Licensing Agreement

END USER LICENSE AGREEMENT

ARTICLE 1: INTRODUCTION

This END USER LICENSE AGREEMENT (“EULA”) is a legal agreement between you, a dental practice with a licensed dentist (“you” or “Licensee”), and Rod P Strickland, DDS, LLC dba FOY Dentures, a limited liability company with a principal place of business at 95 Great Heron Way, Okatie SC 29909 and phone number of (843) 408-0724 (“FOY Dentures”) governing the license and use of the online course materials (the “FOY Dentures Course Materials”), marketing materials (the “Works” as more fully defined herein), and trademarks, service marks, and trade names identified on Exhibit A, which list shall be amended from time to time (such list of trademarks, as so amended, shall be referred to herein as the “Marks”) owned or licensed by FOY Dentures in connection with the FOY Dentures procedure and made available for purchase and license (collectively, the “FOY Dentures Intellectual Property”) on this website, www.FOYDentures.com (the “Website”).

All use by you of the FOY Dentures Intellectual Property is governed by this EULA.

Please read the EULA carefully, because it is a legal contract and imposes obligations on you as a user of the FOY Dentures Intellectual Property.

BY CLICKING THE “I ACCEPT” BOX, YOU WILL BE BOUND BY THIS EULA, AND YOU SIGNIFY YOUR CONSENT TO THE LICENSE GRANTS CONTAINED HEREIN AS WELL AS THE TERMS AND CONDITIONS OF THIS EULA.

BY CLICKING THE “I ACCEPT” BOX, YOU FURTHER AGREE THAT YOU HAVE OR WILL REVIEW AND ACCEPT THE TERMS AND CONDITIONS OF THIS EULA BEFORE TAKING THE COURSE AND USING THE MARKETING MATERIALS.

ARTICLE 2: USER LICENSE

2.1     License Grants.

1. Works. Upon Licensee’s purchase and completion of the online course via the  Website, FOY Dentures hereby grants to Licensee the non-exclusive, non-assignable, limited right and license to use the marketing material identified on Exhibit B, which list shall be amended from time to time in accordance below, (the marketing materials contained in such list, as so amended, shall be referred to herein as the “Works”) by copying, reproducing, transmitting and otherwise using the Works for advertising, marketing, and promoting the Procedure to its patients in the Territory (as such term in defined in Exhibit A). Expressly excluded from the Works and NOT licensed to Licensee are the FOY Dentures Course Materials. Licensee may use the FOY Dentures Course Materials to educate its dental practice on how to perform the Procedure. Any other use of the FOY Dentures Course Materials including but not limited to copying, reproducing, and transmitting is strictly prohibited. If FOY Dentures at any time determines in its sole discretion that it is appropriate for Licensee to change or cease use of any of the Works or to substitute or add additional Works, FOY Dentures shall so notify Licensee in writing and then the definition of “Works” hereunder shall automatically and without further action of the parties hereto be amended to reflect any such change, cessation, substitution, or addition.
2. Course Materials. Subject to the terms and conditions and for the limited purposes set forth herein, FOY Dentures grants you the limited and non-transferable, right and license to download the FOY Dentures Course Materials you have purchased from this website and listen and watch the FOY Dentures Course Materials on devices owned by you and have other dentists and staff from your dental practice listen and watch the FOY Dentures Course Materials on devices owned by them. You may use three different IP addresses to access the FOY Dentures Course Materials.
3. Marks. Upon Licensee’s purchase and completion of the online course via the  Website, FOY Dentures hereby grants to Licensee the non-exclusive, non-assignable, limited right and license to use the Marks in connection with marketing and promotion of the Procedure within the Territory. If FOY Dentures at any time determines in its sole discretion that it is appropriate to change or cease use of any of the Marks or to substitute or add additional Marks, FOY Dentures shall so notify Licensee in writing and then the definition of “Marks” hereunder shall automatically and without further action of the parties hereto be amended to reflect any such change, cessation, substitution, or addition.

2.2      Ownership. Licensee acknowledges that nothing herein gives it any right, title, or interest in the FOY Dentures Intellectual Property except for those explicitly set forth in this Section.  All goodwill generated by use of any FOY Dentures Intellectual Property shall inure to the benefit of FOY Dentures. Licensee shall not contest or challenge the validity of any part of the FOY Dentures Intellectual Property.

2.3     Number of Licenses. The purchase of this online course allows Licensee, its staff and other dentists in its practice access to the Website from up to three different IP addresses. For access from additional IP addresses, Licensee must have the express written consent of FOY Dentures.

