License Agreement LICENSE AGREEMENT

1 INTERPRETATION AND PRELIMINARY Unless a contrary intention clearly appears: 1.1 words importing:

1.1.1 any gender includes all others; 1.1.2 the singular include the plural and vice versa; and 1.1.3 natural persons include created entities (corporate or unincorporate) and the state and vice versa; 1.2 the following terms have the meanings assigned to them in this clause 1.2 and cognate expressions shall have corresponding meanings, namely: 1.2.1 “Acceptance Date” means the date on which this License Agreement is accepted by the Licensee in the manner contemplated in clause 2.5; 1.2.2 “Affiliate” means (with respect to any company, close corporation, trust or individual) any other company, close corporation, trust or individual which is related or controlled by or controls the first mentioned company, close corporation, trust or individual as described by section 2 of the Companies Act, 71 of 2008; 1.2.3 “Banting Group” means a group of Members on the Platform who are supported and guided by a “Banting Elite Certified Banter”; 1.2.4 “Business Day” means any day excluding Saturday, Sunday and a public holiday in the Republic of South Africa; 1.2.5 “Confidential Information” means: 1.2.5.1 the terms and conditions of this License Agreement; and 1.2.5.2 any other information disclosed by the Disclosing Party, including, but not limited to, Personal Information in respect of Members, information regarding each Party’s products, services, product designs, prices and costs, trade secrets, know how, inventions, development plans, techniques, processes, programs, schematics, software, data, customer lists, financial information, sales and marketing plans, business opportunities, personnel data, research and development activities, pre-release products and any other information in the context of this License Agreement which the Receiving Party knows or reasonably ought to know is confidential, proprietary or trade secret information of the Disclosing Party;

1.2.6 “Data Subject” means the person to whom Personal Information relates, as defined under POPI; 1.2.7 “Disclosing Party” means the Party disclosing Confidential Information; 1.2.8 “Effective Date” means the date on which the suspensive condition is fulfilled, as set out in clause 3; 1.2.9 “Intellectual Property” means without limitation, copyrights, patents, trade marks, designs or models, trade patterns, trade names, the Website, the Platform, all content on the Website and the Platform, and any other type of intellectual property and any rights to them (including applications for and rights to obtain or use same) and / or any other rights to intellectual property, in each case whether registered or unregistered; 1.2.10 “License” means the license granted by the Licensor to the Licensee to use and interact on the Platform with Members in his Banting Group(s), in accordance with the terms and conditions of this License Agreement; 1.2.11 “License Agreement” means this agreement; 1.2.12 “License Fee” means the amounts payable by the Licensee, as further set out in clause 7; 1.2.13 “Licensee” means the person who has been granted the License by the Licensor;

1.2.14 “Licensor” means Real Meal Revolution Proprietary Limited (South African Registration No. 2013/044207/07) whose physical address is 8 Wellington Walk, Wynberg, Cape Town, 7800, email: bantingelite@realmealrevolution.com, or such Affiliate as may be nominated, from time to time, by the Licensor, pursuant to clause 23.6.2; 1.2.15 “Members” means persons who have subscribed to the Platform; 1.2.16 “Operator” means a person who processes Personal Information for a Responsible Party in terms of a contract or mandate, without coming under the direct authority of that party, as defined in POPI; 1.2.17 “Parties” means the Licensor and the Licensee; 1.2.18 “PayPal” means the worldwide online payments system operated by PayPal Holdings, Inc; 1.2.19 “Peach Payments” means the registered systems operator and payment gateway in the Republic of South Africa operated by Peach Payment Services Proprietary Limited (South African Registration No. 2012/076633/07); 1.2.20 “Personal Information” means personal information, as defined under POPI; 1.2.21 “Platform” means the online educational dietary platform found on the Website, to which Members subscribe, which contains, among other things, recipes, meal plans, weight and nutrient tracking tools, forums and nutritional advice; 1.2.22 “POPI” means the Protection of Personal Information Act, 4 of 2013; 1.2.23 “Prescribed Training Course” means the “Banting Elite” training course prescribed by the Licensor; 1.2.24 “Prescribed Training Course Fee” means an amount payable by the Licensee, as further contemplated in clause 7; 1.2.25 “Receiving Party” means the Party receiving Confidential Information; 1.2.26 “Responsible Party” means a public or private body or any other person which, alone or in conjunction with others, determines the purpose of and means for processing Personal Information, as defined under POPI; 1.2.27 “Revenue” means the total sum of money generated from the Platform which has been invoiced and received by the Licensor from Members, exclusive of VAT; 1.2.28 “TNF” means The Noakes Foundation NPC (Registration No. 2014/070529/08); 1.2.29 “VAT” means value-added tax levied in terms of the Value-Added Tax Act, No. 89 of 1991; 1.2.30 “Website” means the websites located at the domain “realmealrevolution.com”; and

