ECONOMETRICS USER LICENSE AGREEMENT

IMPORTANT notice: ridley IS WILLING TO LICENSE THE hosted system to customer ONLY IF customer ACCEPTs THE TERMS and conditions IN THIS AGREEMENT.

PLEASE READ THE TERMS AND CONDITIONS OF THIS ECONOMETRICS USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY. BY CLICKING ON THE "ACCEPT" BUTTON BELOW, ACCESSING OR OTHERWISE USING ANY PART OF THE HOSTED SYSTEM, CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND CUSTOMER AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE, CUSTOMER SHOULD CLICK ON THE "DO NOT ACCEPT" BUTTON BELOW, CEASE USE OF THE HOSTED SYSTEM AND, ON NOTIFICATION TO RIDLEY, CUSTOMER WILL RECEIVE A FULL REFUND OF THE FEES PAID FOR USE OF THE HOSTED SYSTEM SUBJECT TO ANY FEES DUE FOR SERVICES RENDERED BY RIDLEY. IF CUSTOMER CLICKS ON THE “DO NOT ACCEPT” BUTTON, CUSTOMER WILL BE DENIED ALL ACCESS TO AND USE OF THE HOSTED SYSTEM.

This Agreement constitutes a legal agreement between you, either an individual or a legal entity, (“Customer”) and Hubbard Feeds, Inc. dba Ridley Feed Ingredients, a Minnesota corporation having a place of business at 424 Riverfront Drive, Mankato, MN 56002 (“Ridley”). Its terms and conditions govern Customer’s license of hosted software products and system from Ridley.

1. Definitions.

Terms used in this Agreement are defined in the context in which they are first used or have the meaning stated below in this Section 1.

1.1 “Hosted System” shall mean the user-level access via HTTP and/or HTTPS to the Software. Hosted System excludes access to the physical servers, the source code for the Software and/or any administrative function of the Software.

1.2 “Software” shall mean the matrix econometrics software accessible hereby including the database contained therein, any user documentation related thereto, and all code fixes and other updates provided in relation thereto.

1.3 “User Data” shall mean all data input into the Hosted System by Ridley for Customer or by Customer or output by the Hosted System in the form of reports or data streams for Customer.

2. License Grant. The Hosted System may be accessible only through a password that limits Customer’s usage to that which has been agreed to and paid for by Customer. Provided Customer has paid all applicable fees, accessed the Hosted System using the password provided to Customer, and otherwise complied with the terms and conditions of this Agreement, Ridley grants the applicable license set forth below:

2.1 Evaluation License. The terms of this Section 2.1 are applicable to Customer if Customer has obtained an evaluation license to the Hosted System, as specified in Ridley’s quotation or invoice or schedules executed by the parties, to which this Agreement forms part (“Quotation”). Ridley hereby grants to Customer a nonexclusive, non-transferable, non-sublicensable, terminable and limited license, to use, access, and display the Hosted System for internal business purposes remotely via the Internet (i) in order to input User Data so that Ridley can process such User Data for Customer on a service bureau basis, or, (ii) in order to input online User Data so that Customer may process its User Data itself, all for evaluation and trial purposes only to determine the capabilities of the Hosted System. This evaluation license begins upon access to the Hosted System and terminates upon the earlier of (a) expiration of ninety (90) days from such access or such longer period as may be specified in the Quotation, and (b) Customer’s conversion of an evaluation license to a full use license by payment of the applicable fees to Ridley specified in the Quotation, unless Ridley has agreed in writing to extend the duration of the evaluation period.

2.2 Full Use License. The terms of this Section 2.2 are applicable to Customer if Customer has purchased a full use license to the Hosted System, as specified in the Quotation. Ridley hereby grants to Customer a nonexclusive, non-transferable, non-sublicensable, terminable and limited license, to use, access, and display the Hosted System for internal business purposes remotely via the Internet (i) in order to input User Data so that Ridley can process such User Data for Customer on a service bureau basis, or, (ii) in order to input online User Data so that Customer may process its User Data itself.

