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YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PRODUCT. BY CLICKING THE ACCEPTANCE BUTTON, AND/OR ACCESSING THIS WEBSITE AND THE CONTENT & SERVICES RELATED THERETO, YOU ARE CONSENTING TO BECOME A PARTY OF AND BOUND BY THIS AGREEMENT TOGETHER WITH ANY AND ALL INVOICES, APPLICATIONS OR OTHER DOCUMENTATION USED IN ASSOCIATION WITH YOUR USE AND/OR PURCHASE OF ANY PRODUCT OFFERED BY LICENSOR. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE BUTTON THAT INDICATES YOU DO NOT ACCEPT THE TERMS, AND DO NOT ACCESS THIS WEBSITE.

This Content License Agreement, together with any and all invoices, applications, order pages, websites or other documentation used in association with YOUR use and/or purchase (collectively, the “Documentation”) (the Content License Agreement and Documentation collectively referred to herein as the “Agreement”) of any content offered for YOUR use on this website and related websites and/or services (“Content”) sets forth the terms and conditions of YOUR purchase and/or use of Content. The availability of the Content to YOU does not entitle YOU to use the Content, except as specifically provided in and, limited by, this Agreement. For the purposes of this Agreement, “YOU” means: (a) the individual listed as the registrant of the account with Licensor through which this Agreement and any licenses are granted hereunder; or (b) if YOU are entering into this Agreement for the benefit of, and/or as an agent on behalf of YOUR employer, principal and/or another third party, then such employer, principal and/or another third party. “Licensor” means Medical Animatics, LLC and its subsidiaries and affiliates. Any and all licenses granted to YOU in this Agreement are conditional upon YOUR compliance with all of the terms and provisions of this Agreement and Licensor’s receipt of full payment by YOU as stated in any applicable invoice and/or as due under the terms of this Agreement.

Grant of License. Licensor hereby grants to YOU a non-exclusive and non-transferable license (“License”) to access, publish, and display Content according to the provisions contained in the Agreement. Unless expressly permitted in the Agreement, YOU are not permitted to lease, rent, distribute or sublicense Content or any rights therein or to use the Content to compete with Licensor or to assist or enable any third party to compete with Licensor, but shall only use the Content as authorized by this Agreement. Further, no license is granted to YOU in the source code of Content. Except only as provided below, this Agreement does not grant YOU any right or license to, any patents, copyrights, trade secrets, trademarks or any other rights in or to the Content.

Limited Rights. Some Content offered by Licensor specifically limits the rights of Licensee beyond the terms set forth in this Agreement. In those instances, limitations on use, including but not limited to time periods, distribution and manipulation, are specifically set forth in the Documentation. Licensor specifically reserves all rights not specifically granted Licensee under this Agreement. In the event that limitations on use are not specifically set forth in the Documentation, the terms of this Agreement shall control.

Restrictions on Grant of License. Unless specifically stated in the Documentation, YOU are not licensed or permitted under this Agreement to do any of the following: (a) modify, adapt, translate, rent or sublicense; or (b) assign, loan, resell, transfer or distribute any software, code, data, or other information relating to the design, programming, operation or other use of Content. YOU agree not to (and not to permit others to): (i) reverse compile, reverse assemble, or otherwise reverse engineer all or any part of the Content or applications associated therewith, except as otherwise expressly permitted by applicable law; (ii) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of Content, Licensor, or its licensees on or within the Content; or (iii) create derivative works of the Content. All license transfers are subject to the prior written consent of Licensor and may be subject to a transfer fee determined by Licensor in its sole and absolute discretion. If YOU use the Content on the Internet or any other online or interactive media, YOU are responsible to protect the Content to ensure that it may not be copied, distributed or otherwise used in violation of this Agreement by any third party. Use of Content on the Internet must be safeguarded from unauthorized use by removing “right click, Save As” functionality in web browsers. Failure to do so will constitute a breach of this agreement and is subject to the penalties outlined in this agreement.

Term of Agreement. Unless specifically provided in the Documentation, the license provided herein will expire one (1) year from the earlier of the date that YOU first purchase or download any of the Content, if it is not earlier terminated (the “Term”). So that YOU may continue the use of Content without disruption, this Agreement will auto-renew on the date of your expiration. Licensed renewal fees will be processed to YOUR credit card previously used for purchase. YOU will be notified of pending expiration within 30 Days of expiration prior to charges posting to your account. YOU may terminate this license at any time by destroying and/or deleting any and all Content and related materials and merged portions in any form in YOUR possession or under YOUR control with Notification of your termination to Licensor. Refunds are NOT permitted. This Agreement will also terminate immediately if YOU fail to comply with any term or condition of this Agreement, file for bankruptcy, or are placed in receivership. Upon such termination, YOU agree to destroy any Content or related materials and merged portions in any form in YOUR possession or under YOUR control. YOU further agree that YOU are not permitted to distribute, publish, display or otherwise use in any way the Content after the Term.

