SOLUTION CONSTITUTES LICENSEE’S UNQUALIFIED AGREEMENT TO BE BOUND BY THE UPDATED EULA. THE MOST RECENT VERSION OF THIS LICENSE AGREEMENT MAY BE FOUND ON THE AISLE7 WEBSITE.

SECTION 1. INTRODUCTION AND EFFECTIVE DATE

Please read the Business Terms (defined below and if applicable) and this License Agreement as it forms the basis of your AISLE7 License.

This License Agreement will commence on the date of the earliest to occur of the following actions taken by Licensee unless an alternative date is expressly set forth in the Business Terms (“Effective Date”): (1) clicking the I ACCEPT button below; (2) installing any portion of the AISLE7 Solution; (3) if the Demonstration License applies, by making the Shopping Guides Software available to patients, customers, or other users ("End Users") after the end of the Demonstration Term; (4) paying the AISLE7 invoice based on the fees previously quoted to Licensee; or (5) indicating Licensee's acceptance of this License Agreement in a form of written acknowledgement with an appropriate original, facsimile, or digital signature. Your execution and delivery of the Business Terms document which incorporates this License Agreement by references constitutes written acknowledgement for purposes of the preceding sentence. Any one of these acts constitutes Licensee's commitment to these terms and agreement to be bound hereby.

If the AISLE7 Solution is a Demonstration Version (defined below) then the Effective Date for the Demonstration License shall be the first to occur of acts (1), (2), or (5) above.

SECTION 2. DEFINITIONS

This License Agreement uses the following defined terms:

"Business Terms" refers to the accompanying terms that pertain to this License Agreement and are contained in a document that sets forth additional business terms, including, without limitation, the name and address of the Licensee, the number of authorized Licensed Sites hereunder, and dates of commencement and termination of the Licensee support and/or services provided hereunder. In some events the Business Terms may be in the form of an acceptance or confirmation of sale document (including a purchase order from Licensee or invoice from AISLE7, an AISLE7 proposal accepted in writing by Licensee (including via email)) or may be contained in multiple documents, but in all events this License Agreement is incorporated into such terms by reference.

"Documentation" means the standard electronic or printed help files, information, and instructions that may be displayed within the AISLE7 Solution and Implementation Guides found within the Tech Support area of the AISLE7 website.

"Shopping Guides Software" means the specific software products that provide access to databases of health and nutrition information as listed in the Business Terms and contained in or offered through use of the AISLE7 Solution, as such databases may be updated or enhanced from time to time by AISLE7 in its sole discretion, and including any related services.

"Installation Program" is the routine used to install the viewer application or executable portion of the AISLE7 Solution on Licensee's authorized Terminal.

"Licensee" means the business entity licensed under this License Agreement that is identified in the Business Terms or, if no Business Terms are applicable, the entity for whom you have registered to receive the AISLE7 Solution on the AISLE7 website.

"Licensed Site(s)," means the location or locations indicated in the Business Terms where Licensee Terminals that will make use of the AISLE7 Solution are located.

"Licensor" is AISLE7.

"Terminal" is a single computer system, including, without limitation, a computer kiosk, tablet or smartphone, or other similar device, which hosts, or accesses via an authorized network system, the AISLE7 Solution.

Other terms not found here are defined elsewhere in this License Agreement

SECTION 3. DEMONSTRATION OR SAMPLE VERSIONS

In the event that you are receiving a demonstration version of the AISLE7 Solution ("Demonstration Version"), then the following provisions of this License Agreement apply to your use of the Demonstration Version during the Demonstration Term (defined below): Sections 2, 3, 8, 11, 12.F., 14, 16, and 17. Additional terms and conditions pertaining to this Demonstration License may be set forth in the Business Terms (defined in Section 5 below) issued in connection with this Demonstration License or in other written terms and conditions agreed to by the parties in writing. If, after the Demonstration Term expires, you purchase ongoing licenses to the AISLE7 Solution, then upon your purchase, the remaining terms of this License Agreement will apply.

