SOFTWARE LICENSE AND OPTIONAL SUPPORT AGREEMENT

If the right to use terminates, then your rights and our obligations also terminate. If this
Agreement relates to a territory where rights may not be bundled as they are bundled here in this
contract, or where any such service is prohibited, then such rights are severed and bifurcated as
required by law.

This Subscription Agreement (“Agreement”) is made between Feedsoft™, Inc. (“Licensor”), a corporation
formed under the laws of the State of Texas, USA with its principal place of business at 14001 Dallas
Parkway, Dallas, TX 75240, USA, and You (“Licensee”). 
WHEREAS, Licensee has evaluated the software product developed by Licensor, commonly known as
Feedsoft Formulation™ and is desirous of obtaining the nonexclusive right to use this software product.
WHEREAS, Licensor is desirous of granting Licensee a renewable, nonexclusive, and nontransferable
subscription to permit Licensee to make such software product available for use as disclosed herein.
In consideration of the mutual covenants that follow, Licensor and Licensee agree:

Definitions

Licensed Product. The term “Licensed Product” means the computer program, presently in object
code, described in Exhibit A hereto, and also includes all variations of the computer program
subscribed to. For purposes of this Agreement, the Licensed Product may be associated with
(“loaded on”) only one operating system associated with a single processor, and is limited to one user.
The Licensed Product may not be transferred.

Authorized User. The term “Authorized User” means the end user who has permission to use the
Licensed Product.

Local System. The term “Local System” means multiple, interactive user terminals connected to a
computing unit owned, leased, or operated by Licensee.

Key Person. The term “Key Person” means a person affiliated with Licensee, designated by
Licensee in Section 6 of this Agreement, and authorized by Licensee (i) to receive, retain custody
of, and to make backup copies of the Licensed Product and updates of the Licensed Product; (ii)
to procure any technical assistance from Licensor needed in connection with the use of the Licensed Product;
and   (iii)   to   receive   Licensor’s   information   such   as   newsletters,   announcements,   e­mails,   and   bulletins
concerning updates and supplements to the Licensed Product. 

Subscription/License
a. Grant. In accordance with the terms of this Agreement, Licensor grants to Licensee, and
Licensee accepts from Licensor, a nonexclusive and nontransferable license to use the Licensed Product in
non-printed, machine-readable form on a single operating system associated with a single processor for
use only by an Authorized User.
b. Upgrades/Updates. Upgrades and updates may be provided, at Licensor’s sole discretion, from
time to time as patches to either licensees, or licensees who also have current maintenance
agreements. Any update that is refused must be returned immediately.

Ownership of Licensed Product

Licensor represents that it is, and on the date of the delivery of the Licensed Product will be, the sole
owner and copyright holder and patent holder of the Licensed Product; that it has, and on the date of the
delivery of the Licensed Product will have, the full right and authority to grant this license; and that neither
this license nor performance under this Agreement does or shall conflict with any other agreement or
obligation to which Licensor is a party or by which it is bound. Licensee acknowledges that is has no
rights to the Licensed Product other than those rights to subscription specified herein.

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Trademarks, registered or otherwise, may appear in the Licensed Product. Such marks may not be
altered or removed. Any notices applied to such trademarks may not be removed. This Agreement
confers no rights to use any trademarks, and no such trademarks may be used without separate written
authorization.

Title to and Rights in Licensed Product

Proprietary Rights. The Licensed Product and updates of the Licensed Product are proprietary to
Licensor, and title to them remains in the Licensor. All applicable common law and statutory rights
in the Licensed Product and updates of the Licensed Product, including, but not limited to, rights
in confidential and trade secret material, source code, object code, trademarks, service marks,
patents, and copyrights, shall be and will remain the property of Licensor. Licensee shall have no
right, title, or interest in such proprietary rights. Feedsoft™ retains all rights to any alterations or
additions, including derivative work(s), whether authorized or unauthorized, created by any
person, entity, or any other party, to the Licensed Product.