3. Restrictions on Use. Customer shall not reproduce, modify or create derivative works of the Hosted System, or any component thereof or attempt to reverse engineer, reverse translate, decode, decompile, disassemble or access the source code for the Hosted System (including without limitation the Software), loan, lease, sell, sublicense, resell, distribute, assign or otherwise transfer the Hosted System to any third party, including an assignment by operation of law, or use the Hosted System for the benefit of any third parties.

4. Services. If Customer desires Ridley to perform processing services (“Services”) for Customer using the Hosted System, Customer may order such Services by delivering an order to Ridley. Ridley shall contact Customer with any changes within three business days of receipt of an order. If Ridley does not contact Customer within such three day period, the order shall be deemed to be rejected by Ridley. Ridley shall perform the agreed upon Services, subject to the terms and conditions set forth in the Quotation (including this Agreement). Except for the identification of the Services, the Quotation (including this Agreement) sets forth the exclusive contract terms between the parties and shall apply to all orders for Services. Ridley rejects any terms in any orders submitted by Customer or other Customer documents which are different from or additional to the provisions hereof, and no such terms shall be binding upon Ridley notwithstanding Ridley’s acceptance and performance of Services ordered.

5. Fees. Customer shall pay to Ridley the applicable then-current monthly fee in exchange for the applicable license grant (whether evaluation or full use) and the Services performed. Customer shall pay the fees due within thirty (30) days from the date of Ridley’s invoice. Past due invoices shall bear interest at a rate determined by Ridley from time to time, but in no event shall said interest exceed eighteen percent (18%) per annum.

6. Ownership. Customer acknowledges and agrees that Ridley and/or its licensors retain ownership of all right, title and interest (including, all patent, copyright, trademarks, trade secret and other intellectual property rights) in and to, the Hosted System (including without limitation the Software but excluding User Data), and that Customer shall have no rights in and to the Hosted System except those expressly granted under this Agreement. Ridley agrees that Customer shall retain ownership of all rights, title and interest in and to the User Data, except that Ridley and its licensors may use the User Data as necessary to perform in accordance with the terms of this Agreement including hosting the User Data in the Hosted System. Customer hereby grants to Ridley and its licensors a nonexclusive, perpetual, irrevocable, royalty-free, worldwide license to modify the User Data to be in a non-personally identifiable format and to use such reformatted User Data for the purposes of improving the Hosted System and marketing the system to others.

7. User ID. Customer will be issued passwords and userIDs (each an “ID”) for access to and use of the Hosted System based on the number of single feed mills owned or controlled by Customer. Customer may use any password and ID issued to it to access and use the Hosted System and User Data only as expressly permitted under this Agreement. Customer will be responsible for complying with and for preserving the confidentiality of its passwords and ID and it shall be liable for any use of its passwords and ID to access or use the Hosted System or User Data, whether or not it knows of such access or use. Customer agrees to immediately notify Ridley of any known or suspected unauthorized use of its password or ID.

8. Customer Warranties. Customer represents and warrants that: (a) it will not, and it will cause its employees not to, register under the name of, or attempt to enter or use the Hosted System under any ID other than the issued IDs; (b) it will and it will cause its employees to comply with the terms and conditions of this Agreement and the Quotation; (c) it has the right to input the User Data delivered by Customer directly into the Hosted System or through Ridley; (d) it has full authority to accept and perform this Agreement; (e) this Agreement has been duly accepted by Customer and constitutes a legal, enforceable and binding obligation on Customer; and (f) it has adequate legal capacity and authorization to accept this Agreement.

9. Ridley’s Limited Warranty Applicable to Full Use License Only. Ridley warrants to Customer throughout the term of the full use license that the Hosted System will function substantially in accordance with the specifications therefor. Customer’s sole remedy and Ridley’s sole liability for any breach of the foregoing warranty shall be for Ridley to use commercially reasonable efforts to rectify any defect in the Hosted System.