If Licensee has received an authorized Demonstration Version, then AISLE7 grants Licensee a limited, personal, non-exclusive, non-transferable license (without sublicense rights) ("Demonstration License") to install on one Terminal and use the Demonstration Version to the extent its features are enabled through the AISLE7 Solution for a period of thirty (30) days from Licensee's receipt of the Demonstration Version or such other period as AISLE7 may determine in its sole discretion ("Demonstration Term"). This Demonstration License can be terminated by AISLE7 immediately upon any breach by Licensee or its End Users. Upon expiration, AISLE7, in its sole discretion, may extend the Demonstration Term if requested by Licensee by means of a written notice establishing the extended Demonstration Term. At any time up through the end of the Demonstration Term, Licensee may convert the Demonstration License into the full License by notifying AISLE7 of its desire to so convert. Licensee acknowledges that the Demonstration Version includes a time-control feature that will terminate the license immediately upon expiration of the Demonstration Term.

LICENSEE UNDERSTANDS AND AGREES THAT AISLE7 PROVIDES THE DEMONSTRATION VERSION FOR LICENSEE’S EVALUATION "AS IS" WITH NO WARRANTIES WHATSOEVER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE, TITLE AND NON-INFRINGEMENT. FURTHER, WITH RESPECT TO THIS DEMONSTRATION VERSION, NEITHER AISLE7 NOR ITS SUPPLIERS SHALL BE LIABLE TO LICENSEE FOR, AND LICENSEE AGREES TO WAIVE ALL LIABILITY AGAINST AISLE7 AND ITS SUPPLIERS ARISING FROM, ANY DAMAGES, LIABILITIES, OR OTHER CONSEQUENCES RESULTING FROM LICENSEE'S INSTALLATION AND USE OF THE DEMONSTRATION VERSION.

SECTION 4. PRODUCTION LICENSE TERMS

The remaining provisions of this License Agreement shall apply to your use of the AISLE7 Solution in a production environment outside of the Demonstration Term.

SECTION 5. BUSINESS TERMS INFORMATION

The Business Terms accompanying this License Agreement, and incorporated herein by this reference, set forth the number of authorized Terminals for the AISLE7 Solution and other information about this License including but not limited to the quantity and locations of the Licensed Sites. Licensee may obtain either a Single-Terminal License or a Multiple-Terminal License, but only as set forth in the Business Terms. During the term of this License Agreement, AISLE7 may offer, or Licensee may receive, additional products or services, modified products, or new products related to the AISLE7 Solution. Such additional, modified, or new products and services may be added to this License Agreement through execution of an amendment to the License Agreement or the Business Terms in a form mutually agreed upon by the parties, including, without limitation, a Statement of Work (“SOW”) executed pursuant to this License Agreement. In such event, all the terms of this License Agreement shall apply unless otherwise specified in writing and agreed by the Licensor and Licensee.

SECTION 6. ADDITIONAL FUNCTIONALITY AND/OR CUSTOMIZATIONS

At Licensee’s request and subject to an additional fee, AISLE7 may provide services to incorporate additions or changes to the AISLE7 Solution. Any such services are governed by a mutually agreed upon SOW. Such services relate to the AISLE7 Solution, and consequently AISLE7 will retain all ownership and intellectual property rights to work products and deliverables provided under an SOW. Upon payment in full for services, any work product and deliverables provided by AISLE7 are hereby licensed by AISLE7 to Licensee under the same terms listed in this License Agreement for the AISLE7 Solution; however, certain deliverables may be subject to additional license terms as provided in the respective SOWs.