ARTICLE 3: QUALITY CONTROL AND SUPERVISION

During the term of this Agreement (including any renewal terms), Licensee will diligently and strictly comply with all standards, specifications, and instructions, as may be amended from time to time, of FOY Dentures regarding the use of the FOY Dentures Intellectual Property. Licensee shall use the FOY Dentures Intellectual Property at all times solely in connection with advertising, marketing, and promotion of the procedure learned in the FOY Dentures course. FOY Dentures reserves the right to approve in advance all public displays and other uses of the FOY Dentures Intellectual Property. In order to preserve the validity and integrity of the FOY Dentures Intellectual Property licensed to Licensee hereunder, Licensee hereby grants FOY Dentures the right to investigate the effect of Licensee’s use of the FOY Dentures Intellectual Property on the goodwill associated with the FOY Dentures Intellectual Property. Licensee agrees that all Works shall comply with the reasonable quality standards, including formatting standards, from time to time provided to Licensee by FOY Dentures. Licensee shall not do or permit to be done any act that might in any way impair the goodwill or other rights of FOY Dentures in the FOY Dentures Intellectual Property, or that might otherwise prejudice or damage the reputation of the FOY Dentures Intellectual Property, the Works, or FOY Dentures..  In the event that Licensee believes or has reason to believe that an actual or threatened case of infringement or act of unfair competition related to the FOY Dentures Intellectual Property has occurred, Licensee will promptly inform FOY Dentures of such use and FOY Dentures may, at its sole discretion, take affirmative action against any such actual or threatened infringement or act of unfair competition.  Licensee will assist and cooperate with FOY Dentures, in whatever manner FOY Dentures may reasonably direct, in any investigation or action regarding actual or threatened infringement.

ARTICLE 4: TRANSFER

No transfer of any right or interest of Licensee under this Agreement, in whole or in part (whether voluntarily or by operation of law), directly, indirectly or contingently, shall be permitted without the prior written consent of FOY Dentures. FOY Dentures may assign this Agreement without the consent of Licensee.

ARTICLE 5: CONFIDENTIALITY

The parties acknowledge that during the term of this Agreement, FOY Dentures may disclose to Licensee from time to time certain business, product pricing, financial, marketing, technical, other proprietary and sensitive information, and any other information FOY Dentures so designates as confidential or that ought, from the circumstances surrounding its disclosure, in good faith be treated as confidential (“Confidential Information”). Licensee shall use its best efforts to keep confidential any and all Confidential Information of FOY Dentures. Licensee shall not disclose Confidential Information to any third party without the prior written consent of FOY Dentures. For purposes of this Agreement, “Confidential Information” shall not include information which (i) is in the public domain; (ii) is previously known to, or independently developed by Licensee; or (iii) is acquired by Licensee from any third party having a right to disclose such information. Licensee acknowledges that a breach of this section will give rise to irreparable injury to FOY Dentures, inadequately compensable in damages. Accordingly, Licensee hereby consents to the obtaining by FOY Dentures of injunctive relief against the breach or threatened breach of the obligations contained in this section. Licensee further agrees that such an order may be issued pending final determination thereof, without the requirement to post bond. The obligations under this section shall survive the termination of this Agreement.

ARTICLE 6: TERM

The term of this Agreement shall begin as of the Effective Date and continue for one year, unless sooner terminated pursuant to the terms of this Agreement. Thereafter, the Agreement shall automatically renew for successive one-year terms unless FOY Dentures or Licensee notifies the other party at least thirty (30) days prior to the end of the initial term or the then-current renewal term of its desire to terminate the Agreement at the end of the initial term or the then-current renewal term.

ARTICLE 7: DISCLAIMER OF WARRANTIES AND LIABILITY

7.1     General Disclaimer.  FOY Dentures is making the FOY Dentures Course Materials available to you on an “as is” basis and you agree that your use of the services taught in such course is at your own risk.

7.2     Warranty Disclaimer. FOY DENTURES DISCLAIMS ALL WARRANTIES THAT RELATE IN ANY WAY TO THE FOY DENTURES COURSE, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY FOR INFORMATION, QUIET ENJOYMENT, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

7.3     Limitation of Liability.  UNDER NO CIRCUMSTANCES WILL FOY DENTURES BE LIABLE FOR ANY DAMAGE CAUSED BY YOUR USE OF THE CONTENT OR SERVICES TAUGHT IN THE FOY DENTURES COURSE. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL FOY DENTURES OR ITS EMPLOYEES BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM YOUR USE OR MISUSE OF, OR THE INABILITY TO USE, THE CONTENT OR SERVICES TAUGHT IN THE FOY DENTURES COURSE, EVEN IF FOY DENTURES OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL FOY DENTURES BE LIABLE FOR ANY DAMAGE CAUSED BY YOUR USE OF OR ACCESS TO THE COURSEWORK, INCLUDING BUT NOT LIMITED TO THE CONTENT, DELIVERABLES, AND SERVICES. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL FOY DENTURES OR ITS EMPLOYEES BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM YOUR USE OR MISUSE OF, OR THE INABILITY TO USE, THE CONTENT OR SERVICES, EVEN IF FOY DENTURES OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL FOY DENTURES’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING UNDER OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICES TAUGHT IN THE FOY DENTURES COURSE EXCEED THE AMOUNT PAID BY YOU TO FOY DENTURES FOR THE COURSE.