10. DISCLAIMER OF WARRANTIES.

10.1 Disclaimer of Warranties for Evaluation License. If the Hosted System is made available under an evaluation license, it is licensed on an “AS IS” basis without warranties of any kind.

10.2 Disclaimer. EXCEPT AS SET FORTH IN SECTION 9, THE HOSTED SYSTEM AND ACCESS TO CUSTOMER’S USER DATA ARE LICENSED TO CUSTOMER AND THE SERVICES ARE PERFORMED FOR CUSTOMER "AS IS" WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND WITHOUT ANY WARRANTIES ARISING UNDER COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED AND EXCLUDED. RIDLEY AND ITS LICENSORS DO NOT WARRANT TO CUSTOMER THAT THE HOSTED SYSTEM AND USER DATA WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE HOSTED SYSTEM WILL BE CORRECTED.

11. Indemnification. Customer shall indemnify, defend and hold harmless Ridley and its respective officers, directors, employees, agents, successors, licensors, and assigns from and against any and all losses, liabilities, obligations, risks, expenses, damages, awards, judgments, settlements, and costs, including without limitation reasonable attorneys’ fees, resulting from or connected with any claim, suit, proceeding, or action brought or made by a third party arising from, based upon, or related to any actual or alleged: (a) breach of any of Customer’s representations, warranties or covenants set forth in this Agreement; (b) property damage or injury caused by Customer’s negligence or willful misconduct; or (c) misappropriation or disclosure by Customer of any of the Confidential Information except as permitted in this Agreement.

12. LIMITATION OF LIABILITY. IN NO EVENT SHALL RIDLEY OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, TREBLE OR PUNITIVE DAMAGES OR OTHER SIMILAR DAMAGES (SUCH AS LOST PROFITS, LOSS OF USE OR REVENUE, BUSINESS INTERRUPTION OR LOSS OF DATA) IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR USE OR PERFORMANCE OF THE HOSTED SYSTEM OR USER DATA, WHETHER ANY CLAIM THEREFOR IS BASED UPON CONTRACT, NEGLIGENCE OR TORT (INCLUDING STRICT LIABILITY) OR ANY OTHER THEORIES OF LIABILITY. IN NO EVENT SHALL RIDLEY OR ITS LICENSORS BE LIABLE TO CUSTOMER UNDER THIS AGREEMENT OR THE QUOTATION, REGARDLESS OF THE FORM OF CLAIM OR ACTION, IN AN AGGREGATE AMOUNT THAT EXCEEDS THE TOTAL FEES PAID BY CUSTOMER HEREUNDER. THIS LIMITATION OF LIABILITY PROVISION CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND RIDLEY WOULD NOT LICENSE THE HOSTED SYSTEM TO CUSTOMER OR PERFORM THE SERVICES FOR CUSTOMER WITHOUT SUCH LIMITATION. THIS LIMITATION OF LIABILITY CLAUSE SHALL SURVIVE EVEN IF THE EXCLUSIVE REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

13. Confidentiality. Any information or materials provided by Ridley to Customer, including, without limitation, the Hosted System but excluding any of the Customer’s User Data shall be considered Ridley’s confidential and proprietary information (“Confidential Information”). Customer shall protect the Confidential Information from unauthorized use or disclosure during the term of this Agreement and thereafter, and Customer shall not disclose to any third party other than employees who have a “need to know” such Confidential Information except as expressly permitted hereunder. Customer shall, and shall cause its employees to, only use the Confidential Information as expressly permitted here. Information shall not be considered Confidential Information if it (a) at the time of disclosure is generally known to the public without violation of this Agreement or thereafter becomes public knowledge without fault by Customer; (b) has been legally obtained from a third party (not Customer’s employees) without obligation to Ridley; or (c) has been independently developed without use of or reliance on the Confidential Information. Customer agrees that any breach of Sections 2, 3 or 10 would cause irreparable harm to Ridley and Ridley could not be fully compensated by money damages. Accordingly, Customer specifically agrees that Ridley shall be entitled to seek temporary and permanent injunctive relief to enforce the provisions of Sections 2, 3 and 10. This provision with respect to injunctive relief shall not, however, diminish the right of Ridley to claim and recover damages in addition to injunctive relief.

