Terms and Conditions

Private Practice Service > Terms and Conditions

PRIVATE PRACTICE SERVICES LLC CONTENT LICENSE AGREEMENT


THIS CONTENT LICENSE AGREEMENT is entered into by and between Private Practice Services LLC, a California limited liability company (“Licensor”), and   (“Licensee”), effective November 30, 2020 (“Effective Date”).

  1. In addition to any definitions described within the body of the Agreement, the parties agree to the following definitions:
    • “Agreement” means this Content License Agreement, including any and all applicable addenda, exhibits, attachments and amendments agreed to by the parties in writing.
    • “Authorized Recipient” means an individual person who is a patient, customer or prospective patient or customer of an Authorized User.
    • “Authorized User” means Licensor, Licensor’s affiliates, or such other person or entity approved in writing by Licensor to access or use the Licensed Content under the terms of this Agreement.
    • “Content” means the content supplied by Licensor and made available within the Licensed Content. All written Content shall be written by a Board Certified OB-GYN in active private practice.  Any images are either owned by Licensor or available for commercial reuse at the time the Content is provided to Licensee.
    • “License Fees” means the fees set forth in Exhibit A, and any other payments due to Licensor under this Agreement.
    • “Licensed Content” means all Content licensed to Licensor under this Agreement.
    • “Permitted Use” means the explicit, limited use of the Licensed Content by an Authorized Userfor current or prospective patient education and/or involvement, subject to the restrictions set forth in the Agreement.
  2. LICENSE GRANT — RESTRICTIONS — GENERAL USE PROVISIONS.
    • License Gran Subject to all the conditions in the Agreement, during the Term, Licensor grants to Licensee, and Licensee accepts, a limited, non-exclusive, non-transferable license to access and use the Licensed Content in conformance with the Permitted Use.  This is not a sale of the Licensed Content or of a copy of the Licensed Content.  Any use or attempted use of the Licensed Content other than for the Permitted Use and in accordance with this Agreement is prohibited.
    • Conformance to Permitted Use; Geographic Scope. Only Authorized Users may access and use the Licensed Content in accordance with the Permitted Use.  The Licensed Content was developed for use only in the United States.  Unless expressly identified in the Permitted Use, Authorized Users may not store, use, or access the Licensed Content outside of the United States.
    • Authorized Users Compliance. Licensee shall use reasonable means to ensure Authorized Users’ compliance with the terms of this Agreement. Licensee shall be directly liable for any breach of the terms of this Agreement by any Authorized User. Licensee shall promptly report to Licensor any breach of this Agreement by an Authorized User, but in no event later than two (2) business days after becoming aware of an actual breach.
    • License Restrictions. Unless expressly within the scope of a Permitted Use, neither Licensee nor any Authorized Users may: (a) use, permit the use of, permit access to, or distribute the Licensed Content to any third-party, (b) print all or any substantial portion the Licensed Content, (c) use the Licensed Content to provide similar services to third parties, including any parent, subsidiary, or other affiliate of Licensee, (d) sublicense the Licensed Content, or make any attempt to do so, (e) sell, assign, transfer, rent, lease, pledge, or encumber the Licensed Content or make any attempt to do so,(f) alter, remove, or hinder delivery of any Content in the Licensed Content, unless Licensee removes any and all attributions to Licensor, (g) take any action compromising the enjoyment and use of the Licensed Content by any other Licensor customer, or (h) take any action compromising Licensor’s rights in the Licensed Content.
    • Compliance with Laws. Authorized Users shall use the Licensed Content and the information contained therein and results derived therefrom, in compliance with all applicable laws, including but not limited to applicable federal, state or provincial, and local laws, rules, and regulations.
    • Use of Names. Except as provided in this Section, neither Licensor nor Licensee will use the name of the other party, or any trademark or service mark owned by the other party, except: (a) as expressly permitted in this Agreement, (b) as authorized in writing by the other party, or (c) as required by law or the rules of a stock exchange listing a party’s securities.  At no time shall Licensee state or imply to any third party that Licensor has any responsibility or liability for any services of Licensee.  Licensor authorizes Licensee to display the name “Private Practice Services LLC” and/or “Dr. Sarah Azad” and the name(s) of any relevant Licensor content and in Content that is electronically displayed or printed or distributed in hard copy to an Authorized User or Authorized Recipient solely to indicate that Licensor is the owner and source of the Licensed Content, and only if such content has not been modified by Licensee. 
    • Agreement Confidentiality. Licensee shall treat the Agreement as Licensor's confidential information and may not disclose this Agreement or any other terms herein, including particularly but not exclusively the License Fees, to any third party. Prior to executing this Agreement or promptly upon receiving notice that any law, legal process, judicial order, or governmental or regulatory mandate requires or may require Licensee to disclose any portion of the Agreement, Licensee shall notify Licensor so that Licensor may take appropriate action, at its own expense, to protect such confidential information.
    • Licensee Modifications. Licensee assumes all liability for any Content modification made by Licensee or on behalf of Licensee.
    • Professional Responsibility.

