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LICENCE
to Health Company Manufacturer
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 Health Company Manufacturer ("Licensee").

BACKGROUND:

A. Owner owns a website (www.npod.com.au) ("the Site") designed to enable any health company manufacturer ("HCM") in Australasia who is licensed by Owner to promote registered health products manufactured or offered by it to registered professional health care practitioners.

B. Licensee is duly incorporated and in good standing and is a HCM in Australasia able to enter into this agreement.

IT IS AGREED AS FOLLOWS:

1. GRANT OF THE LICENCE: In consideration of and subject to Licensee paying the registration fee and per-product fees and any applicable extension fee(s) as specified in the Schedule, Owner hereby grants Licensee a licence ("the Licence"), on the terms and conditions hereinafter appearing, to access and use the Site throughout the Term specified in the Schedule, and any extension(s) of the Term, for the purposes of promoting registered health products manufactured or offered by Licensee.

2. EXTENSIONS OF ANNUAL REGISTRATION: 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 registration, extend the Term for a further year or more if agreed with Owner, by informing Owner of Licensee's intention to extend and paying the 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 remove from the Site all information placed on the Site by the Licensee.

4. LICENSEE'S WARRANTIES ABOUT THE PRODUCTS IT PROMOTES: Licensee warrants the continuing truth of recital B above, and warrants that, throughout its promotion of any product on the Site, the product will be

(a) registered in the Australian Register of Therapeutic Goods ("the ARTG") administered by the Therapeutic Goods Administration ("the TGA"), and
(b) promoted on the Site only for the indications held on the ARTG for that particular product;

and that Licensee has and will have evidence to support the product claims made by Licensee for that product, in accordance with the TGA's "Guidelines for Levels and Kinds of Evidence to Support Indications and Claims" ( see http://www.tga.gov.au/docs/html/tgaccevi.htm ).

5. LICENSEE MAY CHANGE ITS PRODUCT LISTINGS ON THE SITE: Licensee may from time to time (so long as Licensee complies with its obligations under this agreement) change its Product information on the Site and may add one or more products at any time (subject to paying any applicable per-product fee) or remove product information from the Site at any time.

6. LICENSEE MUST UPDATE ITS PRODUCT INFORMATION WHEN NECESSARY: Licensee must ensure that the information provided about Licensee and about the products promoted by Licensee on the Site remains current. Licensee must update or change its promotions on the Site whenever necessary to ensure that they are not in breach of this agreement or of any law or of any third party's rights. Owner will not be responsible for doing any of these things.

7. OWNER MAY REMOVE OBJECTIONABLE MATERIAL: Owner may at any time remove from the Site any material that appears to Owner to be unauthorized or in breach of this agreement or of any law or of any third party's rights. Owner will give Licensee notice as soon as practicable of any such removal.

8. 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 the Site by Licensee.

9. THINGS LICENSEE MUST NOT DO ON THE SITE: Licensee must not

(a) make any change to any part of Owner's design of the Site; or
(b) make any change to any promotion or products listed by any other HCM; or
(c) hack into the Site in any manner; or
(d) do anything that has or may have the effect of causing the Site to malfunction or to deny service or to spread any virus or malware or to need to be shut down for repairs; or
(e) name any distributor in connection with any product unless that distributor has consented to its name and details being so given by Licensee, and that consent remains current; or
(f) use the Site for any purpose that is, in the opinion of Qwner 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
(g) do anything in any promotion or list in any Product Description, information that breaches this agreement or breaks any law or infringes any third party's rights.

10. OWNER'S INTELLECTUAL PROPERTY RIGHTS: Licensee acknowledges that all intellectual property rights in the nPod trade mark and business name and in the Site 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 usurp or preempt those rights.

11. DEALING WITH CORRESPONDENCE: Licensee will be responsible for (or will ensure that its nominated distributor, if any, is responsible for) dealing promptly and professionally with any product orders, enquiries, complaints or other correspondence received as a result of or relating to information placed on the Site by Licensee. 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 distributor.

12. PUBLICATION: To the extent that the operation of the Site involves publication anywhere in the world of information placed on the Site by Licensee, Licensee consents to and gives permission for that publication.

13. ACCESS BY NON-PROFESSIONALS: Although the Site is intended by Owner to be exclusively for use by HCMs, distribution companies and registered health care practitioners, Owner will not be responsible or liable if other persons do gain access legitimately or otherwise.

14. COPYING: Licensee consents to and gives permission for information placed on the Site by Licensee to be printed for legitimate information purposes by Owner and by any other persons who are able to access the Site.

15. REDESIGN: Owner reserves the right to redesign the Site 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.

16. 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.

17. 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.

18. RIGHT OF TEMPORARY SHUT DOWN: Owner will endeavour to keep the Site continuously operative but does not warrant that it will operate free of interruptions. Owner may from time to time temporarily shut down the Site 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.

19. FORCE MAJEURE: Owner will not be responsible for the consequences of any malfunction or shut down of the site that is at any time necessitated or caused directly or indirectly by persons or events or laws beyond the reasonable control of Owner.

20. NO REFUNDS: Fees paid under this agreement are non-refundable.

21. 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 in the Schedule (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 in this site.

22. ANNUAL FEES: Owner reserves the right to change per-product fees and 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.

23. GOVERNING LAW: This agreement is governed by the laws of Australia, state of Victoria.