SECTION 7. GRANT OF PRODUCTION LICENSE AISLE7

grants to Licensee a limited, personal, nonexclusive, nontransferable license (without sublicense rights) to install and use the designated AISLE7 Solution solely for the purpose of providing Licensee's End Users access to the AISLE7 Solution on a Terminal at a single Licensed Site, ("Single-Terminal License") or multiple Terminals at one or more Licensed Sites ("Multiple-Terminal License"), all as further described below. As will be set forth in the Business Terms, the designated AISLE7 Solution shall either be installed and maintained locally on the licensed Terminals, or they will be accessible from a hosted location through use of a software interface installed on the Terminals (the "AISLE7 Solution Interface").

The above license permits Licensee to exercise the following rights:

A. Single-Terminal License. With a Single-Terminal License, Licensee may:

i) Install the Installation Program and the Shopping Guides Software provided as part of the AISLE7 Solution or AISLE7 Solution Interface (as applicable and as designated on the Business Terms) on a single Terminal at the Licensed Site indicated in the Business Terms.

ii) Operate the AISLE7 Solution, or allow others to operate it for Licensee’s benefit on only a single Terminal at any one time and not networked with other Terminals or devices.

iii) Make a reasonable number of archive or backup copies, as applicable, of the Shopping Guides Software. However, the copies must be labeled as backup or archive copies for use only if the regular copy becomes unusable.

iv) Use the Documentation to support and utilize the AISLE7 Solution.

B. Multiple-Terminal License. With a Multiple-Terminal License, Licensee may:

i) Install the Installation Program and the Shopping Guides Software provided as part of the AISLE7 Solution on no more than the number of single Terminals or networked Terminals at the Licensed Sites indicated in the Business Terms.

ii) Operate the Installation Program and the Shopping Guides Software provided as part of the AISLE7 Solution or AISLE7 Solution Interface (as applicable and as designated on the Business Terms), or allow others to operate the foregoing for Licensee’s benefit, on no more than the number of Terminals at the Licensed Sites listed in the Business Terms.

iii) Make a reasonable number of archive or backup copies, as applicable, of the Shopping Guides Software. However, the copies must be labeled as backup or archive copies for use only if the regular copy becomes unusable.

iv) Use the Documentation to support and utilize the AISLE7 Solution.

Additionally, Licensee is granted permission to print, and to allow End Users to print, sections of the health databases made available through the Shopping Guides Software solely for the personal use of End Users from a printer attached or connected to the Terminal. Licensee may not make any additional copies of these printed documents or directly or indirectly publish them in whole or in part without the prior written permission from the Licensor.

SECTION 8. LICENSE RESTRICTIONS AND TERMS

In all cases, Licensee may not:

A. Use any software provided as part of the AISLE7 Solution concurrently on more than one computer or in a networked or multiple user arrangement where multiple, unlicensed Terminals access the AISLE7 Solution from a single, licensed Terminal, including an intranet, open extranet, or Internet-based site, unless Licensee pays for and obtains a Multiple-Terminal Subscription and License (or a Hosted Product License in the event of solely Internet-based site use) permitting such use.

B. Provide use of the Shopping Guides Software or any information made available through the Shopping Guides Software in a computer service business or time-sharing operation, or install or transfer the AISLE7 Solution, or any portion thereof, to any computer system other than an authorized Terminal.

C. Permit End Users to access any Terminal by means of a keyboard, mouse, or any other input device other than a touchscreen without express written permission of Licensor. If Licensor consents and Licensee permits its End Users to access the Terminal by means of a keyboard, mouse, or any input device other than the touchscreen, any problems that can be reasonably determined to be due to vandalism or misuse by an End User will void AISLE7's warranty and support obligations hereunder.

D. Make copies, or allow others to make copies, of the AISLE7 Solution, any portion thereof (except as provided for archival purposes), or any information made available through the AISLE7 Solution except as expressly provided herein.

E. Lend, rent, sell, or grant sublicenses, leases, or other rights in the AISLE7 Solution, Installation Program, Documentation, or any information made available through the AISLE7 Solution.

F. Reverse engineer, disassemble, or decompile any software provided as part of the AISLE7 Solution, any password or security device used with the AISLE7 Solution, or make any attempt to discover the source code to or methodology of any software provided as part of the AISLE7 Solution.