7.4     Errors; Accuracy; Security. Though FOY Dentures uses reasonable efforts to ensure otherwise, the FOY Dentures Course Materials may contain errors or other inaccuracies and may not be complete, accurate, or current. FOY Dentures does not guarantee, represent, or warrant that (i) the FOY Dentures Course Materials will be error-free, accurate, or current, or (ii) your use of the FOY Dentures Course Materials will be uninterrupted, error-free, or free from loss corruption, attack, viruses, interference, hacking, or other security intrusion, and FOY Dentures disclaims any liability relating thereto.

7.5     Good Faith Notification of Access Breach. If Licensee’s access to the Website has been compromised, Licensee agrees to notify FOY Dentures of the breach.

ARTICLE 8: TERMINATION

8.1     Events of Termination. FOY Dentures may terminate this Agreement in the event of a material breach of this Agreement by Licensee. If not cured within fifteen (15) days following receipt of a written notice from FOY Dentures, it shall be a material default if Licensee:

1. attempts to transfer an interest in this Agreement in violation of Article III of this Agreement; or
2. fails or refuses to comply with any other provision of this Agreement or any instruction of FOY Dentures concerning use of the FOY Dentures Intellectual Property.

8.2     Events of Immediate Termination. It shall be a material breach, and at FOY Dentures’s option this Agreement shall terminate immediately upon notice to Licensee from FOY Dentures, if Licensee:

1. conducts any portion of its business or uses any of the FOY Dentures Intellectual Property in a manner that FOY Dentures believes threatens the validity or integrity of any of the FOY Dentures Intellectual Property or threatens the goodwill associated therewith;
2. misuses or makes an unauthorized use of any Mark or commits any act which could reasonably be expected to materially impair the goodwill associated with any Mark;
3. is convicted of or pleads no contest to a felony or other crime or offense that FOY Dentures believes is likely to adversely affect the reputation of FOY Dentures, its goodwill, or the FOY Dentures Intellectual Property;
4. defaults (as set forth in Section 8.1 above) more than three times in any twelve-month period;
5. loses its license to practice dentistry; or
6. accesses the Website from more than three IP addresses without FOY Dentures’s express written permission;
7. breaches Article 5.

Unless otherwise consented by FOY Dentures in writing, Licensee shall not be entitled to cure any material breach set forth in this Section 8.2.

8.3     Effect of Termination. In the event of termination, Licensee shall cease all use of the Marks and Works. Licensee shall return or destroy all of the Works. FOY Dentures shall terminate all of Licensee’s access to the Website.

ARTICLE 9: MISCELLANEOUS

Nothing herein shall be construed or deemed to create a joint venture, contract of employment, or partnership between the parties. This Agreement contains the complete expression of the agreement between the parties with respect to the matters addressed herein and there are no promises, representations, or inducements except as herein provided. The terms and provisions of this Agreement may not be modified, supplemented or amended except in writing signed by both parties hereto. All terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto. Failure by either party hereto to enforce at any time or for any period of time any provision or right hereunder shall not constitute a waiver of such provision or of the right of such party thereafter to enforce each and every such provision. This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Georgia. Chatham County, Georgia, shall be the only proper place of venue for all suits arising from or related to this Agreement, and any legal proceedings to enforce the provisions hereof shall be brought in the federal or state courts located in Chatham County, Georgia. This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement binding on the parties hereto.

ARTICLE 10: REGISTRATION AND ACCEPTANCE.

By clicking the “I Accept” box and purchasing the online course, you represent and warrant that you are 18 years of age or older, capable of entering into a binding legal agreement, and have read, understand, and agree to be bound by all provisions of this EULA. For purposes of this EULA, the “Effective Date” shall mean the date on which you first accepted this EULA by clicking the “I Accept” box.

Exhibit A:  Licensing Matters

Catalog of Works:
FOY Dentures authorizes Licensee to market, advertise, and promote the Procedure using the following marketing materials (if purchased separately):

Work Title
Gen 1 Marketing Package
Gen 2 Marketing Package
Gen 3 Marketing Package
Gen 4 Marketing Package

Territory:
For purposes of this Agreement, “Territory” shall mean outside the one hundred mile radius of Savannah, Georgia.

Exhibit B:  List of Marks