1.2.31 “Website Terms and Conditions” means the terms and conditions of use of the Website, which can be found on the Website; 1.3 reference to any legislation is to that legislation as at the Effective Date and as amended or re-enacted from time to time and includes any subordinate legislation made from time to time under such legislation. Any reference to a particular section in any legislation is to that section as at the Effective Date, and as amended or re-enacted from time to time and / or an equivalent measure in any legislation, provided that if as a result of such amendment, the specific requirements of a section referred to in this License Agreement are changed, the relevant provision of this License Agreement shall be read also as if it had been amended as necessary, without the necessity for an actual amendment; 1.4 if any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of this License Agreement; 1.5 when any number of days is prescribed in this License Agreement, the method for calculation shall be to exclude the first day and include the last day, unless the last day falls

on a day that is not a Business Day, in which case the last day shall be the next succeeding Business Day; 1.6 if figures are referred to in numerals and in words and if there is any conflict between the two, the words shall prevail; 1.7 if any term is defined within the context of any particular clause in this License Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this License Agreement, notwithstanding that the term has not been defined in this interpretation clause; 1.8 the rule of construction that a contract shall be interpreted against the Party responsible for the drafting or preparation of the contract, shall not apply; 1.9 any reference in this License Agreement to a Party shall include a reference to that Party’s assigns expressly permitted under this License Agreement and, if such Party is liquidated or sequestrated, be applicable also to and binding upon that Party’s liquidator or trustee, as the case may be; 1.10 the words “include”, “including” and “in particular” shall be construed as being by way of example or emphasis only and shall not be construed, nor shall they take effect, as limiting the generality of any preceding word(s); and 1.11 any reference in this License Agreement to any other agreement or document shall be construed as a reference to such other agreement or document as same may have been, or may from time to time be amended, varied, novated or supplemented.

2 INTRODUCTION 2.1 The Licensor owns and operates the Platform. 2.2 The intention is for Members to receive dietary support and guidance on the Platform from the Licensee. 2.3 In order to use the Platform for this purpose, the Licensor must grant the License to the Licensee. 2.4 This License Agreement regulates the terms on which the License is granted by the Licensor to the Licensee. 2.5 The Licensee, by ticking the tick box at the bottom of this page, confirms that he has read and understood the meaning and effect of this License Agreement and agrees to be bound by it. If the Licensee does not understand the meaning or effect of any of the clauses contained in this License Agreement, the Licensee must request that it be explained to him before accepting and concluding this License Agreement, by contacting email: bantingelite@realmealrevolution.com.

3 SUSPENSIVE CONDITION

3.1 This License Agreement, save for the provisions of this clause 3, clauses 7.1 to 7.3 (both inclusive), clauses 7.4, 7.5 and clauses 15 to 23 (both inclusive) which are of immediate force and effect, is subject to the fulfilment of the suspensive condition that the Licensee has attended and completed the entire Prescribed Training Course within the prescribed time and to the satisfaction of the Licensor. For the avoidance of doubt, if the Licensee fails to complete the entire Prescribed Training Course in accordance with this clause 3.1, he shall be entitled to start the Prescribed Training Course again on the next available date, at no additional cost. 3.2 Unless and until this suspensive condition is fulfilled, this License Agreement shall not become effective, save for the provisions of the clauses referred to in clause 3.1 which shall remain in force.