G. Modify the AISLE7 Solution, Installation Program, Documentation, any information made available through the AISLE7 Solution, or any security devices without the written permission of Licensor.

H. Remove or obscure the name of Licensor or its suppliers as displayed on any program screen, or disable, override, or uninstall the screen saver attractor loop feature of the AISLE7 Solution without written permission of Licensor.

I. Use the AISLE7 Solution, Documentation, Installation Program, any information made available through the AISLE7 Solution, or security devices in any manner except as provided for above or by the written permission of Licensor, including use in connection with developing a competing product or service. Installation of other software on a Terminal that includes the AISLE7 Solution will void Licensor's warranty and support obligations hereunder.

J. Neglect to maintain the Terminals; rather, Licensee shall maintain the Terminal(s) in proper working order such that the AISLE7 Solution properly functions and is properly accessible on the Terminal. Neither Licensor nor its suppliers are responsible for the Terminal, or any part thereof.

The Installation Program and the Shopping Guides Software are each a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (OCT 1995), and more specifically is “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), such items are provided to U.S. Government End Users (i) only as a commercial end item and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

SECTION 9. UPDATES

Periodically during the term hereof, and in Licensor's sole discretion (unless set forth in the Business Terms), Licensor may deliver to Licensee updates, improvements, or other modifications to the AISLE7 Solution or components thereof, which Licensor generally provides to all of its customers at no additional charge ("Updates"). Updates will be provided by means of either an automated request made by the Terminal to Licensor's hosted environment or a tangible CD-ROM or other recordable media (if applicable). In any event, Licensee shall display or permit to be displayed the Updates on all authorized Terminals within thirty (30) business days after Licensor makes the Updates generally available. All Updates are governed by this License Agreement as being part of the AISLE7 Solution, including its associated Business Terms.

SECTION 10. ANNUAL SUBSCRIPTION AND LICENSE FEE

The Business Terms set forth the license and other fees due under this Agreement. Such fees exclude all applicable sales, use and other taxes, and Licensee will be responsible for payment of all such taxes (other than taxes based on AISLE7’s income) arising from the payment of such fees or the access to or license of the AISLE7 Solution to Licensee. The basic license fee for Licensee's use of the AISLE7 Solution and Shopping Guides Software shall be paid annually at the commencement of the initial term and any renewal terms (“Annual Subscription and License Fee”). If Licensee adds additional products or services to the AISLE7 Solution or Terminals during any term, the then applicable Annual Subscription and License Fee for such additional products, services or Terminals will be based on the subscription term applicable for such additional products, services, or Terminals as set forth in Section 15.B. Other fees, such as fees for professional services, will be set forth in either the Business Terms or a separate SOW issued under a Master Services Agreement.

Licensee's right to continue to use the AISLE7 Solution under this Agreement is contingent on Licensee's payment of the Annual Subscription and License Fee as established by Licensor, including the then-current fees for any renewals. Failure to pay the applicable Annual Subscription and License Fee when due will be deemed a breach of this License Agreement. In such instance, AISLE7 may, in its sole discretion, (a) terminate this Agreement pursuant to Section 15 and/or (b) withhold the license key or suspend access to the AISLE7 Solution during the period for which the Annual Subscription and License Fee is not paid. During any period of withholding or suspension, Licensee shall remain fully liable for the payment of the Annual Subscription and License Fee. Upon any termination or expiration for failure to pay the Annual Subscription and License Fee, all license rights in this License Agreement will immediately cease and Licensee shall be responsible for the termination obligations set forth in Section 15 below.

SECTION 11. OWNERSHIP, LICENSEE-PROVIDED CONTENT AND CONFIDENTIALITY

A. Licensee acknowledges the AISLE7 Solution, the Documentation, all components and information therein and all intellectual property rights associated therewith (collectively, “Retained IP”) are owned by, and shall remain the exclusive property of, Licensor and its suppliers. No rights in any Retained IP are granted or conveyed by Licensor or its suppliers other than the limited right to use them as set forth in this License Agreement.