Reservation of Title and Rights. Content and Documentation, in all respects, including but not limited to all code, programming, design and structure, and related documentation, trademarks, servicemarks, logos, brand designations copyrights and other worldwide intellectual property and/or trademark rights are the exclusive property of Licensor. YOU agree that aspects of the licensed materials, including but not limited to the specific design and structure of individual programs and Content, constitute trade secrets and/or copyrighted material of Licensor. YOU agree not to disclose, provide or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of Licensor. YOU agree to implement reasonable security measures to protect such trade secrets and copyrighted material.

Releases. The Documentation may contain certain restrictions on use of the Content, including but not limited to required pre-approval by a designated person or his or her representative. Except as may be specifically stated in the Documentation applicable to the licensed Content, the rights granted to YOU herein do not include a license or property interest to any persons, places, property (real, personal or otherwise) or subject matter depicted in any Content. Licensor specifically makes no representation or warranty that it owns or licenses any rights related to such persons, places, property or subject matter. Content may be subject to copyrights, trademarks, rights of publicity, property rights or other rights belonging to another party. YOU are solely responsible for determining whether YOUR use of any Content requires the consent of any other party or the license of any additional rights, and YOU should not rely solely on the information provided by Licensor. YOU are solely responsible for obtaining any and all releases and clearances as may be required. YOU are responsible for consulting legal counsel for advice regarding YOUR rights and obligations. No owner, officer, director, employee, independent contractor or other person or entity affiliated with Licensor is authorized to make any representations or warranties other than those stated herein, and YOU may only rely on those representations or warranties specifically set forth herein. Export Regulations. All programs and technical data delivered under this Agreement are subject to United States export control laws and may be subject to export or import regulations in other countries. YOU agree to strictly comply with all such laws and regulations and acknowledge that YOU have the responsibility to obtain such licenses to export, re-export or import as may be required after delivery to YOU.

Export Regulations. All programs and technical data delivered under this Agreement are subject to United States export control laws and may be subject to export or import regulations in other countries. YOU agree to strictly comply with all such laws and regulations and acknowledge that YOU have the responsibility to obtain such licenses to export, re-export or import as may be required after delivery to YOU.

Unauthorized Use. None of the Content, depictions on Licensor’s websites, Documentation, or other property of Licensor shall be used for: (a) any unlawful purposes; (b) to defame or slander any person; (c) to violate a person’s right to privacy; (d) for pornographic use; (e) or for infringement upon any copyright, servicemark, trademark or other rights of any person or entity. Without limiting any of Licensor’s rights or remedies in connection with any unauthorized use of the Content, breach of this Agreement, or non-payment, Licensor reserves the right to charge YOU, and YOU agree to pay, ten (10) times the contract fee normally invoiced to YOU for any unauthorized use, in addition to any and all additional fees, damages or penalties (including but not limited to attorney’s fees) Licensor may be entitled to under the Agreement or applicable law. In the event that such fee is deemed excessive by law, then such amount shall be reduced to the maximum amount permitted by law.

Warranty Disclaimer. EXCEPT ONLY AS EXPRESSLY PROVIDED HEREIN, CONTENT, AND ALL RELATED DOCUMENTATION, CODE, PROGRAMMING, DESIGN, SERVICES OR CONTENT, AND THE LICENSE ARE PROVIDED “AS-IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR, ITS AFFILIATES, LICENSORS, OWNERS, AGENTS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DEALERS, DISTRIBUTORS AND SUPPLIERS (COLLECTIVELY, THE “SUPPLIERS”) DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS OR IMPLIED OR STATUTORY, REGARDING CONTENT, THE RELATED PROGRAMS, DOCUMENTATION, SERVICES, CONTENT AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE CONTENT, THE CONTENT PORTAL, PROGRAMMING, CONTENT OR OTHER ASPECTS OF CONTENT OR THE LICENSE ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION OR ERRORS, OR THAT CONTENT, THE CONTENT PORTAL, PROGRAMMING, CONTENT OR OTHER ASPECTS OF CONTENT OR THE LICENSE WILL MEET YOUR REQUIREMENTS. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 10 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF ACCESS TO CONTENT, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

CONTENT AND ANY RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT LICENSOR AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL, MEDICAL OR OTHER PROFESSIONAL SERVICES. LICENSOR EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF CONTENT WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO HIPAA OR OTHER STATE OR FEDERAL RULES, REGULATIONS OR STATUTES AND LICENSOR DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT A PARTICULAR MEDICAL RESULT WILL OCCUR DUE TO YOUR USE OF CONTENT OR THAT ANY AND ALL PROCEDURES, CONSEQUENCES, DIAGNOSIS, OR OTHER MEDICAL OR HEALTHCARE ADVICE ARE FULLY DISCLOSED IN CONTENT.