4 COMMENCEMENT AND DURATION

This License Agreement shall commence upon the Effective Date and will continue in force and effect until terminated by either Party in accordance with the terms of this License Agreement.

5 GRANTING OF THE LICENSE Upon the Effective Date: 5.1 the Licensor grants the License to the Licensee; and 5.2 the Licensee accepts the License.

6 TERMS OF THE LICENSE 6.1 The License is a revocable, non-transferable and non-exclusive license, granted by the Licensor to the Licensee, for the duration of this License Agreement, in accordance with the terms and conditions of this License Agreement. 6.2 If the Licensee is suspected of misconduct, which includes, but is not limited to, conduct which falls outside the vision and principles of the Licensor, as articulated to the Licensee during the Prescribed Training Course and training sessions contemplated in clauses 8.7 and 9.4: 6.2.1 the License may be immediately suspended by the Licensor upon written notice to the Licensee; and 6.2.2 pending the outcome of a hearing to be conducted by the Licensee and TNF, the License may be revoked by the Licensor. 6.3 In addition to the revocation contemplated in clause 6.2.2, the License may also be revoked by the Licensor, at any time during this License Agreement, if the Licensee fails to pay the License Fee in accordance with clause 7.

7 PRESCRIBED TRAINING COURSE FEE AND LICENSE FEE 7.1 The once-off, non-refundable Prescribed Training Course Fee is payable by the Licensee to the Licensor as consideration for the Prescribed Training Course. 7.2 The Licensee shall not be entitled to commence the Prescribed Training Course until the Prescribed Training Course Fee has been received, in full, by the Licensor. 7.3 The Prescribed Training Course Fee referred to in clause 7.2, must be paid: 7.3.1 in 1 (one) instalment within 30 (thirty) days of the Acceptance Date; and 7.3.2 before the training program commencement date. 7.4 While no License Fee is payable by the Licensee before the first anniversary of the Effective Date, thereafter annual payments of the License Fee must be made by the Licensee to the Licensor:

7.4.1 being an amount communicated to Certified Banters within three months of the expiration of their initial and subsequent licences, subject to clause 7.7; 7.4.2 as consideration for the granting of the License; 7.4.3 on each anniversary of the Effective Date. 7.5 All payments referred to in this clause 7 shall be made: 7.5.1 in respect of payments from a Licensee within the Republic of South Africa: 7.5.1.1 into the following bank account: First National Bank Account name: Real Meal Revolution Proprietary Limited Account type: Business Check Account Account number: 624 683 269 99 Branch code: 250 655; or 7.5.1.2 by means of a credit card using Peach Payments; or 7.5.1.3 via PayPal; 7.5.2 in respect of payments from a Licensee outside of the Republic of South Africa, via PayPal only.

7.6 All payments referred to in this clause 7 must be made without set-off or deduction of any kind. 7.7 During the course of the month of March, each year, the License Fee may be reviewed by the Licensor and any changes will be communicated to the Licensee in writing. 7.8 Any changes to the License Fee in accordance with clause 7.7 shall only become effective, at the earliest, on the 1st (first) of June of each year, subject to the Licensee’s right to terminate this License Agreement in accordance with clause 13.1.2 if the Licensee does not wish to accept such changes.

8 ADDITIONAL LICENSEE ENTITLEMENTS In addition to the License, the Licensee shall also: 8.1 receive a pack of documentation branding the Licensee as a “Banting Elite Certified Banter”; 8.2 receive a profile on the Platform for the purpose of engaging with Members and forming his Banting Group(s); 8.3 have all administration matters such as payments, accounts and membership subscriptions managed by the Licensor, on behalf of the Licensee; 8.4 receive all of the relevant content, including meal plans and meal tracking tools from the Licensor, for the purposes of providing support and guidance on the Platform to his Banting Group(s); 8.5 be provided with a profile on the Website, by the Licensor, for the purposes of: 8.5.1 advertising the Licensee as a “Banting Elite Certified Banter” to lead the Banting Groups; 8.5.2 posting Member reviews; and 8.5.3 keeping updated information regarding Members; 8.6 receive marketing support from the Licensor through the Licensor’s marketing of the Website and its brand as a whole; 8.7 receive optional free training / refresher courses administered by the Licensor; and 8.8 be recognised as a “Banting Elite Certified Banter” by TNF.