B. The AISLE7 Solution (including certain Add-Ons) may allow or require Licensee to provide content including, without limitation, content in the form of text, logos, branding, pricing information, store layout and mapping information, promotional collateral, customer purchase history, customer loyalty card information, and/or recipes (“Licensee-Provided Content”).

Licensee is solely responsible for

i) obtaining all rights necessary to utilize the Licensee-Provided Content; and

ii) the substance of such content, including, without limitation, its compliance with applicable laws and third party rights, any recommendations set forth therein, and its accuracy.

C. During and after the term of the License Agreement, each party agrees that it shall not disclose any Confidential Information it receives from the other party to any person, firm, or corporation, except employees of and others providing services to the receiving party who have a need to know such Confidential Information and who have been informed of the party's obligations hereunder. The receiving party will not use the disclosing party’s Confidential Information except as is necessary to perform obligations or exercise rights in connection with this Agreement.

As used herein “Confidential Information” means all Business Information, computer software, and price lists, regardless of whether the foregoing items are marked confidential or not, and any other information which

i) if disclosed in tangible form, bears a legend indicating that it is confidential or proprietary information of disclosing party; or

ii) if disclosed orally or visually only, is identified as confidential or proprietary at the time of disclosure.

Information shall not be deemed confidential or proprietary for purposes of the License Agreement and the party receiving such information shall have no obligation with respect to any such information which

i) is already known to such party at the time of its receipt from the other party;

ii) is, or becomes, publicly known through no wrongful act of receiving party;

iii) is received from a third party without similar restrictions and without breach of the License Agreement; or

iv) is independently developed by a party.

If any Confidential Information is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law and, then prior to such disclosure, the party who is required to make such disclosure must give reasonable notice to the other party so as to enable such other party to seek appropriate protective orders or, if possible, challenge the requirement of such disclosure. All Confidential Information disclosed by either party pursuant to the License Agreement in tangible form (including, without limitation, information incorporated in computer software) shall be and remain the property of the disclosing party, and all such Confidential Information shall be promptly returned to the disclosing party upon written request.

D. Licensee shall not take any action that directly or indirectly interferes with Licensor's employment, contractual, or other business relations with Licensor's employees, authors, editors, or other professionals.

E. Unless otherwise expressly set forth in the Business Terms, AISLE7 will have the right to issue a press release or other form of promotion, in a form reasonably acceptable to Licensee, within ninety (90) days of the Effective Date that announces the relationship of the parties in connection with the execution of this Agreement, and to cite Licensee as a customer in AISLE7’s customer lists.

SECTION 12. WARRANTY, DISCLAIMERS AND LIMITATIONS OF LIABILITY

A. AISLE7 warrants to Licensee that during a period of sixty (60) days after delivery to Licensee, provided as part of the AISLE7 Solution or an Update, the Shopping Guides Software shall materially conform to its specifications as set forth in the Documentation. In the event the Shopping Guides Software does not conform to the express warranty set forth in this Section 12.A, AISLE7 will, as its sole and exclusive remedy, repair or replace the Shopping Guides Software so that it conforms to such warranty.

B. OTHER THAN THE EXPRESS WARRANTY SET FORTH IN SECTION 12.A ABOVE, AISLE7 AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR THE PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND THERE ARE NO WARRANTIES CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE PERTAINING TO THESE TERMS AND/OR THE AISLE7 SOLUTION. Except as expressly set forth in Section 12.A. the AISLE7 Solution including the Installation Program, Shopping Guides Software, related services, Documentation, and all information provided through, or made available, in connection with the foregoing are provided ”AS IS.” AISLE7 does NOT warrant that the functions contained in the AISLE7 Solution will meet Licensee's requirements or that the operation of the AISLE7 Solution will be uninterrupted or error-free.