2.12.1    Licensee acknowledges that Content may include medical information.  Licensee agrees that Authorized Users will be clearly notified that the Content does not constitute medical advice or create any kind of professional, doctor-patient relationship.  Licensee further acknowledges that Licensor has no way to verify that any Authorized User has the knowledge and training necessary to properly and effectively use the Licensed Content.

2.12.2.   The Content included in the Licensed Content is intended to serve as a quick access, concise initial reference and not as a complete reference source.  The Content does not include information concerning every health condition, therapeutic agent, laboratory test, or diagnostic procedure available.  Licensee agrees that Licensor provides no business, medical, pharmaceutical, or other professional advice or patient services in connection with this Agreement or as part of or as a result of the provision of the Licensed Content.  Licensee understands that Licensor has no ability to determine the appropriateness of the use of Content by Licensee or any Authorized User in the course of their business or practice of healthcare, or to determine the appropriateness of the use of the Content with any individual Authorized Recipient or to determine whether an Authorized Recipient understands their health conditions, medications, or other potential treatment options. 

2.12.3    The Content is clinically oriented, and intended to be used only by Authorized Users.  Authorized Users will rely on their own discretion, experience and judgment in medical diagnosis and treatment, including without limitation, determining the correctness, completeness, timeliness, and suitability of the Content for individual Authorized Recipients.  Licensee acknowledges that the professional duty to a patient in the provision of healthcare services (including the dispensing of drug prescriptions, provision of drug information, substitution of one drug product for another, availability of generic substitutable alternative drug products, and answering questions a patient may have) lies solely with the healthcare professionals providing direct patient care or pharmacy services.  Licensee acknowledges that the medical and related Content supplied by Licensor, its affiliates and their respective Licensors and made available within the Licensed Content as applicable: (a) is not a substitute for verbal medication counseling or physical demonstration of an administration technique for a patient or caregiver by a healthcare professional, (b) may be confusing to certain patients or caregivers when not interpreted by a healthcare professional, and (c) is designed to support the verbal information transfer by healthcare professionals and to serve as a non-comprehensive take home reference source for patients or caregivers.

2.12.4    Standards and practices in medicine change as new data become available.  Licensee acknowledges that: (a) Authorized Users should consult a variety of sources and not rely solely on the Licensed Content to provide information potentially relevant to patient care decisions or counseling, and (b) Authorized Users must also regularly review manufacturer published product information regarding prescription drugs for potential changes in usage, dosing, contraindications, interactions, and adverse effects. 

