AUTHORIZATION TO USE SPECIFICATIONS AND DOCUMENTATION

OPEN AXIS GROUP SPECIFICATION LICENSE This License Agreement ("the Agreement") is a legal agreement between you and Open AXIS Group with a place of business at 263 Adelaide St West, Suite 503, Toronto ON M5H 1Y3 ("Licensor"), which has the rights necessary to license the copyright in the specification described on the Webpage from which this Agreement was accessed (the “Specification”). As used in this Agreement, "you" means the company, entity or individual ("Licensee") that is acquiring a license under this Agreement. By clicking on the "ACCEPT" button below, you are agreeing that you will be bound by and are becoming a party to this Agreement. If you are an entity, and an individual is entering into this Agreement on your behalf, then you will be bound by this Agreement when that individual clicks on the “ACCEPT” button. When they do so, it will also constitute a representation by the individual that s/he is authorized to bind you as a party to this Agreement. I. Read and Copy License Only If your use of the Specification is limited to study purposes, then only the provisions of this Section I and the provisions of Section III will apply to you: Licensor hereby grants you the right, without charge, to download, copy (for internal purposes only) and share the Specification with your employees for study purposes only. This license grant does not include the right to sublicense or modify the Specification. II. Implementation License Terms If you implement the Specification, then the following provisions will also apply to you: 1. Definitions "Compliant Product" is a product or service that implements all of the Required Elements of the Specification. "End User" is a company, entity or individual that is the ultimate purchaser or licensee from Licensee or a Related Party of a Compliant Product. "Related Party" is any entity that is directly or indirectly controlled by, under common control with, or that controls Licensee. For this purpose, “control” means beneficial ownership or the right to exercise more than 50% of the voting power for the entity. “Required Element” is any element of a Specification identified as being Mandatory or Alternative (“Alternative” means that the Implementer is required to select one or more alternatives when implementing the Specification). 2. GRANT OF LICENSE. 2.1 License. Licensor hereby grants without charge to Licensee, its Related Parties and End Users, on a perpetual, non-exclusive and worldwide basis, the right to utilize the Specification for the purpose of developing, making, having made, using, marketing, importing, offering to sell or license, and selling or licensing, and to otherwise distribute, Compliant Products, in all cases subject to the conditions set forth in this Agreement and any relevant patent and other intellectual property rights of third parties (which may include members of Licensor). 2.2 Sublicensing. Licensee and its Related Parties shall not sublicense the Specifications or any of its rights under this Agreement, except to the extent necessary to exercise its rights under Section 1.1 above. III. Provisions Applicable to All Licensees The following provisions apply to all Licensees (the definitions in Section II are hereby incorporated by reference): 1. NO WARRANTIES. THE SPECIFICATION IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. IN NO EVENT SHALL LICENSOR, ITS MEMBERS OR ITS CONTRIBUTORS BE LIABLE FOR ANY CLAIM, OR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SPECIFICATION. 2. THIRD PARTY RIGHTS Without limiting the generality of Section 3 above, LICENSOR ASSUMES NO RESPONSIBILITY TO COMPILE, CONFIRM, UPDATE OR MAKE PUBLIC ANY THIRD PARTY ASSERTIONS OF PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS THAT MIGHT BE INFRINGED BY AN IMPLEMENTATION OF THE SPECIFICATION. IF ANY SUCH RIGHTS ARE DESCRIBED ON THE SPECIFICATION, LICENSOR TAKES NO POSITION AS TO THE VALIDITY OR INVALIDITY OF SUCH ASSERTIONS, OR THAT ALL SUCH ASSERTIONS THAT HAVE OR MAY BE MADE ARE SO LISTED. 3. TERMINATION OF LICENSE. 3.1 Breach. In the event of a breach of this Agreement by Licensee or any of its Related Parties, Licensor shall give Licensee written notice and an opportunity to cure. If the breach is not cured within thirty (30) days after written notice, or if the breach is of a nature that cannot be cured, then Licensor may immediately or thereafter terminate the licenses granted in this Agreement; provided, however, that Licensee, its Related Parties and End Users shall be permitted to continue to use Compliant Products created or obtained prior to such termination. 3.2 Notice. Licensee may immediately terminate the licenses granted in this Agreement upon written notice to Licensor. 4. EXPORT REGULATIONS. The technical data and technology inherent in the Specification may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import the Specification and Compliant Products. 5. RESTRICTED RIGHTS. Use, duplication or disclosure of the Specification by the United States government is subject to the restrictions as set forth in the Rights in Technical Data and Computer Software Clauses in DFARS 252.227-7013© (1) (ii) and FAR 52.227-19(a) through (d) as applicable. 6. MISCELLANEOUS. 6.1 Notices. All notices required under this Agreement shall be in writing, and shall be deemed effective five days from deposit in the mails. Notices and correspondence to (a) Licensor must be sent to the address shown above, and (b) to Licensee shall be sent to the address identified by Licensee in the form completed by Licensee below in this Agreement. 6.2 Governing Law. This Agreement shall be construed and interpreted under the internal laws of the United States and the Commonwealth of Massachusetts, without giving effect to its principles of conflict of law. 6.3 Entire Agreement. This Agreement constitutes the entire agreement and understanding between Licensor and Licensee regarding the subject matter contained herein. No modification or waiver of this Agreement shall be binding unless it is in writing and signed by both parties. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be omitted and the remaining terms shall remain in full force and effect. This Agreement supersedes any and all prior agreements between Licensor and Licensee regarding Licensee's right to use Specification.

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