The Express Warranty does NOT cover the following:

i) Any modifications, damage, or abuse caused by someone other than AISLE7 or its subcontractors.

ii) Problems caused by computer hardware, computer operating systems, the Internet or Licensee’s network, or the use of the AISLE7 Solution, or an Update, in conjunction with other software programs.

iii) Failure of Licensee to strictly follow the instructions for operation as contained in any Documentation or as instructed by AISLE7.

iv) Any Licensee-provided content.

The AISLE7 Solution is not intended to be a "consumer good" or "consumer product" under state or federal warranty laws. The warranty provided herein gives Licensee specific legal rights, and Licensee may have other rights that vary from state to state.

C. IN NO EVENT WILL AISLE7 OR ITS SUPPLIERS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, WHETHER BASED ON CONTRACT, WARRANTY, BREACH OF STATUTORY DUTY, STRICT LIABILITY, OR OTHER TORT, CONTRIBUTION OR OTHERWISE, EVEN IF AISLE7 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION APPLIES REGARDLESS OF ANY FAILURE OF EXCLUSIVE REMEDY.

D. IN NO EVENT WILL AISLE7 OR ITS SUPPLIERS BE LIABLE TO LICENSEE OR ANY THIRD PARTY, REGARDLESS OF THE FORM OF CLAIM OR ACTION, IN AN AGGREGATE AMOUNT THAT EXCEEDS THE SUBSCRIPTION AND LICENSE FEE PAID BY LICENSEE REDUCED BY A PRO RATA REDUCTION FOR EACH FULL OR PARTIAL MONTH OF THE FIRST TWELVE (12) MONTHS OF THE SUBSCRIPTION AND LICENSE THAT THE AISLE7 SOLUTION IS ACTUALLY USED BY LICENSEE.

E. The agents, employees, distributors, dealers, and suppliers of AISLE7 are not authorized to make modifications to any warranty of AISLE7 or to make additional warranties binding on AISLE7. Accordingly, additional statements such as advertising or presentations, whether oral or written, do not constitute warranties by AISLE7 and should not be relied upon by Licensee.

F. GENERAL WARNING AND DISCLAIMER: Licensee acknowledges that as with all health-related issues, there are limitations that should be seriously considered, some of which are listed below. In all events, AISLE7 and its suppliers disclaim responsibility, without limitation, for any and all consequences of the following items:

i) AISLE7 has made commercially reasonable efforts to collect and present data made available through the Shopping Guides Software from reputable sources, but cannot guarantee the accuracy and completeness of such data.

ii) AISLE7 has made commercially reasonable efforts to collect and present up-to-date data made available through the Shopping Guides Software, and to provide current information, but new studies, research, and discoveries can make some, or all of such information, obsolete or limited, and AISLE7 cannot guarantee that such information will always be completely up to date.

iii) AISLE7 cannot predict or guarantee the efficacy of any information made available through the Shopping Guides Software or the results obtained by any particular End User who relies on the data made available through the Shopping Guides Software.

iv) AISLE7 makes certain third-party information available, including, without limitation, recipes, through the AISLE7 Solution. AISLE7 is not responsible for the accuracy, appropriateness, or proprietary rights in such third-party information and shall not be liable for any personal injury, death, or damage to property resulting from such third-party information.

v) Licensee will not obscure or remove any disclaimers or notices, including but not limited to service terms and references, displayed to End Users during use of the AISLE7 Solution. An example of such a disclaimer or notice is the following: “The information presented in Aisle7 is for informational purposes only. It is based on scientific studies (human, animal, or in vitro), clinical experience, or traditional usage as cited in each article. The results reported may not necessarily occur in all individuals. Self-treatment is not recommended for life-threatening conditions that require medical treatment under a doctor's care. For many of the conditions discussed, treatment with prescription or over-the-counter medication is also available. Consult your doctor, practitioner, and/or pharmacist for any health problem and before using any supplements or before making any changes in prescribed medications.”