  • Additional Conditions for a Permitted Use That Includes Display of Content. Licensee shall ensure that the Content is displayed as formatted, ordered, and placed by Licensor and includes any copyright, disclaimer, warning, data expiration date, or last updated date included by Licensor, (b) Licensee shall display any conditions of use required by the Documentation or any exhibit to this Agreement, and permit end users to access the Licensed Content only if they have signified by means of a “click through” agreement that they have read and assented to the conditions of use, and (c) Licensee shall control access to the Content so as to be limited to Authorized Users or Authorized Recipients as set forth in the Permitted Use, and prevent all or any substantial portion of the Content from being downloaded or printed by any person or entity that is not an Authorized User or Authorized Recipient  Licensee may permit the downloading or printing of Content provided on a single screen display or as otherwise permitted under the “fair use” provisions of applicable copyright law, if any.
  • Content Modification and Development by Licensor. Licensee acknowledges that in the regular course of its business, Licensor may determine that modifications to the Content, format, layout, scope or functionalities of the Licensed Content, beyond those associated with ordinary Content updates, are necessary.  Licensor will not be required to provide notice of such modifications unless reasonably determined to adversely impact licensees generally.  In such event, Licensor will give Licensee reasonable written notice before any such material modifications are implemented. 
  1. TERM AND TERMINATION.
    • Term. This Agreement is effective throughout the Initial Term and any Renewal Terms (the “Term”) unless earlier terminated in accordance with the provisions herein.  The initial term (the “Initial Term”)is for one (1) year from the Effective Date.  Thereafter, this Agreement automatically renews for successive six-month intervals (each, a “Renewal Term”)until terminated according to the terms herein.  Either party may provide written notice to the other party at least sixty (60) days prior to the end of the Initial Term or any Renewal Term stating its intent to terminate this Agreement and such termination is effective as of the end of the Initial Term or Renewal Term as may be applicable.  If no such notice is given, this Agreement automatically renews and continues in full force.
    • Termination. Either party may terminate this Agreement: (a) upon material breach by the other party of any term of this Agreement unless the breach is cured, if capable of cure, within thirty (30) days of receipt of written notice from the non-breaching party setting forth the alleged breach in reasonable detail, or (b) at any time thereafter if the other party: (i) becomes unable to pay its debts as they become due, (ii) ceases to do business as a going concern, (iii) makes an assignment for the benefit of creditors, (iv) files a petition in bankruptcy or proceedings in bankruptcy are instituted against it and are not dismissed in thirty days, or (v) has a receiver, trustee, administrator or similar person appointed over its assets.
    • Effect of Termination. Upon expiration or termination of this Agreement for any reason, the right to use the Licensed Content granted hereunder terminates.  Licensee shall: (a) immediately cease all use of the Licensed Content, (b) take such steps as are necessary to prohibit further use of the Licensed Content, including by Authorized Users, and (c) if requested by Licensor, furnish a written description of the steps taken.  Within thirty days of expiration or termination of this Agreement, Licensee shall remove the Licensed Content from Licensee’s computer system, if so installed, and, at Licensor’s option, either return to Licensor or destroy all copies of the Licensed Content, in whole and in part, in Licensee’s possession or under its control and, if so requested by Licensor, deliver to Licensor a certificate executed by an officer of Licensee attesting to the return or destruction.  If required by law or a regulatory agency, Licensee may retain data from the Licensed Content for archival purposes only if the data was derived in accordance with the Permitted Use.