9 OBLIGATIONS of the licensee The Licensee shall: 9.1 be bound by the Website Terms and Conditions, in addition to and read with the terms of this License Agreement, subject to clause 23.2;

9.2 only provide guidance and support to Members on the Platform and shall not dispense medical advice, make diagnoses or treat medical conditions in respect of any Members, in any manner or form, whatsoever; 9.3 be responsible for promoting and managing his own profile on the Platform, for which the Licensor takes no responsibility; 9.4 be required to participate in the mandatory training / refresher courses administered by the Licensor, from time to time, which may or may not be at an additional cost to the Licensee; 9.5 uphold the Licensor’s brand and not bring its name into disrepute; 9.6 ensure nothing offensive is included on his profile on the Platform; and 9.7 treat all content on his profile and / or the Platform as Confidential Information.

10 RATING OF BANTING GROUPS 10.1 The Licensee may be evaluated by his Banting Group(s), the results of which may be published on the Website. 10.2 The Licensee expressly consents to being evaluated in the manner contemplated in clause

11 COMMISSION 11.1 The Licensor receives all Revenue generated from the Platform.

11.2 Of the monthly Revenue generated per Banting Group of which the Licensee is the “Banting Elite Certified Banter”: 11.2.1 the Licensor shall retain 35% (thirty five percent) as a management fee for providing the Platform and related services set out in this License Agreement; 11.2.2 the Licensor shall pay to the Licensee an amount equal to 65% (sixty five percent). 11.3 During the course of the month of March, each year, the percentages of Revenue contemplated in clause 11.2 may be reviewed by the Licensor and any changes will be communicated to the Licensee in writing. 11.4 Any changes to the percentages of Revenue contemplated in clause 11.2, in accordance with clause 11.3, shall only become effective, at the earliest, on the 1st (first) of June, each year, subject to the Licensee’s right to terminate this Agreement in accordance with clause 13.1.2 if the Licensee does not wish to accept such changes. 11.5 The Licensee shall receive: 11.5.1 a monthly statement from the Licensor, within the first 10 (ten) days of each month, containing the prior month’s Revenue report; 11.5.2 the commission payments contemplated in clause 11.2, monthly, within 30 (thirty) days of the statement referred to in clause 11.5.1, into the bank account nominated by him . 11.6 The Licensee expressly acknowledges that there is no guarantee that he will attract Members to his Banting Group(s) and that any Revenue will be generated from the Platform. 11.7 The Licensee shall not be entitled to any commission contemplated in clause 11.2 which has accrued while the License is suspended in terms of clause 6.2.1. 11.8 Any disputes between the Parties concerning the quantum of the commission payments contemplated in clause 11.2 shall be referred to the Licensor’s auditors, who shall make a final and binding written determination for the purposes of resolving the matter.

12 RESTRICTIONS ON THE LICENSEE 12.1 The Licensee may only operate and engage on the Platform with persons who have joined the Platform as Members. 12.2 While the Licensee is not restrained, subject to clause 12.3, from conducting any business outside of this License Agreement, any products or services which the Licensee endorses or promotes under his title as a “Banting Elite Certified Banter” which is not a product or service provided by the Licensor or the Licensor’s Affiliates, must be endorsed or promoted with the explicit statement that the Licensor does not endorse any third party products or services.