SECTION 13. TECHNICAL SUPPORT AND WARRANTIES

Licensor provides telephone technical support during its business hours for Licensee's installation and use of the Shopping Guides Software during the term of this License Agreement. Contact AISLE7 Technical Support at 1-877-659-7630 or 1-503-234-4092.

Hardware sold or recommended by Licensor is done so purely as an accommodation to Licensee, and any warranties or repairs are the responsibility of the manufacturers or their representatives. Licensor cannot provide support for hardware not purchased through Licensor; and Licensor's responsibility for any hardware purchased through Licensor is limited to first-line, phone-based technical support.

SECTION 14. INDEMNIFICATION

Licensee agrees to indemnify and to hold Licensor and its officers, directors, employees, agents, and suppliers harmless from and against any and all claims, losses, and damages (including reasonable attorney fees for dispute counseling, preparation, trial, and appeal) arising from or related to (a) the use of, or inability to use, the AISLE7 Solution by Licensee or its End Users or (b) any Licensee-Provided Content.

SECTION 15. TERM AND TERMINATION

A. Unless otherwise set forth in the Business Terms, the term for each License shall be one (1) year from the date of AISLE7's provision of the Shopping Guides Software. Upon expiration of the License term, then, unless otherwise stated in the Business Terms or expressly agreed to by the parties in writing, the License will automatically renew for successive terms of one (1) year each, unless one party notifies the other party of its intent to not renew at least thirty (30) days prior to the end of the then-current term.

B. If during the term of any License the Licensee acquires additional licenses for the AISLE7 Solution or for additional Terminals, then the term of such additional licenses will be equal to the longer of (a) twelve (12) months from order confirmation or (b) the remainder of the License that has the longest duration remaining at the time of order for the new Licenses. Annual License and Subscription Fees for new Licenses will be based upon the applicable term determined by the prior sentence and will be at Aisle7's then standard list prices (unless otherwise set forth in the Business Terms).

C. This Agreement shall continue until terminated as set forth herein.

D. This License Agreement will automatically terminate in the event that no Licenses have been in effect for a period of three (3) consecutive months prior to the date of termination.

E. In addition to termination rights as set forth elsewhere in this Agreement, either party may terminate this License Agreement if the other fails to abide by any use restrictions or perform any of its obligations under this License Agreement; and fails to cure such breach within thirty (30) days of its receipt of written notice describing such breach.

F. Licensor has the sole right to terminate this License Agreement immediately with no cure period required if Licensee fails to pay any Annual Subscription and License Fee or other applicable fee when due and fails to cure such default within five (5) business days; provided that in no event will such termination relieve Licensee of any payment obligations it may have under this Agreement (whether such amounts are then-currently outstanding or would have become due after the date of termination). Without limiting any other remedy that may be available to Licensor, in the event that any amounts remain past due for ninety (90) days or more following the due date, Licensor may accelerate all future payment obligations of Licensee under this License Agreement and the Business Terms and, in such case, Licensee must pay all accelerated payment obligations within ten (10) days after written notice thereof by Licensor.

G. Licensor may also terminate without a cure or notice period in the event Licensee dies, liquidates, dissolves, becomes insolvent, or makes a general assignment for the benefit of creditors, files a petition for bankruptcy (or is subject to an involuntary petition in bankruptcy), or ceases to conduct business operations at one or more of the Licensed Sites, provided, that where Licensee obtains a subscription and license for multiple sites and Licensor's right of termination arises solely from Licensee's cessation of business operations at less than all Licensed Sites, Licensor shall have only a partial right of termination for the particular sites at which Licensee has ceased business operations.

H. Upon any termination of this License Agreement for any reason (including, without limitation under this Section 15), Licensee agrees to immediately

i) cease use of the AISLE7 Solution and any portions thereof, including all information made available through the AISLE7 Solution;

ii) purge such items from all Terminals;

iii) promptly destroy all copies of the AISLE7 Solution and related information then in its possession or return them to AISLE7 as requested in writing; and

iv) pay to AISLE7 all Annual Subscription and License Fees and other amounts outstanding as of the effective date of termination.