Limitation of Warranties. Any and all warranties provided herein by Licensor are for YOUR sole and exclusive benefit and are not transferable and shall be null and void in the event of a breach of any term or condition of this Agreement by YOU. Licensor makes no warranties or representations, nor shall Licensor be liable, for any claims related to or arriving from YOUR use of the Content or any license granted in this Agreement which has been modified by YOU or combined with other Content, products, text, content, materials or other media.

Limitation and Assumption of Liability. LICENSOR SHALL NOT BE RESPONSIBLE FOR, AND SHALL NOT PAY, ANY AMOUNT OF INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES, WHETHER BASED ON LOST REVENUE OR OTHERWISE, REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES IN ADVANCE. IN NO EVENT SHALL LICENSOR’ LIABILITY HEREUNDER EXCEED THE AMOUNT OF LICENSE FEES PAID BY YOU, REGARDLESS OF WHETHER YOUR CLAIM IS BASED ON CONTRACT, TORT, STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE. Indemnification. YOU agree to indemnify, hold harmless and defend Licensor, its suppliers, distributors and resellers from and against any loss, damage, claim or expense (including reasonable attorneys’ fees whether incurred in enforcing this indemnity or in any underlying action) resulting from or arising out of: (a) any breach of this Agreement; (b) any failure by YOU to protect Licensor’s rights to the Content; or (c) any use, reproduction or distribution of Content by YOU. Payment. YOU agree to pay all sums due Licensor for the Content and/or other purchases made pursuant to or related to this Agreement within thirty (30) days of the earlier of: (a) date of invoice; or (b) the Content being made available to YOU. YOU are responsible for any and all applicable taxes, surcharges or other fees imposed by any governmental instrumentality, agency or subdivision. YOU understand and agree that YOU shall be responsible for any and all costs, fees and other sums arising from YOUR failure to timely pay any sums of money required in this Agreement or any collection thereof including but not limited to court costs and attorney’s fees. Licensor reserves the right to charge YOU a late fee of 2% or the maximum amount allowed by law for every thirty (30) days any invoice remain past due in whole or in part.

Indemnification. YOU agree to indemnify, hold harmless and defend Licensor, its suppliers, distributors and resellers from and against any loss, damage, claim or expense (including reasonable attorneys’ fees whether incurred in enforcing this indemnity or in any underlying action) resulting from or arising out of: (a) any breach of this Agreement; (b) any failure by YOU to protect Licensor’s rights to the Content; or (c) any use, reproduction or distribution of Content by YOU.

Payment. YOU agree to pay all sums due Licensor for the Content and/or other purchases made pursuant to or related to this Agreement at the time of purchase or within thirty (30) days of the earlier of: (a) date of invoice; or (b) the Content being made available to YOU. YOU are responsible for any and all applicable taxes, surcharges or other fees imposed by any governmental instrumentality, agency or subdivision. YOU understand and agree that YOU shall be responsible for any and all costs, fees and other sums arising from YOUR failure to timely pay any sums of money required in this Agreement or any collection thereof including but not limited to court costs and attorney’s fees. Licensor reserves the right to charge YOU a late fee of 2% or the maximum amount allowed by law for every thirty (30) days any invoice remain past due in whole or in part.

Representations. YOU represent and warrant to Licensor that: (a) YOU are at least eighteen (18) years of age and have the legal right to enter into this Agreement on YOUR own behalf or on behalf of any entity of which YOU are an agent, owner, manager, employee or otherwise associated; (b) YOU do not reside in and the Affiliates (collectively, the “Affiliates”) are not registered to transact business in, any country to which export of American products are prohibited or restricted; (c) YOU will not use any of the Content in any manner that is not expressly permitted by this Agreement; (d) YOUR use of the Content will not violate any applicable law or regulation of any applicable country, state or other governmental entity; and (e) the information YOU have provided in this Agreement and/or to Licensor is true, accurate and complete.

Severability. If, pursuant to federal, state or local law, any provisions of this Agreement shall be found by a court of competent jurisdiction to be null and void or unenforceable, all other provisions of this Agreement shall remain in full force and effect. Governing Laws. The laws of the State of Indiana shall govern this Agreement in all respects, including execution, interpretation, performance and enforcement and YOU agree to be subject to personal jurisdiction in the State of Indiana for the purposes of enforcing the provisions of this Agreement.

Entire Agreement. YOU further agree that this Agreement is the complete and exclusive statement of the understanding between YOU and Licensor with respect to the subject matter hereof, and that this Agreement supersedes all proposals or prior agreements, oral or written, and all other communications between YOU and Licensor relating to the subject matter of this Agreement. This Agreement may only be modified by a written agreement signed by both YOU and Licensor.

Acknowledgement. By using any part of Content, YOU indicate that YOU have read this Agreement, understand it, and agree to be bound by its terms and conditions. YOU have agreed, and reaffirm YOUR agreement to conduct this transaction electronically.