    • Survival. The provisions of this Agreement that by their nature are intended to survive expiration, non-renewal, rescission, or termination of this Agreement shall do so.
  2. LICENSE FEES AND PAYMENT TERMS.
    • Payment Terms; Enforcement Expenses. Licensor will send invoices to Licensee reflecting the License Fees due to Licensor, and Licensee shall pay invoices within fifteen (15) days of the date of the receipt of invoice. Payment to Licensor shall be made in U.S. currency via electronic funds transfer, wire transfer or check. Following notice to Licensee and a cure period as set forth in Section 2, Licensor may terminate this Agreement and license hereunder if a payment due is not paid in full when due.  If any payment due under this Agreement is not paid in full when due, Licensor also may immediately suspend all access to the Licensed Content (including during any cure period and including access to any Authorized User) while such payment obligation remains outstanding, in addition to (and not in limitation of) all other rights and remedies available to Licensor.
    • Interest Charges. If payments due under this Agreement are not paid when due to Licensor, Licensor may charge interest from the date when such payment was first due at a rate of the lesser of one-and-one-half percent (1½%) per month or the highest rate permissible under applicable law.
    • Taxes. Unless Licensee provides proof of tax-exempt status, Licensee shall pay all sales, use, value-added and other taxes assessed upon Licensee and for the access to or use of the Licensed Content, and other transactions hereunder, but not including taxes based on Licensor’s income.  If, under applicable law, Licensee is required to withhold any tax on such payments, then the amount of the payment due will be automatically increased to totally offset such tax, so that the amount actually remitted to Licensor, net of all taxes, equals the amount invoiced or otherwise due.   
  3. LICENSOR INTELLECTUAL PROPERTY.
    • Proprietary Property.Licensee agrees that: (a) the Licensed Content is the proprietary property of Licensor and/or its affiliates, and (b) the Licensed Content, including the Content, is protected by copyright, trade secret and other intellectual property laws.
    • Disclosure. Licensee shall treat the Licensed Content as confidential.  Licensee shall not share or disclose the Licensed Content to any individual or entity other than as expressly set forth in the Permitted Use.  If Licensee receives a request to disclose the Licensed Content to a thirdparty not subject to this Agreement, Licensee shall promptly communicate such request to Licensor for review and approval/disapproval. Any approval must be in the form of a written agreement or amendment to this Agreement executed by Licensor and such new licensee.
    • Title. Licensee agrees that, as between Licensor and Licensee, all right, title and interest in and to the Licensed Content and all information and Content therein, including all copyrights and other intellectual property inherent therein or appurtenant thereto, are, and at all times shall remain, the sole and exclusive property of Licensor and its affiliates.  To the extent that Licensee acquires any rights to the Licensed Content or any portion thereof in a manner not set forth herein, Licensee agrees to execute, and to cause its representatives to execute, any assignment agreements or other instruments assigning, transferring and conveying to Licensor all right, title, and interest in and to the Licensed Content, including copyrights and other intellectual property, or to the extent such assignments are invalid, granting to Licensor and its Licensors the exclusive and perpetual license to such rights without any duty of attribution or accounting.
    • No Other Rights. Rights not expressly granted to Licensee are reserved to Licensor.  Neither Licensee nor Authorized Users have any implied rights in, or to use of, the Licensed Content; rather, all rights applicable to Licensee and Authorized Users are expressly set forth herein.  Except for the limited license granted to Licensee herein, nothing in this Agreement confers any right, title or interest in the Licensed Content, the Content or any information therein and no other right or license is granted to Licensee or Authorized Users hereunder, whether by estoppel or otherwise. 