Restrictions. Licensee is prohibited from distributing, transferring possession of, or otherwise

making available the code of the Licensed Product to any person other than the Key Person and
Authorized User under the terms of this Agreement and from reproducing and installing the
Licensed Product for use on any computer other than as designated in Section 2 of this
Agreement. Licensee is prohibited from reproducing, distributing, or otherwise transferring
possession of copies of the Licensed Product or updates and from using or installing copies of
the Licensed Product or updates on any computer other than the computing unit. Except as
provided herein, and memorialized in writing, Licensee, Authorized User, and the Key Person are
prohibited from making any modifications, adaptations, enhancements, changes, or derivative
works of the Licensed Product and shall advise any Key Person and/or Authorized User that they
are prohibited from making any modifications, adaptations, enhancements, changes, or derivative
works of the Licensed Product. As provided by law, the Key Person may make an archival copy of
the Licensed Product solely for use as a backup, and such archival copy shall not be stored in
active or processor-accessible memory, but only on stand-alone, passive memory storage
devices such as a CD ROM. Licensee will notify Licensor of a use of the archival copy. Violation
of any provision in this Subsection shall be the basis for the immediate termination of this
Agreement.

Third Party Software. The Licensed Product may contain third party software that requires
notices and/or additional terms and conditions. Such software notices, terms and conditions are
accessible at www.feedsoft.com/thirdparty and are hereby incorporated by reference herein as
virtual attachments.

Instruments. To protect the Licensor’s rights in the Licensed Product, Licensee shall, at the
reasonable request of Licensor, promptly execute and assign any and all applications, including,
but not limited to, patent applications, copyright applications, any and all assignments, and any
other instruments which Licensor deems necessary to protect or maintain Licensor’s rights in the
Licensed Product. Licensee hereby irrevocably appoints Licensor as attorney-in-fact for Licensee
with full power and authority to execute and deliver in the name of Licensee any such instrument
or instruments.

Confidentiality
Licensor represents and Licensee hereby acknowledges that the object code constituting the Licensed
Product and updates of the Licensed Product which is embodied on magnetic storage media contains
confidential and trade secret material which is not readily susceptible to reverse compilation, reverse
engineering, or reverse assembly, and you agree that any passwords, and the nature of the code itself,
are security measures under the DMCA. Licensee and the Key Person shall not attempt to decompile,
reverse engineer, or disassemble the object code of the Licensed Product or updates thereof. Licensee
further agrees that it will use its best efforts to prevent decompilation, reverse engineering, and

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disassembly of the object code of the Licensed Product and updates thereof by any person or entity by
securing and protecting each copy of the Licensed Product or update in a manner consistent with the
maintenance of Licensee’s rights and by taking appropriate action by instruction or agreement. Violation
of any provision in this Section shall be the basis for the immediate termination of this Agreement.

Technical Support
Licensor, at its sole expense, shall provide Licensee with remote support of a technical nature with
respect to all aspects of the Licensed Product and updates to the Licensed Product including their
installation and use. All requests for technical support must be made by either the Licensee’s Key
Person, or the Authorized User. On-site support may be offered via a separate signed On-site Support
Agreement.

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User Manuals

Online Help. Online help is provided in lieu of user manuals.   If the Licensee wishes to purchase a user

manual for an additional charge, one may be ordered by contacting the Licensor at the address listed below.   

Limited Warranty and Disclaimer of Liability

Results Not Warranted. Licensor has no control over the conditions under which Licensee and
Authorized Users use the Licensed Product and updates and does not and can not warrant the
results obtained by such use.

Limited Warranty. In addition to warranting that it has the right to grant the license contained in
this Agreement, Licensor warrants that the magnetic media on which the Licensed Product or an
update is recorded and any user manual purchased under the terms of this Agreement are free
from defects in material and workmanship under normal use. Licensor further warrants that the
Licensed Product and any update of the Licensed Product will perform substantially in
accordance with the specifications found in the   on­line   help  section   in   effect   as  of   the  date   of   this
Agreement.  The warranties contained in this Section are made for a period of thirty (30) days from the date on
which the Licensed Product or update is delivered to Licensee.

Limitations on Warranty. Licensor does not warrant that the functions contained in the Licensed
Product or in any update will meet the requirements of Licensee or Authorized Users or that the
operation of the Licensed Product or update will be uninterrupted or error free. The warranty does
not cover any copy of the Licensed Product or update or any user manual that has been altered or
changed in any way by Licensee or any Authorized User. Licensor is not responsible for
problems caused by changes in or modifications to the operating characteristics of any computer
hardware or operating system for which the Licensed Product or an update is procured, nor is
Licensor responsible for problems which occur as a result of the use of the Licensed Product in
conjunction with non-Licensor software or with hardware which is incompatible with the
operating system for which the Licensed Product is being procured.