12.3 The Licensee undertakes that neither he nor any company, close corporation, firm, undertaking or concern in or by which he is directly or indirectly (and whether for reward or otherwise), interested or engaged or concerned will at any time, for the duration of this License Agreement and 6 (six) months after the termination of this License Agreement, directly or indirectly procure or induce or endeavour to procure or induce, any Members to unsubscribe from the Platform, or attempt to do so. 12.4 The Licensee agrees that the undertaking in clause 12.3 is: 12.4.1 given for the benefit of the Licensor and may be enforced by the Licensor; 12.4.2 agreed to by the Parties as equal negotiating parties; 12.4.3 fair and reasonable as between the Licensee on the one hand and the Licensor on the other; and 12.4.4 the only effective, reasonable manner in which the Licensor’s rights in respect of its business and Members can be protected, the Licensee being in possession of or having knowledge of or access to information regarding the Members. 12.5 The Parties agree that the Conventional Penalties Act, No. 15 of 1962 shall apply to this License Agreement.

12.6 The Licensee acknowledges that the Licensor will suffer financial harm and loss if he breaches the provisions of this clause 12, and in the event of a breach by the Licensee of this clause 12, by way of an act, omission or otherwise, the Licensor shall be entitled, at its election, to claim a penalty amount from the Licensee in an amount equal to 25% (twenty five percent) of the Revenue generated from the Licensee’s Banting Group(s) between the Effective Date and the date the breach occurred. Upon any such breach, the Licensor shall be entitled to enforce the restraint in question and / or the penalty, in its sole discretion, without prejudice to its other rights in this License Agreement or in law.

13 TERMINATION OF THIS LICENSE AGREEMENT 13.1 This License Agreement shall terminate: 13.1.1 immediately upon a revocation of the License, as contemplated in clauses 6.2.2 or 6.3; or 13.1.2 upon at least 40 (forty) days’ written notice of termination, by either Party to the other Party, at any point in time for any reason or no reason or for its own convenience. 13.2 On the date on which this License Agreement terminates in accordance with clause 13.1, or is cancelled in accordance with clause 20: 13.2.1 the Licensee shall automatically no longer be a “Banting Elite Certified Banter” or recognised by TNF; 13.2.2 the Licensee shall immediately delete all electronic copies and destroy all hard copies of all Confidential Information in his possession; and 13.2.3 the Licensor shall refund to the Licensee the pro-rata portion of the annual License Fee paid in accordance with clause 7.4, for the remaining months for which the License is no longer available. 13.3 The refund contemplated in clause 13.2.3 shall be paid by the Licensor no later than 5 (five) days from the date on which this License Agreement terminates. 13.4 Subject to clause 13.5, the termination of this License Agreement shall not affect any liabilities or obligations, including, without limitation, the indemnification obligations, which arose pursuant to the terms of this License Agreement prior to the termination of this License Agreement. 13.5 In the event of a termination of this License Agreement in accordance with its terms, the Licensee shall not be entitled to the commission contemplated in clause 11.2.3 accrued in the month prior to the termination of this License Agreement, if any, unless: 13.5.1 such termination is by the Licensor in accordance with clause 13.1.2; or 13.5.2 such termination is by the Licensee in accordance with clauses 7.8 or 11.4.

14 INVENTIONS, DISCOVERIES AND COPYRIGHT Any Intellectual Property, discovery or invention or secret process or improvement in procedure made or discovered by the Licensee in the course and scope of using the License in the context of the Platform, in connection with or in any way affecting or relating to the business of the Licensor or capable of being used or adapted for use by the Licensor or in connection with its business, shall be disclosed to the Licensor and shall belong to and be the absolute property of the Licensor. To the extent necessary, the Licensee hereby unconditionally and irrevocably assigns all rights to the Intellectual Property, discovery or invention or secret process or improvement in procedure to the Licensor.

