LICENCE to Distribution Companies to use and access the nPod website:

THIS LICENCE AGREEMENT is made between Naturopathic Product Database Pty Ltd (ABN 18 125 610 148) of 96 Lewisham Road, Prahran Vic 3181 trading as nPod ("Owner") and the Distribution Company ("Licensee").

Background:

A. Owner owns a website, www.npod.com.au ("nPod") designed to enable any health company manufacturer ("HCM") in Australia or New Zealand who is licensed by Owner to promote TGA approved (for Australia only) health products manufactured or offered by it to qualified health professionals (“QHP”).

B. Owner has also designed nPod to include links to the Distributors (“DC’s”) of all products listed on nPod, who sell specific brands to QHP.

C. Licensee is duly incorporated and in good standing and is a DC in Australia or New Zealand able to enter into this agreement.

It is agreed as follows:

1. Grant of Licence: In consideration of and subject to Licensee agreeing , Owner hereby grants Licensee a licence ("the Licence"), on the terms and conditions hereinafter appearing, to access and use nPod throughout the Term specified, and any extension(s) of the Term, for the purposes of listing health products sold or offered by Licensee.

2. Extension of Annual Licence Fee: Subject to Licensee not being in breach of this agreement, Licensee may at any time before but not more than 120 days before the expiration of annual Licence Fee, extend the Term for a further year or more if agreed with Owner, by informing Owner of Licensee's intention to extend and paying any renewal fee required by Owner.

3. At the end of the Term: If the Term expires without extension or without further extension, or if the Licence is terminated early by Licensee or Owner acting in accordance with this agreement, the Owner will inactivate all links and references to the DC’s website.

4. Licensee’s warranties about the products it promotes: Licensee warrants the continuing truth of recital C above.

5. Indemnity: Licensee indemnifies and holds harmless Owner against any expense, claim or liability of any kind arising directly or indirectly from any reliance by anyone on, or objection to, any information placed on nPod by HCM.

6. Things Licensee must not do on nPod: Licensee must not

(a) make any change to any part of Owner's design of nPod; or
(b) make any change to any promotion or products listed by any other DC or HCM; or
(c) hack into nPod in any manner; or
(d) do anything that has or may have the effect of causing nPod to malfunction or to deny service or to spread any virus or malware or need to be shut down for repairs; or
(e) use nPod for any purpose that is, in the opinion of Owner notified to Licensee in writing at any time, not within or sufficiently connected with the purposes stated above for which the Licence is granted; or
(f) do anything in any promotion or list in any Product information that breaches this agreement or breaks any law or infringes any third party's rights.

7. Owner’s Intellectual Property Rights: Licensee acknowledges that all intellectual property rights in the nPod trade mark and business name and its design (including any redesign from time to time, and any suggested improvements that may be adopted by Owner at any time) are the property of Owner. Licensee will not do anything anywhere in the world to copy, usurp or pre-empt those rights.

8. Dealing with Correspondence: Licensee will be responsible for (or will ensure that its nominated HCM, is responsible for) dealing promptly and professionally with any product orders, or enquiries related to products. If such correspondence is received by Owner, Owner may forward it to Licensee but does not undertake to do so and takes no responsibility for any delay in doing so. Owner will not be responsible for responding to third party correspondence addressed to Licensee or to any such nominated HCM.

9. Publication: To the extent that the operation of nPod involves publication anywhere in the world, Licensee consents to and gives permission for that publication.

10. Access by Non-Professionals: Although nPod is intended by Owner to be exclusively for use by HCMs, DCs and QHP, Owner will not be responsible or liable if other persons do gain access legitimately or otherwise.

11. Redesign: Owner reserves the right to redesign nPod or parts thereof from time to time. Owner will endeavour to do that in a manner and at times that limit any inconvenience thereby caused to Licensee.

12. Correction of any Breach by Licensee: Any breach of any of Licensee's warranties or obligations under this agreement must be immediately rectified by Licensee. Licensee indemnifies and holds harmless Owner against any expense, claim or liability of any kind arising directly or indirectly from any breach, including without limitation any expense incurred or action taken by Owner to rectify any breach or to enforce this agreement.

13. Early Termination: Licensee may at any time give notice to Owner terminating the License from some subsequent date specified in the notice. If Licensee fails to rectify a breach within fourteen (14) days after receiving a warning notice thereof from Owner, or if Licensee has committed more than one breach that has been the subject of such a warning notice and thereafter, in Owner's opinion, Licensee remains or becomes careless about its responsibilities under this agreement and prone to breach this agreement, Owner may by a termination notice to Licensee terminate the Licence.

14. Right of Temporary Shut Down: Owner will endeavour to keep nPod continuously operative but does not warrant that it will operate free of interruptions. Owner may from time to time temporarily shut down nPod or limit its operation for purposes of maintenance or repair or installation of any new design feature or removal of any unauthorised or unlawful material.

15. Force Majeure: Owner will not be responsible for the consequences of any malfunction or shut down of nPod that is at any time necessitated or caused directly or indirectly by persons or events or laws beyond the reasonable control of Owner.

16. No Refunds: Fees paid under this agreement are non-refundable.

17. Notices: Formal notices hereunder must be in writing. Without excluding any other means of service allowed by law, any notice to Licensee may be sent to the email address given by Licensee (or such changed email address as Licensee may notify to Owner at any time). It is the responsibility of Licensee to ensure that Owner is notified of any change in the Licensee's details as entered on nPod.

18. Annual Fees: Owner reserves the right to change the annual registration fee from time to time on notice given to the Licensee not less than 30 days before the last day of the Term applicable to Licensee at the time of the notice, such changes to take effect in any extension of the Term beyond the date that would otherwise be the last day of that applicable Term.

19. Governing Law: This agreement is governed by the laws of Australia, state of Victoria.

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All prices in Australian Dollars (AUD) & are subject to change