Exclusion of Implied Warranties. ANY IMPLIED WARRANTIES, INCLUDING WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY WAVED AND
EXCLUDED.

Exclusion of Any Other Warranties. The warranties contained in Subsection b of this Section are
made in lieu of all other express warranties, whether oral or written. Only an authorized officer of
Licensor may make modifications to this warranty or additional warranties binding on Licensor,
and such modifications or additional warranties must be in writing. Accordingly, additional
statements such as those made in advertising or presentations, whether oral or written, do not
constitute warranties by Licensor and should not be relied upon as such.

Limitation of Remedies

Replacement Sole Remedy. Subject to Section 21 of this Agreement, Licensor’s entire liability and
Licensee’s exclusive remedy shall be the replacement by Licensor of the Licensed Product, not
meeting Licensor’s “Limited Warranty.” In addition, while in no sense warranting that the
operation of the Licensed Product will be uninterrupted or error free, Licensor will, if a
maintenance agreement is also purchased, and as provided in Section 6 of this Agreement, assist
Licensee in the installation of the Licensed Product and will supply the Key Person with corrected
versions of the Licensed Product through updates.

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Damages Limitation. LICENSOR DISCLAIMS ANY AND ALL LIABILITY FOR SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT) ARISING OUT OF
THIS AGREEMENT OR WITH RESPECT TO THE INSTALLATION, USE, OPERATION, OR SUPPORT
OF THE LICENSED PRODUCT OR ANY UPDATE OF THE LICENSED PRODUCT, EVEN IF
LICENSOR HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.

Limitation on Any Recovery. Subject to Section 21 of this Agreement, Licensee specifically agrees
that any liability on the part of Licensor arising from breach of warranty, breach of contract,
negligence, strict liability in tort, or any other legal theory shall not exceed any amounts paid by
Licensee in fees for the use and maintenance of the Licensed Product.

Relationship of the Parties

For purposes of this Agreement, Licensee is not an agent of Licensor, and Licensee has no express or
implied authority to act on behalf of or make any representations whatsoever on behalf of Licensor.
Licensor has no right to control any activities of Licensee outside the terms of this Agreement.

Delivery
Upon execution of this Agreement, Licensee shall download the Licensed Product pursuant to this agreement.
A CDs and a User Manual may be provided, at the Licensor’s discretion, at the Licensee’s request and
expense.

Purchase of User Manuals
A User Manual may be provided for an additional fee at the sole discretion of the Licensor.

Optional Annual Maintenance Fees

Scope of Maintenance. Should the Licensee choose to participate in the Maintenance Program,
the Licensee shall pay the Maintenance Fee no later than the first business day after the
anniversary date of the License Date. Payment of the annual Maintenance Fee entitles Licensee
to continue to use the Licensed Product as well as to continued receipt by the Key Person of
announcements and bulletins concerning updates of the Licensed Product, Licensor’s newsletter,
Licensed Product updates, and technical support. FAILURE TO PAY THE ANNUAL MAINTENANCE
FEE SHALL BE THE BASIS FOR THE IMMEDIATE TERMINATION OF LICENSEE’S RIGHTS TO
MAINTENANCE BENEFITS.

Fee Amount. The amount of the annual Maintenance Fee which Licensee shall pay shall be (20%)
of the initial license fee.

Annual Report. For Licensees that use more than one copy of the Licensed Product, on the anniversary date the
Licensee must submit to Licensor a report stating the number of and location of all Authorized Users.   The
Licensee must pay a license fee for each copy of the Licensed Product as stated elsewhere herein.      

Taxes
Licensee shall, in addition to the other amounts payable under this Agreement, pay all local, state, and
federal taxes (but excluding taxes imposed on Licensor’s income) levied or imposed by reason of the
transactions contemplated in this Agreement. Licensee shall promptly pay to Licensor an amount equal to
any such tax(es) actually paid or required to be collected or paid by Licensor.

Updates
Updates include enhancements and corrections of, and modifications and additions to, the Licensed
Product. Form time to time as long as the annual Maintenance Fee is current, Licensee will receive for its
use updates issued by Licensor. Use of updates with or in place of the Licensed Product shall be fully
governed by and subject to the terms of this Agreement relating to the reproduction and use of the

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Licensed Product. Updates constitute updated editions of the licensed version of the Licensed Product,
unless otherwise stated.
16. Supplements
From time to time, Licensor will make available computer programs which are compatible with the
Licensed Product and which supplement the Licensed Product. SUPPLEMENTS ARE NOT LICENSED
UNDER THE TERMS OF THIS AGREEMENT. Subject to availability, Licensee’s Key Person may make
special arrangements with Licensor to purchase a supplement for use with the Licensed Product.
Supplements constitute updated editions of the licensed version of the Licensed Product, unless
otherwise stated.

