ONLINE LICENSE AGREEMENT

1. GRANT: In consideration of the Licensee’s agreement to the terms hereof, including payment of the license fee set forth in Schedule A, Functional Visions, Inc. hereby grants to Licensee the nonexclusive, nontransferable right to access and use the Licensed Content during the Term solely in strict accordance with the terms hereof.  All rights not expressly granted herein are reserved to Functional Visions, Inc.


2. TERM:  The term of this Agreement shall be for one year or for a period as set forth in Schedule A.  Renewals shall be as agreed in writing.
 
3. LICENSE FEE:  In consideration of the rights granted hereunder, Licensee shall pay to Functional Visions, Inc. the license fee in the amount and on the payment terms as set forth in Schedule A.
 
4. CONDITIONS OF USE:  The Licensed Content contains copyrighted and other proprietary materials.  Licensee shall not reproduce the Licensed Content in whole or in part by any means without the express prior written consent of Functional Visions, Inc.
   
   Remote access is NOT permitted under the terms of this Agreement to authorized members of the user community of the Licensee as each Licensee is designated to a specific cost center.  Access to the Licensed Content may not be transferred to users outside of the user community of Licensee or used in connection with a third-party institution (i.e. if Individual A has access to the Licensed Content as a user at clinic X, Individual A may NOT access the Licensed Content from a clinic Y, competing clinic, different cost center or other health care institutions, health insurance companies or institutions private or public not specified in Schedule A.)  
 
5. AUTHORUZED USE:  The license granted hereunder for the Licensed Content is for the unlimited use of the user community defined in Schedule A.  Licensee represents and warrants that the user population and site data provided in Schedule A are true and accurate representations of same.  
   
   Licensee shall take all reasonable security measures to prevent unauthorized access to the Licensed Content as established and maintained by Licensee.  At all times hereunder, Licensee shall remain liable for ensuring that all authorized use shall be in compliance with the terms of this Agreement.  Licensee shall not sublicense, lease, rent, sell, donate, assign or transfer the Licensed Content or the rights granted hereunder or make copies of the Licensed Content except as expressly authorized hereunder.  
 
6. CONTENT AND COPYWRIGHT:  Licensee acknowledges and agrees that all copyrights, trade secrets, patents and other intellectual proper rights in and to the Licensed Content are and shall remain vested in Functional Visions, Inc. and its designees.  Licensee shall not modify, publish, transmit, participate in the transfer or sale of reproduced, create new works from, distribute, perform, display or in any way exploit, any of the Licensed Content in whole or in part


7. HIPPA:  The Health Insurance Portability and Accountability Act of 1996 (HIPAA; Pub.L. 104–191, 110 Stat. 1936, enacted August 21, 1996)sets rules and regulations regarding the privacy of patient information. .  A complete description of the protections provided by HIPPA are available from the US  Department of Health and Human Services at www.hhs.gov/ocr/privacy/hipaa/understanding/summary/  HIPPA imposes obligations and restrictions onto “health care professionals and health care institutions” including, without limitation, with respect to the handling and disclosure of personally identifiable information contained in the medical records Licensee maintains regarding its patients, with respect to any data that may be accessed, obtained, received, extracted or otherwise used by the Licensee, in individualized or aggregate form, in connection with Licensee’s use of the Licensed Content, in whole or in part, pursuant to the License Agreement, as well as any services provided by Functional Visions, Inc. in connection with the Licensed Content, Licensees hereby (1) acknowledges and agrees that Functional Visions, Inc., can rely, is relying and will continue to rely on  Licensee’s full compliance with the applicable obligations imposed by HIPPA, as any such obligations may be amended or modified from time to time; and (2) expressly waives and releases Functional Visions, Inc. from and against any and all claims, actions, damages, and liability arising in connection with use of the Licensed Content.
 
8. Licensee agrees to accept all responsibility for all activities that occur under Licensee’s or Licensee’s authorized employee’s user name or password.  Licensee agrees not to sell, transfer or assign its account or allow others to use it.  Licensee agrees to immediately notify Functional Visions, Inc. of any unauthorized use of any password or account assigned to Licensee or any other breach of security or confidentiality thereof, and in such event Functional Visions, Inc. shall have the right, without limitation of any other rights under this License Agreement, at law or in equity, to terminate any such account or the Licensee Agreement in its entirety.
 