15 Confidentiality 15.1 The Receiving Party is obliged to treat all Confidential Information as confidential. In addition, the existence and terms of this License Agreement shall not be disclosed by any Party to any third party without the consent of the other Party, except as may be required by law. 15.2 The Receiving Party may use the Confidential Information exclusively in relation to this License Agreement. 15.3 The Receiving Party shall only disclose Confidential Information to its employees and contractors who (i) have a need to access such Confidential Information solely for the purposes of this License Agreement, and (ii) have been advised of the obligations of confidentiality and are under obligations of confidentiality substantially similar to those set out in this License Agreement. 15.4 The Receiving Party shall have no obligation to retain as confidential any information which: 15.4.1 was legally in its possession or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party; 15.4.2 is, or subsequently becomes, legally and publicly available without breach of this License Agreement; or 15.4.3 is legally obtained by the Receiving Party from a third party source without any obligation of confidentiality. 15.5 Subject to clause 15.4, the confidentiality obligations of the Receiving Party shall be perpetual and will survive the termination or expiry of this License Agreement. 15.6 The Receiving Party may disclose Confidential Information pursuant to a valid order issued by a court or government agency, provided that the Receiving Party provides the Disclosing Party: 15.6.1 prior written notice of such obligation; and 15.6.2 the opportunity to oppose such disclosure or obtain a protective order. 15.7 This entire clause 15 is subject to the provisions of clause 16.

16 PROCESSING OF PERSONAL INFORMATION 16.1 The Parties agree that any breach of this clause 16 will be a material breach of this License Agreement. 16.2 The Parties acknowledge that as a result of performance of this License Agreement, or otherwise in their dealings, Personal Information (in various forms) of the Licensor and the Members may be accessed, viewed and processed by the Licensee.

16.3 The Parties acknowledge and agree that they have familiarised themselves with the requirements of POPI and will attempt compliance with the provisions of POPI in their dealings. 16.4 For the purposes of POPI: 16.4.1 the Licensor shall be the Responsible Party in relation to any Personal Information that the Licensee receives from the Licensor or any other third party for processing on the Licensor’s behalf in the course of performing in terms of this License Agreement; and 16.4.2 the Licensee shall be an Operator mandated by the Licensor to process Personal Information in terms of this License Agreement and will reasonably comply with all requirements relating to Operators as prescribed by POPI. 16.5 If the Licensee is not domiciled in the Republic of South Africa, the Licensee understands that it will still be bound by the requirements as set out in this clause 16 and POPI and the Licensee may also be bound by local data protection laws applicable in his jurisdiction. 16.6 The Licensee agrees to not process or share any Personal Information received pursuant to this License Agreement for any purpose other than for the purposes of performing in terms of this License Agreement, unless the Licensor provides written consent to the Licensee to process the Personal Information for any other purpose. 16.7 The Licensee agrees to only process Personal Information in a manner that is adequate, relevant and not excessive for purposes of performing in terms this License Agreement.

16.8 The Licensee acknowledges and agrees that any Personal Information received pursuant to the performance of this License Agreement will remain the exclusive property of the Licensor, unless agreed otherwise.

16.9 Unless otherwise instructed by the Licensor, the Licensee may only transfer Personal Information to a foreign country if such transfer will comply with the applicable requirements of POPI relating to transfer of Personal Information to a foreign country. This includes, but is not limited to, a transfer of Personal Information to a foreign country for purposes of storing or archiving the Personal Information. 16.10 In the event of a suspected security breach or reasonable reason to believe that the Licensee is not complying with his obligations in terms of this clause, and subject to applicable confidentiality undertakings, the Licensor shall be entitled to inspect and audit the Licensee’s processing procedures relating to Personal Information received pursuant to the performance of this License Agreement, at any reasonable time with prior written notice. 16.11 The Licensee shall notify the Licensor immediately, and follow all instructions from the Licensor in response to such notification, when any one of the following events occurs: 16.11.1 where there are reasonable grounds to believe that a security breach has occurred, or that a security breach is anticipated in respect of the Licensee that could result in the unauthorised access to the Personal Information received pursuant to the performance of the License Agreement by any unauthorised person (together with full details of the breach, anticipated breach and all steps taken in response to it); 16.11.2 where a request or complaint is received from a Data Subject (together with the full details of the request or complaint). 16.12 The Licensee warrants that: 16.12.1 it shall take reasonable technical and organisational measures to prevent loss of, damage to, unauthorised destruction of, or unauthorised access to Personal Information received pursuant to the performance of this License Agreement; and 16.12.2 will otherwise comply with the provisions of this clause 16. 16.13 Unless otherwise agreed, the Licensee shall permanently destroy, delete or return all Personal Information received pursuant to the performance of this License Agreement immediately upon the termination of this License Agreement or at any other time requested by the Licensor.