Additional Systems
Licensee may procure licenses to use the Licensed Product on additional systems. For each additional
system license procured by Licensee, the amount of the license fee shall be determined in accordance
with Exhibit B.” The first annual maintenance fee for each additional system shall be due on the
anniversary date of this Agreement (or the first business day thereafter), which is closest to the
anniversary date of the  delivery  of the Licensed Product for use on an additional system. Use of the
Licensed Product on any and all additional systems shall be fully governed by and subject to the terms
and conditions of this Agreement. Licensor reserves the right to charge higher   maintenance   fees for
additional systems licensed to use a version of the Licensed Product.

Default and Termination

Procedure. Except as set forth below, in the event either party defaults in any obligation in this
Agreement, the other party shall give written notice of such default, and, if the party in default has
not cured the default within thirty (30) days of the notice, the other party shall have the right to
terminate this Agreement.

Immediate Termination. Upon the occurrence of any act which gives rise to Licensor’s right to
terminate this Agreement immediately, Licensor shall have the right, at any time, to terminate the
license granted in this Agreement without demand or notice.

Effect of Termination. Upon termination of this Agreement for whatever reason, the license
granted under this Agreement to use the Licensed Product is immediately revoked. Within five (5)
days after the termination of this Agreement for whatever reason, Licensee shall return to
Licensor all originals and copies of the Licensed Product, including updates, and user manuals in
Licensee’s possession at any time during the term of the License. Any unreturned items must be
accounted for within twenty-one (21) days of termination. In the alternative, upon request of
Licensor, Licensee shall destroy all such copies of the Licensed Product updates and user
manuals and certify in writing that they have been destroyed. TERMINATION SHALL NOT
RELIEVE LICENSEE AND AUTHORIZED USERS OF THEIR OBLIGATIONS REGARDING THE
CONFIDENTIALITY OF THE LICENSED PRODUCT AND UPDATES, OR OF ANY OTHER EXISTING
OBLIGATIONS.

Payments Not Excused. Without limiting any of the provisions contained in Subsections a, b, and
c of this Section, in the event of termination as a result of Licensee’s failure to comply with any of
its obligations under this Agreement, Licensee shall continue to be obligated for any payments
due as of the date of termination. Termination of the license shall be in addition to and not in lieu
of any equitable remedies available to Licensor.

Indemnity
Licensor has the right, but not the obligation, to defend any action brought against Licensee to the extent
that it is based on a claim that the Licensed Product or any update of the Licensed Product used within
the scope of this Agreement infringes any patent, copyright, license, trade secret, or other proprietary
right, provided that Licensor is immediately notified in writing of such a claim. Licensor shall have the
right to control the defense of all such claims, lawsuits, and other proceedings, including the right to settle

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any such claim, lawsuit, or proceeding without Licensor’s prior written approval. Licensor shall have no
liability for any claim under this Section if a claim for patent, copyright, license, or trade secret
infringement is based on the use of a superseded or altered version of the Licensed Product if such
infringement would have been avoided by use of the latest unaltered version of the Licensed Product
available as an update.

Term
This Agreement is effective upon its acceptance and until terminated earlier by either party because of the default of
the other party in any obligation under this Agreement.  Termination of this Agreement does not terminate rights
and obligations under the Agreement.   

Renewal of Maintenance Agreement
The maintenance provisions granted under this Agreement as the Maintenance Agreement shall be automatically
renewed upon the payment of the annual Maintenance Fee(s) unless either party notifies the other in writing of an
intent to terminate at least sixty (60) days prior to the expiration date of that year’s Maintenance Agreement. In the
event no notice of termination is sent by either party, the Maintenance Agreement, its license and terms, shall be
renewed for the term set forth in Section 22.  If either party notifies the other of an election to terminate sixty (60)
days prior to the Maintenance Agreement’s expiration date, the license will terminate upon the expiration of the
Agreement. Failure to timely pay a maintenance fee constitutes termination of the License; thereupon any key to the
Licensed Product may self­terminate without notice. 