    • Equitable Relief. Licensee agrees that money damages would not be a sufficient remedy for any actual or threatened breach of the provisions of this Section 5 by Licensee or Authorized Users and that, in addition to all other remedies, Licensor is entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach, and Licensee further agrees to waive, and to cause its directors, officers, employees, and agents to waive, any requirement for the proving of actual money damages or securing or posting of any bond or security in connection with such remedy.
  4. DISCLAIMER OF WARRANTIES.
    • THE LICENSED CONTENT PROVIDED UNDER THIS AGREEMENT IS FURNISHED BY Licensor AND ACCEPTED BY LICENSEE “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION WHATSOEVER. Licensor DISCLAIMS ANY WARRANTY THAT THE LICENSED CONTENT OR THE CONTENT ITSELF WILL MEET ANY AUTHORIZED USER’S PARTICULAR REQUIREMENTS OR THAT ACCESS TO THE LICENSED CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE.  LICENSOR AND ITS AFFILIATES MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS WITH RESPECT TO THE LICENSED CONTENT HEREUNDER, AND LICENSOR AND ITS AFFILIATES DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE LICENSED CONTENT OR RESULTS DERIVED THEREFROM, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR CONDITIONS REGARDING ACCURACY, QUALITY, CORRECTNESS, COMPLETENESS, COMPREHENSIVENESS, SUITABILITY, SYSTEM AVAILABILITY, COMPATIBILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE).   LICENSEE ACKNOWLEDGES THAT LICENSOR DOES NOT HAVE CONTROL OVER CONTENT THAT HAS BEEN MODIFIED BY LICENSEE OR AN AUTHORIZED USER AS SET FORTH IN SECTION 2.11 OR CONTENT THAT IS SUBJECT TO USER CONTROL AS SET FORTH IN SECTION 2.16, AND AS SUCH, LICENSOR AND ITS AFFILIATES MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS WITH RESPECT TO SUCH CONTENT. 
    • LICENSOR RECEIVES DATA AND INFORMATION FROM MANY INDEPENDENT SOURCES, INCLUDING DRUG MANUFACTURERS, RESEARCH INSTITUTIONS, AND GOVERNMENT AGENCIES. LICENSORCANNOT, AND DOES NOT, INDEPENDENTLY REVIEW, VERIFY, TEST, INVESTIGATE OR SUBSTANTIATE ANY OF THE CONTENT FOR CORRECTNESS, ACCURACY, TIMELINESS OR COMPLETENESS, INCLUDING WITH RESPECT TO ANY CONTENT DESCRIPTIONS, PRICES OR INFORMATION CONCERNING MEDICAL DEVICES, AND DISCLAIMS ALL RESPONSIBILITY FOR ANY ERRORS THEREIN AND FOR ANY ADVERSE CONSEQUENCES RESULTING THEREFROM.  IN ADDITION, THE LICENSED CONTENT MAY NOT NECESSARILY COVER ALL POSSIBLE USES, DIAGNOSES, TREATMENT OPTIONS, DIRECTIONS, PRECAUTIONS, DRUG INTERACTIONS, DOSAGE LIMITATIONS, LOCAL PRACTICES OR ADVERSE EFFECTS APPLICABLE TO A PARTICULAR DRUG OR TREATMENT OR A PARTICULAR PATIENT.  ALTHOUGH THE CONTENT COVERS A WIDE RANGE OF PRESCRIPTION AND NON-PRESCRIPTION DRUGS, IT DOES NOT INCLUDE ALL DRUGS, VACCINES, DEVICES AND DIAGNOSTIC AGENTS.  ACCORDINGLY, AND WITHOUT LIMITING THE FOREGOING, THE ABSENCE OF A WARNING FOR A GIVEN DRUG OR DRUG COMBINATION IS NOT AN INDICATION THAT THE DRUG, DOSAGE OR DRUG COMBINATION IS SAFE, APPROPRIATE OR EFFECTIVE FOR ANY PARTICULAR PATIENT.
    • THE LICENSED CONTENT THAT MAY BE PROVIDED TO LICENSEE OR ITS AUTHORIZED USERS MAY PROVIDE INFORMATION ABOUT MEDICATIONS, BUT THE LICENSED CONTENT IS LIMITED, INTENDED TO BE JUST ONE OF MANY SOURCES OF REFERENTIAL MATERIAL USED BY A LICENSED PROFESSIONAL, AND MAY BE CONFUSING TO CERTAIN PATIENTS WHEN NOT INTERPRETED BY A HEALTHCARE PROFESSIONAL. THE LICENSED CONTENT IS NOT INTENDED, AND LICENSEE AGREES NOT TO RELY ON, AND AGREES TO INSTRUCT AUTHORIZED USERS AND AUTHORIZED RECIPIENTS NOT TO RELY ON THE LICENSED CONTENT AS A SUBSTITUTE FOR THE KNOWLEDGE, EXPERTISE, SKILL, VERBAL COUNSELING, PHYSICAL DEMONSTRATION OF AN ADMINISTRATION TECHNIQUE, OR JUDGMENT OF PHARMACISTS, PHYSICIANS, OR OTHER HEALTHCARE PROFESSIONALS.
    • NO LICENSOREMPLOYEE OR AGENT IS AUTHORIZED TO MAKE ANY STATEMENT THAT ADDS TO OR AMENDS THE WARRANTIES, CONDITIONS OR LIMITATIONS CONTAINED IN THIS AGREEMENT.
  5. LIMITATION OF LIABILITY.