9. THE LICENSED CONTENT IS LICENSED “AS IS” WITHOUT WARRANTY OF ANY KIND.  FUNCTIONAL VISIONS, INC. AND EDUCATIONAL PUBLISHERS INC. DO NOT WARRANT THAT ANY FUNCTIONS CONTAINED IN THE LICENSED CONTENT ARE ERROR FREE OR THAT DEFECT IN THE LICENSED CONTENT WILL BE CORRECTED.  THE LICENSEE SHALL BEAR THE ENTIRE RISK RELATING TO QUALITY, PERFORMANCE AND SUITABILITY OF THE LICENSED CONTENT.  FUNCTIONAL VISIONS INC., AND EDUCATIONAL PUBLISHER INC. DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE LICENSED CONTENT IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY THIRD-PARTY CONTENT ACCESSED THROUGHT HYPERTEXT LINKS IN THE LICENSED CONTENT.   FUNCTIONAL VISIONS INC., EXPRESSLY DISCLAIMS ANY ENDORSEMENT OR, RESPONSIBILITY FOR, OR RELATIONS OF ANY KIND WITH THIRD-PARTY SITES ACCESSIBLE THROUGH HYPERTEXT LINKS.  NO ADVICE BY FUNCTIONAL VISIONS INC., OR A FUNCTIONAL VISIONS INC.,AUTHORIZED REPRESENTATIVE SHALL CREATE A WARANTY.  
   
   FUNCTIONAL VISIONS, INC. AND EDUCATIONAL PUBLISHER INC CUMULATIVE LIABILITY TO LICENSEE OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS LICENSE AGREEMENT SHALL NOT EXCEED THE LICENSE FEE PAID TO FUNCTIONAL VISIONS, INC. AND EDUCATIONAL PUBLISHER INC FOR THE USE OF THE LICENSED CONTENT.  IN NO EVENT SHALL FUNCTIONAL VISIONS INC., AND EDUCATIONAL PUBLISHER INC. NOR ANY OF ITS REPRESENTATIVES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR EXEMPLAR DAMAGES OR LOST PROFITS, EVEN IF FUNCTIONAL VISIONS, INC., HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.  NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE PROVIDER OF ANY THIRD PARTY SOFTWARE INCLUDED IN THE LICENSED CONTENT BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, ACTUAL, INCIDENTAL, PUNITIVE OR ANY OTHER DAMAGES WHATSOEVER.  SOME STATES DO NOT ALLOW THE LIMIATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQENTIAL DAMAGES, SO THE ABOVE LIMIATION OR EXCLUSION MAY NOT APPLY TO LICENSEE.
 
10. TERMINATION:  The Agreement is for the term stipulated in paragraph 2.  Except as specifically set forth herein, no refund or rebate of license fees paid by the Licensee shall be make for any portion of the term in which the Licensee elects not to use the Licensed Content.  
    
    Functional Visions, Inc. may terminate this Agreement for any or no reason upon 60 days written notice, in which case, all previously paid fees representing unused portions of the term of this license shall be repaid to the Licensee.
 
11. OWNERSHIP:  Licensee acknowledges and agrees that the Licensed Content, including, but not limited to, any images, photographs, animations, video, audio, music, and test and user documentation are  proprietary products of Functional Visions, Inc. it’s licensors and/or the author(s) protected under Untied States copyright laws.  Licensee further acknowledges and agrees that all right, title, and interest in and to the Licensed Content, including all rights to patents, copyrights, trademarks, trade secrets and any other intellectual property and proprietary rights, are and shall remain with Functional Visions Inc., its licensors and/or the author(s).  Licensee acknowledges and agrees that this License Agreement does not convey to Licensee any title or interest in or to the Licensed Content, but only a limited right of use revocable in accordance with the terms of this License Agreement.  Licensee further agrees that it will protect the foregoing to at least the same extent as Licensee protects confidential information owned by Licensee.  


12. TRADEMARKS:  All related logos are trademarks and/or registered trademarks of Functional Visions, Inc. or Educational Publisher Inc.  No right, title, license, or interest to such trademark is granted hereunder, and Licensee agrees that no such right, title, license, or interest shall be asserted by Licensee with respect to such trademark.  Licensee agrees that it will not use Functional Visions, Inc’s. or Educational Publisher Inc’s or its licensors’ names or marks or employee names, or adaptations thereof, in any advertising, promotional or sales literature without prior written consent.  Licensee shall inform Functional Visions, Inc. and Educational Publisher Inc. promptly in writing of any alleged infringement of Functional Visions, Inc’s. and Educational Publisher Inc’s rights and of any evidence thereof.  


13. GOVERNING LAW:  This License Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without regard to its conflict of laws provisions.  The exclusive venue for any action relating to this License Agreement shall be the state and federal courts in Columbus, Ohio and each party expressly consents to the jurisdiction of such courts.
 
14. GENERAL TERMS:  (a) Complete Agreement – This Agreement is the complete agreement between the parties with respect to its subject matter and supersedes all previous agreements and understandings, whether oral or written, between the parties.  This Agreement may not be modified or amended except in a writing signed by both parties. (b) Severability – The terms of this Agreement are severable, and the invalidity of any provision of this Agreement shall not affect the validity of any other provisions. (c) No Waiver - The failure of either party to enforce any rights granted hereunder or take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.  (d) Confidentiality – Licensee acknowledges and agrees that the terms and conditions of this Agreement (including but not limited to pricing) shall be kept confidential at all times, and Licensee shall not use or divulge such knowledge to any third party without Functional Visions, Inc.’s prior written permission.  The terms of this paragraph shall survive the expiration or earlier termination of this agreement.  

Schedule A