Limited Arbitration Rights

Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining
order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable
harm, the Licensor has the right to take any controversy or claim arising out of or relating to this
Agreement or to its breach shall be settled by an arbitration administered by the American Arbitration
Association and pursuant to its rules, in Dallas County, Texas, USA, and judgment upon the award
rendered in such arbitration may be entered in any court of competent jurisdiction.

Acknowledgements and Security Compliance

a. Valid Property, Licensor Owner. Licensee acknowledges the validity of rights in copy and
invention that are comprised in the Licensed Product, and also acknowledges that the Licensor is the
rightful owner of such rights and any derivative rights, whether based on present or future patents,
copyright registrations, common law, or government formality.
b. No-Circumvention. Licensee agrees to comply with the username and password
requirements of the sign-on screens. Licensee further agrees that any access of the program user
interface or any back-end database without such compliance constitutes an act of security measure
circumvention.

International Provisions
a. Export. The Licensed Product may not be transferred to or used in any country
prohibited by the United States Export Administration Act, or any other governmental regulation. Licensee
is responsible for import/export regulatory compliance.
b. Rights Legend. The Licensed Product is provided with “restricted rights” applicable to
private and public licenses alike. Use, duplication, or disclosure by the US Government is subject to the
provisions of this Agreement. All rights reserved.
c. Foreign Consumer End User. This license does not replace those rights guaranteed by a
governmental entity, unless such rights are modifiable. This Agreement applies only to the extent
permitted under the laws of the jurisdiction of the Licensee.

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Right to Audit
Licensor may audit Licensee at any time at Licensor’s expense. A site audit may be performed
upon five-business days notice. A remote audit may be performed upon a one-business day notice.

General

Complete Agreement, Amendment. Each party acknowledges that it has, with advice of counsel,
read this Agreement and any exhibits, understands them, and agrees to be bound by their terms,
and further agrees that they are the complete and exclusive statement of the agreement between
the parties which supersedes and merges all prior proposals, understandings, and all other
agreements, oral and written, between the parties relating to this Agreement. This Agreement may
not be modified or altered except by written instrument duly executed by both parties.

Notice. Any notice or other communication required or permitted in this Agreement shall be in
writing and shall be deemed to have been duly given on the day of service if served personally or
three (3) days after mailing if mailed by first class mail, registered or certified, postage prepaid,
and addressed as follows:
To Licensor: License Notice
Feedsoft, Inc.
14001 Dallas Parkway
Dallas, TX 75240
USA

To Licensee:   Your Address and/or email as entered during Registration, and as updated 
at www.feedsoft.com.

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Purchase Order. In the event of any conflict between the terrms and conditions of this Agreement
and the terms and conditions of any purchase order, the terms and conditions of this Agreement
shall control.

Governing Laws. This Agreement and performance under this Agreement shall be governed by
the laws of the State of Texas, and the laws of the United States of America, including Copyright
laws and the Digital Millennium Copyright Act.

Limitations Period. No action, regardless of form, arising out of this Agreement may be brought
by Licensee more than two (2) years after the cause of action has arisen.

Severability. If any provision of this Agreement is invalid under any applicable statute or rule of
law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and
enforceable to the maximum extent possible.

Assignment. Licensee may not assign or sublicense, without the prior written consent of
Licensor, its rights, duties, or obligations under this Agreement to any person or entity, in whole
or in part.  Nor may Licensee use the software to generate results that are used by another in their business.   

Assumption by Successor to Licensor. In the event of the acquisition of Licensor’s business,

software, or both by a third party, Licensor agrees to make such an acquisition subject to the
assumption of the terms of this Agreement by the third party.

Cessation of Business. Unless otherwise notified in writing, should Licensor cease doing
business for reasons other than the acquisition of the business or software by a third party and
should Licensor fail to notify Licensee in writing otherwise, the License granted in Section 2 of
this Agreement shall become a perpetual, nonexclusive, nontransferable license until otherwise
notified in writing by Licensor or a Successor Party. The provisions of Sections 4 and 5 of this
Agreement shall apply fully to such a license.

Waiver. The waiver or failure of Licensor to exercise in any respect any right provided for in this
Agreement shall not be deemed a waiver of any further right under this Agreement.

Headings. The headings appearing at the beginning of the several sections contained in this
Agreement have been inserted for identification and reference purposes only and shall not be
used in the construction and interpretation of this Agreement.