Licensee shall promptly confirm it has complied with these provisions and take any other actions reasonably requested by Licensor. The following provisions shall survive termination and constitute ongoing obligations of the parties after termination or expiration of the License Agreement: Sections 2, 8, 11, 12 (other than subsection A), and 14 through 17.

SECTION 16. USAGE DATA

"Usage Data" is defined as information generated by the use of the AISLE7 Solution. AISLE7 may collect Usage Data for a variety of reasons, including without limitation, in order to evaluate its editorial policy, measure user interest in certain topics, and improve its products and services. AISLE7 may make any legal use of such data without notifying Licensee or sharing such data with Licensee. AISLE7, however, agrees that, subject to Section 17A below, such Usage Data will not be provided to any third party in any way that would identify the Licensee or its customers.

SECTION 17. MISCELLANEOUS

A. Licensee may not assign or transfer (by operation of law or otherwise) the License granted hereunder or any rights or duties under this License Agreement. Any attempted assignment or transfer by Licensee without Licensor's written consent shall be deemed a breach of this License Agreement and be voidable by Licensor in Licensor's sole discretion. Licensor may assign this License Agreement, in whole or in part, to any other person or entity who agrees to perform Licensor's obligations or receive Licensor's benefits on behalf of Licensor, and Licensor may transfer this License Agreement, in whole or in part, to any other person or entity who becomes the legal successor to Licensor's interest in this License Agreement by sale, assignment, transfer, reorganization, or operation of law. Licensor may subcontract its duties under this Agreement.

B. All notices, requests, claims, demands, and other communication pursuant to the License Agreement shall be in writing and shall either be delivered by certified mail, postage prepaid or sent by a nationally recognized overnight courier service to the other party at the address set forth in the Business Terms. Either party may change its address for purposes of the License Agreement by giving the other party written notice of such change. Notice sent in accordance with the foregoing shall be effective upon receipt by the party to which notice is given.

C. This License Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, excluding the principles of Colorado conflict of laws. If any suit or action is filed by any party to enforce this License Agreement or otherwise with respect to the subject matter of this License Agreement, venue shall be in the federal or state courts in Colorado. Each party irrevocably agrees and submits to jurisdiction in such venue. If any suit, action, or arbitration is initiated by any party to enforce this License Agreement or otherwise with respect to the subject matter of this License Agreement, the prevailing party in such suit, action, or arbitration shall be entitled to recover reasonable attorney fees incurred in the preparation and prosecution, or defense of such suit, action, or arbitration as such fees are fixed by the trial court or the arbitrator and, if any appeal is taken from the decision of the trial court or arbitrator, reasonable attorney fees as fixed by the appellate court.

D. This License Agreement may be amended only in a writing signed by both parties that expressly references that it includes a modification to this License Agreement. Any provisions of this License Agreement may be waived by a party only in a writing signed by the party waiving compliance. No waiver of any provision of this License Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. The failure of any party to enforce any provision of this License Agreement shall not operate as a waiver of such provision or any other provision.

E. This License Agreement together with the Business Terms sets forth the entire understanding of the parties with respect to the subject matter of this License Agreement and the Business Terms and supersedes any and all prior understandings and agreements, whether written or oral, between the parties with respect to such subject matter. In the event of any conflict between the terms of this License Agreement and the Business Terms, the terms of this License Agreement will govern unless otherwise expressly stated in the Business Terms.

F. If any provision of this License Agreement shall be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of this License Agreement shall not be in any way impaired.

G. Each party represents and warrants to the other that it has the full right and authority to enter into this License Agreement, and that in doing so it has not violated any applicable obligations to third parties with respect to this License Agreement. Licensee represents that the person executing this License Agreement by clicking the ACCEPT button has all necessary corporate authority to bind Licensee under this License Agreement.

(Version/Edition #10359) Last updated: 10/29/12