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Terms And Conditions

To license AAV Media, LLC's ("AAV") eye health videos for use on your website, please review and agree to the following terms and conditions:

AAV will provide you (the "Provider") with a non-exclusive license to display AAV's eye health videos on your eye care services website on the following terms and conditions:

1. License.

In exchange for agreeing with these terms and conditions, AAV will grant a non-exclusive license for the use of AAV's eye health videos to Provider for use on Provider's eye care services website. Provider agrees that AAV's eye health videos will not be used, reproduced, or distributed for any other purpose. If Provider uses or distributes AAV's eye health videos for any other purpose, this license will be immediately terminated.

2. Term.

Provider may use the eye health videos until the license is terminated by AAV, so long as the Provider does not violate the terms of this Agreement. Violation of any of the terms of this Agreement will result in the immediate revocation of this license.

3. No Alteration.

The design, length, and content of the eye health videos, and the associated code licensed by AAV to Provider may not be altered without the prior written consent of AAV.

4. Links And Reference.

The eye health videos will contain text and/or logos attributing AAV as the author and copyright owner of the eye health videos, and trademark owner of the AAV name and logo. These attributions cannot be removed by Provider. Removal of the attributions will result in immediate revocation of this license.

5. Intellectual Property.

Provider acknowledges that the eye health videos, and AAV's trademarks are fully owned by AAV and protected by the trademark and copyright laws of the United States and international treatises. This license does not transfer any right, title or interest in any of the intellectual property owned by AAV to Provider. Each video will be marked with a copyright notice and trademark notice, where applicable, that must be displayed on each eye health video displayed on Provider's website.

6. Termination.

AAV reserves the right to terminate this license at any time and for any purpose. Within 24-hours of termination, Provider agrees to destroy or return all copies of AAV's eye health videos. If Provider elects to destroy the videos, Provider will provide written confirmation of the destruction within the 24-hours following termination time frame.

7. Indemnity.

Provider agrees to defend, indemnify and hold harmless AAV from and against any and all liabilities, losses, damages and costs, including reasonable attorney's fees arising out of or relating to Provider's use of the eye health videos.

8. No Assignment.

Provider may not assign the rights granted under this license to third parties.

9. Miscellaneous.

These terms and conditions represent the entire agreement of the parties with respect to the use of AAV's eye health videos. This agreement may only be modified in writing signed by both parties. This agreement shall be governed, interpreted and enforced by the laws of the State of California and the United States. Any action necessary to enforce the terms of this Agreement shall be brought in any court in the State of California having jurisdiction over the dispute. In any claim or controversy arising out of or relating to this Agreement, in any proceeding whatsoever, the "prevailing party" shall be entitled to reimbursement of attorney's fees and costs.

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