REPRODUCTIVE & INTEGRATIVE PSYCHIATRY ONLINE FELLOWSHIP

LICENSE AGREEMENT

This Reproductive & Integrative Psychiatry Online Fellowship License Agreement (the “Agreement”) is entered into by and between Women’s Wellness Psychiatry, Inc. (“Licensor”) and you (“Licensee”) as of the date of your acceptance of the same (the “Effective Date”).

RECITALS

WHEREAS, Licensor is offering you the opportunity to participate in the Reproductive & Integrative Psychiatry Online Fellowship (the “Fellowship”) and owns the copyright, title, trademarks and all other related rights in and to the work included or associated with the Fellowship, including but not limited to lectures, video (both recorded and live streamed), literature, slides and access to online message boards and forums (hereinafter, collectively, the “Material”); 

WHEREAS, Licensee is a participant in the Fellowship and desires to use the Material for Licensee’s individual educational enrichment; and  

NOW, THEREFORE, in consideration of the promises, conditions, covenants and warranties herein contained, the parties agree as follows:

COPYRIGHT LICENSE GRANT AND RESTRICTIONS

Subject to the terms and conditions in this Agreement, and in exchange for the tuition paid by you to enroll and participate in the Fellowship, Licensor grants you a limited, personal use, non-transferable, non-assignable, revocable, non-exclusive and non-sublicensable right to do the following:

i. View and make non-commercial, personal use of the Material; and

ii. Stream or download the Material. 

This is a license agreement and not an agreement for the sale or assignment of any rights in the Material. The purchase of a license to view, stream or download any Material does not create an ownership interest in such Material. Such Material, including the copyrights, trademarks, service marks, trade names, trade dress and other intellectual property rights in the Material, are owned by Women’s Wellness Psychiatry, Inc. and is protected by the copyright laws of the United States, as well as other intellectual property laws and treaties.

Restrictions on your use of the Material: you agree that as a condition of your license, you may not and agree not to:

i. circumvent or disable any content protection system or digital rights management technology used in connection with the Fellowship to control access to the Material;

ii. copy the Material (except as expressly permitted by this Agreement);

iii. rebroadcast, transmit or otherwise disseminate the Material; 

iv. create derivative works from the Material;

v. allow third parties to violate the above restrictions, including but not limited to sharing your login credentials with third parties; 

vi. use the Material for any commercial or business-related use, including but not limited to use associated with an educational program apart from the Fellowship; or

vii. use the Material in any unlawful manner (whether criminal or civil), for any unlawful purpose, or in any manner inconsistent with this Agreement, including but not limited to a manner that would violate the privacy or rights of any third parties or interfere with any other person’s use and enjoyment of the Material or participation in the Fellowship.

WARRANTY AND INDEMNIFICATION

Licensor warrants and represents that it has the full right, power and authority to enter into this Agreement and to grant the rights conferred herein. 

Licensee shall indemnify and hold harmless Licensor, its successors, assigns and licensees, and the respective officers, directors, agents and employees, from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorney’s fees), arising out of or in any way connected with Licensee’s alleged or actual use of the Material, including but not limited to any claim that Licensee’s use of the Material infringes or infringed on any intellectual property rights or other rights of any third party. 

Licensee acknowledges that the Material is for educational purposes only; that Licensor is not and will not provide specific medical advice and/or care in the course and scope of the Fellowship; and that the Fellowship and Material are not a substitute for the exercise of qualified, independent judgment regarding medical advice and/or care. 

TERM AND TERMINATION.

You shall have access to the Material for a period of six (6) months from the commencement of your enrollment in the Fellowship (the “Term”). After the end of the Term, your access and/or ability to download the Material will cease. 

Notwithstanding this, this Agreement shall be subject to termination at the election of Licensor upon default in the observance or performance of any covenant, condition or agreement herein by Licensee.

At the end of the Term, Licensee shall cease use of the Material, apart from personal use only. The expiration of the Term shall not extinguish any of Licensee’s obligations under this Agreement.

GENERAL PROVISIONS

Successors/Assigns: This Agreement is binding upon and shall inure to the benefit of Licensor’s respective successors and assigns. Unless specifically agreed to in writing, Licensee shall not sublicense or assign Licensee’s rights under this Agreement.

Integration: This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof, and may not be modified or amended except by written agreement executed by the parties hereto.

Governing Law/Forum: This Agreement shall be governed by the laws of the State of California. Any dispute arising out of this Agreement shall be subject to the jurisdiction and venue of the courts located in or around San Mateo County, California. 

Notice: Licensee consents to notice being provided to Licensee pursuant to electronic mail and/or the contact information provided by Licensee to Licensor upon enrolling in the Fellowship. 

Consent: Licensee acknowledges and agrees that Licensee’s enrollment in the Fellowship constitutes acceptance of the terms and conditions of this Agreement. The date of Licensee’s enrollment constitutes the Effective Date of this Agreement.