17 LIMITATION OF LIABILITY The Licensor shall not, under any circumstances, be liable to the Licensee for any costs, claims, damages (including, without limitation, indirect, extrinsic, special, penal, punitive, exemplary or consequential loss or damage of any kind), penalties, actions, judgments, suits, expenses, disbursements, fines or other amounts which the Licensee may sustain or suffer (or with which the Licensee may be threatened) as a result of, whether directly or indirectly, any act or omission in the course of or in connection with the implementation of this License Agreement or in the course of the discharge or exercise by the Parties or their employees, agents, professional advisors or delegates of their obligations or rights in terms of this License Agreement or the termination of this License Agreement for any reason.

18 INDEMNITY The Licensee hereby indemnifies and holds harmless the Licensor and / or TNF (including their respective shareholders, directors and employees, in whose favour this constitutes a stipulation capable of acceptance in writing at any time) against any claim by any third party for any costs, damages (including, without limitation, indirect, extrinsic, special, penal, punitive, exemplary or consequential loss or damage of any kind), penalties, actions, judgements, suits, expenses, disbursements, fines or other amounts arising, whether directly or indirectly, from a breach of this License Agreement by the Licensee or as a result of any wilful and / or negligent acts or omissions of the Licensee while acting in the course and scope of its performance in terms of this License Agreement.

19 ADDRESS FOR SERVICE 19.1 The Parties choose as their address for service for all purposes under this License Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature, the following addresses: 19.1.1 in respect of the Licensee, the addresses provided by the Licensee to the Licensor; and 19.1.2 in respect of the Licensor, the addresses described in the definition section, clause 1. 19.2 Any notice or communication required or permitted to be given in terms of this License Agreement shall be valid and effective only if in writing, which shall include giving notice by e-mail. 19.3 Any Party may by notice to any other Party, change the physical address, postal address or e-mail address chosen as its address for service to another address, provided that the change shall become effective on the 7th (seventh) day from the receipt of the notice by the addressee. 19.4 Any notice to a Party: 19.4.1 sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at an address chosen in clause 19.1 to which post is delivered shall be deemed to have been received on the 7th (seventh) day after posting (unless the contrary is proved); 19.4.2 delivered by hand to a responsible person during ordinary business hours at the physical address chosen in clause 19.1 shall be deemed to have been received on the day of delivery; or 19.4.3 sent by e-mail to its chosen e-mail address stipulated in clause 19.1, shall be deemed to have been received on the date of sending (unless the contrary is proved). 19.5 Notwithstanding anything to the contrary set out in this clause 19, a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen address.

20 BREACH

Subject to clause 17, if any Party breaches any material provision or term of this License Agreement (other than those which contain their own remedies or limit the remedies in the event of a breach thereof) and fails to remedy such breach within 14 (fourteen) days of receipt of written notice requiring it to do so then the aggrieved Party shall be entitled without notice, in addition to any other remedy available to it at law or under this License Agreement, including obtaining an interdict, to cancel this License Agreement or to claim specific performance of any obligation whether or not the due date for performance has arrived, in either event without prejudice to the aggrieved Party’s right to claim damages.

21 GOVERNING LAW AND SUBMISSION TO JURISDICTION 21.1 This License Agreement and any matter arising from this License Agreement shall be governed by and interpreted in accordance with the laws of the Republic of South Africa. 21.2 The Parties hereby consent and submit to the exclusive jurisdiction of the Western Cape High Court in respect of any litigation arising in terms of this License Agreement, subject to the provisions of clause 22.