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE TO LICENSEE, ITS AUTHORIZED USERS OR ANY THIRD PARTY WHOSE CLAIM IS RELATED TO THIS AGREEMENT, UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY: (A) FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES OR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SIMILAR DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE APPLICABLE ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) FOR ANY CLAIMS, DAMAGES OR COSTS OF ANY NATURE IN EXCESS OF THE LICENSE FEES PAID BY LICENSEE TO LICENSOR DURING THE TWELVE (12) MONTHS PRECEDING THE EARLIEST EVENT GIVING RISE TO SUCH LIABILITY.  THIS LIMITATION OF LIABILITY AND THE DISCLAIMERS SET FORTH IN SECTION 6 ARE INDEPENDENT OF ANY REMEDIES SET FORTH HEREIN AND WILL SURVIVE AND APPLY EVEN IF SUCH REMEDIES ARE FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.  EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY IS A MATERIAL PART OF THE CONSIDERATION PROVIDED BY THE OTHER PARTY IN EXCHANGE FOR THE RIGHTS GRANTED UNDER THIS AGREEMENT.

  1. INDEMNIFICATION.
    • Intellectual Property Infringement. Licensor shall defend, indemnify and hold harmless Licensee, and its officers, directors, employees, contractors, and agents, from and against any final judgment of liability from a third party claim against Licensee that the Licensed Content as provided to Licensee hereunder infringes any valid copyright, unless such claim arises from and to the extent of: (a) the combination or use of the Licensed Content, the information contained therein, or results derived therefrom with any software, data, information or materials not furnished by Licensor, (b) the use of the Licensed Content, the information contained therein, or results derived therefrom other than as permitted hereunder, or (c) any modifications to the Licensed Content, the information contained therein (including the Content), or results derived therefrom by any individual or entity other than Licensor. If the Licensed Content becomes or, in Licensor’s opinion, may become, the subject of any claim of infringement, then Licensor may, in its sole discretion and at its expense: (i) procure the right for Licensee to continue using such Licensed Content, (ii) modify the Licensed Content to render it non-infringing, or (iii) replace the Licensed Content with reasonably equivalent non-infringing content.  If none of the foregoing is commercially practicable, either party may terminate this Agreement.  THIS SECTION SETS FORTH LICENSOR ENTIRE LIABILITY, AND LICENSEE’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY INFRINGEMENT CLAIMS RELATING TO THE LICENSED CONTENT.
    • Other Third Party Claims. Except with respect to third party claims for which Licensee is entitled to indemnification pursuant to Section 8.1, Licensee shall defend, indemnify, and hold harmless Licensor and its affiliates, and their respective officers, directors, employees, contractors and agents, from and against all claims, damages, liabilities, and expenses (including reasonable attorneys’ fees and court costs) arising out of, connected with, or resulting in any way from any third party action, claim, or any other assertion of legal right (including by a government entity) even if the Claim is groundless, fraudulent, or false, in connection with, resulting from, arising out of, or relating to, Licensee’s or Authorized Users’: (a) unauthorized or improper use of the Licensed Content, (b) unauthorized or improper provision of any Content to Authorized Recipients or others, and (c) unauthorized or improper modification of the Content. 
    • Indemnification Procedures. In the event of an action subject to indemnification hereunder (a “Claim”), the party entitled to indemnification (the “Indemnified Party”) shall provide written notice to the party obligated to provide indemnification hereunder (the “Indemnifying Party”) in a timely manner after the Indemnified Party receives actual notice of the existence of a Claim.  The Indemnifying Party shall have the right, at its expense, to employ counsel reasonably acceptable to the Indemnified Party to defend the Claim, and to compromise, settle or otherwise dispose of the Claim; provided, however, that no compromise or settlement of any Claim admitting liability of or imposing duties or restrictions upon the Indemnified Party may be effected without the prior written consent of the Indemnified Party, which will not be unreasonably withheld, conditioned or delayed.  The Indemnified Party will cooperate in such action by making available to the Indemnifying Party, at the Indemnifying Party’s expense, records reasonably necessary for the defense of the Claim.  If the Indemnifying Party does not avail itself of the opportunity to defend or otherwise dispose of the Claim within thirty days after receipt of notice thereof (or such shorter time as may be specified in the notice if the circumstances so dictate), the Indemnified Party may investigate, defend, settle or otherwise dispose of the Claim.