14. Term; Termination. If Customer has acquired an evaluation license, then the license shall commence on acceptance of this Agreement by Customer and shall continue on a successive month-to-month basis thereafter for the evaluation term described in Section 2.1, unless earlier terminated as set forth herein, and this Agreement shall terminate on expiration or termination of the evaluation license unless Customer has converted the evaluation license to a full use license by payment of the applicable fees to Ridley specified in the Quotation. If Customer has acquired a full use license, then the license shall commence on the earlier of acceptance of this Agreement by Customer, or payment of the applicable fees to convert from an evaluation license to a full use license, as applicable, and shall continue on a successive month-to-month basis thereafter until terminated as set forth herein, and this Agreement shall terminate on termination of the full use license. Either party may terminate this Agreement, and the applicable license, at any time, with or without cause, upon thirty (30) days written notice to the other party. In addition, Ridley may immediately terminate this Agreement, without notice, if and when Customer fails to comply with the terms hereof, or if Customer fails to make timely payments of the fees due. This Agreement shall automatically terminate when Ridley ceases to have the right to use the Hosted System. Upon any termination of this Agreement, Customer’s license to the Hosted System (other than its User Data) shall automatically terminate, Customer’s ID shall be immediately disabled and Customer must destroy any and all copies it has of the Hosted System other than the User Data, in whole or in part, in all forms and formats. This and the prior sentence and the provisions of the Sections entitled “Restrictions on Use,” “Fees,” “Ownership,” “Disclaimer of Warranties,” “Limitation of Liability,” “Confidential Information,” and “Miscellaneous” hereof shall survive the expiration or any termination of this Agreement.

15. Miscellaneous. The failure of either party to this Agreement to enforce at any time any of its provisions shall not be construed as a waiver of such provision or of the right of such party thereafter to enforce the same provision or provisions. Any notice required to be given hereunder shall be delivered personally to an officer of Ridley or Customer, or sent by telecopy, courier or registered or certified mail at its address as such party may hereafter designate as to the appropriate address for the receipt of such notice. This Agreement, the Quotation and the identification of any Services constitute the final, complete, exclusive and entire agreement between the parties and supercede all prior or contemporaneous agreements, written or oral, regarding the subject matter of this Agreement and Quotation. This Agreement may be amended or modified only by a written instrument executed by authorized representatives of each of the parties. If any part or provision of this Agreement is judicially determined to be unenforceable, such part or provision shall be considered severable, and the remaining parts and provisions shall continue in full force and effect. Neither this Agreement nor any right, title, interest or obligation hereunder may be assigned or otherwise transferred by Customer without the prior written consent of Ridley. Any prohibited such assignment is null and void. Ridley may assign this Agreement at its discretion and this Agreement shall be binding upon and inure to the benefit of such permitted assignees and other successors in interest of Ridley. The relationship of Ridley and Customer shall be that of seller and buyer, and this Agreement shall in no way constitute or give rise to a partnership or joint venture between the parties. Nothing herein shall be construed as granting either party the power to act in the capacity as the other’s agent. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MINNESOTA, EXCLUDING ITS CONFLICTS OF LAWS RULES. This Agreement may be executed in two or more counterparts and each such counterpart shall be deemed an original hereof.

If you have any questions about the terms and conditions of this Agreement, contact Ridley at 1-507-388-9501 or such other number as Ridley may make available from time to time.