22 ARBITRATION 22.1 Other than in respect of those provisions of this License Agreement which provide for their own remedies, which would be incompatible with arbitration, a dispute which arises in regard to: 22.1.1 the interpretation of; 22.1.2 the carrying into effect of; 22.1.3 any of the Parties’ rights and obligations arising from; 22.1.4 the termination or purported termination of or arising from the termination of; or 22.1.5 the rectification or proposed rectification of, this License Agreement, or out of or pursuant to this License Agreement, (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction), shall be submitted to and decided by arbitration. 22.2 That arbitration shall be held: 22.2.1 with only the Parties and their representatives present; 22.2.2 at Cape Town. 22.3 It is the intention that the arbitration shall, where possible, be held and concluded in 21 (twenty one) days after it has been demanded. The Parties shall use their best endeavours to procure the expeditious completion of the arbitration. 22.4 The arbitration shall be subject to the arbitration legislation for the time being in force in the Republic of South Africa.

22.5 The arbitrator shall be an impartial admitted attorney, whether practising or non-practising of not less than 10 (ten) years standing appointed by the Parties or, failing agreement by the Parties within 14 (fourteen) days after the arbitration has been demanded, at the request of either of the Parties shall be nominated by the President (or his nominee) for the time being of the Cape Law Society (or its successor body in the Western Cape), following which the Parties shall immediately appoint such person as the arbitrator. If that person fails or refuses to make the nomination, any Party may approach the High Court of the Republic of South Africa to make such an appointment. To the extent necessary, the court is expressly empowered to do so. 22.6 The Parties shall keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential. 22.7 The arbitrator shall be obliged to give his award in writing, fully supported by reasons. 22.8 The provisions of this clause 22 are severable from the rest of this License Agreement and shall remain in effect even if this License Agreement is terminated for any reason. 22.9 The arbitrator shall have the power to give default judgment if any Party fails to make submissions on the due date and / or fails to appear at the arbitration. 22.10 The arbitrator’s award shall be final and binding on the Parties. 22.11 The costs of any venue, arbitrator’s remuneration, recording, transcription and other costs and expenses ancillary to the hearing shall be borne by the Parties in equal shares and shall be recoverable, as costs in the cause under the provisions of any award. The Parties, together with the arbitrator will agree from time to time on the arbitrator’s remuneration, which will be paid by the Parties in equal shares, upon receipt of invoices.

23 General 23.1 All payments in terms of this License Agreement shall be made in Rands and shall, where necessary, be converted at the time of payment. 23.2 The provisions of this License Agreement shall prevail over the Website Terms and Conditions in the event of any conflict between the Website Terms and Conditions and this License Agreement. 23.3 This License Agreement constitutes the whole agreement between the Parties relating to the subject matter of this License Agreement and supersedes any other discussions, agreements and / or understandings regarding the subject matter of this License Agreement. 23.4 No amendment or consensual cancellation of this License Agreement and no settlement of any disputes arising under this License Agreement and no extension of time, waiver or relaxation or suspension of or agreement not to enforce or to suspend or postpone the enforcement of any of the provisions or terms of this License Agreement shall be binding, unless recorded in a written document signed by the Parties (or in the case of an extension of time, waiver or relaxation or suspension, signed by the Parties granting such extension, waiver or relaxation).

23.5 To the extent permissible by law, the Licensor shall not be bound by any express or implied or tacit term, representation, warranty, promise or the like not recorded in this License Agreement, whether it induced the contract and / or whether it was negligent or not. 23.6 The Licensee: 23.6.1 shall not be entitled to cede his rights or delegate his obligations in terms of this License Agreement without the express prior written consent of the Licensor; and 23.6.2 expressly consents to the assignment of this License Agreement by the Licensor to any of the Licensor’s Affiliates. 23.7 The Parties agree that: 23.7.1 neither Party is a partner or agent of the other Party; 23.7.2 neither Party will have any right, power, or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party; 23.7.3 this License Agreement will not be interpreted or construed to create an association, joint venture, or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party. 23.8 Any provision in this License Agreement which is or may become illegal, invalid or unenforceable shall be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this License Agreement, without invalidating the remaining provisions of this License Agreement. 23.9 No part of this License Agreement shall constitute a stipulation in favour of any person who is not a party to this License Agreement, other than the stipulation contained in clause 18.

23.10 This License Agreement shall be fully executed upon the Licensee ticking the tick box at

the bottom of this page.