  2. GENERAL PROVISIONS.
    • Any addendum or exhibit attached to this Agreement is hereby incorporated into and made a part of the Agreement.  In the event of ambiguity or conflict as to terms set forth herein, explicit terms set forth in an addendum or exhibit control
    • Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties and supersedes prior letters of intent, trial licenses, quotes, proposals, negotiations, representations, or understandings, whether written or oral, with respect to the subject matter hereof.  The terms of a purchase order or similar instrument issued by Licensee will not amend, supersede, or otherwise affect the terms of this Agreement.  This Agreement may not be amended unless such amendment is in writing, states it is an amendment to this Agreement, and is signed by authorized representatives of all parties to this Agreement.
    • Waivers; Remedies. Failure of a party to enforce a provision of this Agreement is not a waiver of such provision or of the right of the party thereafter to enforce the provision.  Remedies provided for in this Agreement or available at law are cumulative.  Election of one or more remedies is not a waiver of other available remedies.
    • Assignment; No Third-Party Beneficiary. Neither this Agreement nor the rights granted hereunder may be assigned, in whole or in part, voluntarily or by action of law, by Licensee without the prior written consent of Licensor.  Licensee’s duties may not be delegated by Licensee, voluntarily or by action of law, in whole or in part, without the prior written consent of Licensor.  Nothing in this Agreement, express or implied, is intended to confer any rights or remedies upon any person or entity other than the express parties to this Agreement.
    • Independent Contractor. The parties are independent contractors, and this Agreement does not make either party the employee, agent, partner, or representative of the other for any purpose.  Neither party is granted any authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party.
    • Governing Law. This Agreement will be governed in all respects by the laws of the state of California, without regard to any conflicts of law principles, decisional law, or statutory provision which would require or permit the application of another jurisdiction’s substantive law.  Any suit hereunder will be brought solely in Santa Clara County, California.  Each party agrees to subject itself to the exclusive personal jurisdiction of such courts and shall not contest such jurisdiction or the venue of such courts or the convenience of the forum.
    • Notice. Except as otherwise set forth herein, notices, demands and approvals given under this Agreement shall be in writing and delivered in person, via certified mail, email, or recognized same-day or overnight courier, addressed as set forth on the signature page below.  Either party may change its address for notices and authorizations by giving written notice of the new address to the other party as provided herein.
    • Interpretation; Counterparts. Section headings are given for convenience only and do not limit the applicability or affect the meaning of any provision. If any provision of this Agreement or its application to particular circumstances is found by a court to be invalid or unenforceable, that provision (or its application to those circumstances) shall be deemed stricken and the remainder of this Agreement (and the application of that provision to other circumstances) shall continue in full force and effect insofar as it remains a workable instrument to accomplish the intent and purposes of the parties. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
    • Authorization. Each party represents that it has taken all requisite action to approve execution and performance of this Agreement.

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Signed by Sarah Azad
Signed On: March 3, 2019

Private Practice Service https://privatepracticeservices.com
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Document name: PRIVATE PRACTICE SERVICES LLC CONTENT LICENSE AGREEMENT
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February 28, 2019 10:24 pm PSTPRIVATE PRACTICE SERVICES LLC CONTENT LICENSE AGREEMENT Uploaded by Sarah Azad - azad@privatepracticeservices.com IP 42.106.12.248
March 3, 2019 7:09 pm PSTPrivate Practice Services - sales@privatepracticeservices.com added by Sarah Azad - azad@privatepracticeservices.com as a CC'd Recipient Ip: 42.106.12.248
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