TERMS OF USE FOR DAVISPTNETWORK.COM

PLEASE READ THIS DOCUMENT CAREFULLY BECAUSE IT DESCRIBES YOUR RIGHTS AND RESPONSIBILITIES

F.A. DAVIS COMPANY (“F.A. Davis”) is the owner and operator of the Davis PT Network Web site (“DavisPTnetwork Site”) located at the URL www.davisptnetwork.com. This TERMS OF USE FOR DAVIS PT NETWORK (“Agreement”) governs access to and use of the DavisPTnetwork Site. Access to and use of DavisPTnetwork Site is subject to your acceptance of the following terms and conditions and all applicable laws. If you do not accept the terms of this Agreement, you are not authorized to access, view or post on the DavisPTnetwork Site. User agrees to abide by all terms and conditions of this Agreement by User’s accessing the DavisPTnetwork Site and by continued use of the DavisPTnetwork Site.

Please read the following carefully bearing in mind that these terms must be read in conjunction with F.A. Davis’ Privacy Policy, which may be viewed by [clicking on the hyperlinks], and which is incorporated fully by reference in this Agreement. The Privacy Policy will require your express agreement in the event that you elect to submit any personal information to F.A. Davis.

By accessing the DavisPTnetwork Site, you agree to the terms of this Agreement. F.A. Davis reserves the right to modify the terms of this Agreement at any time, and may post a notice of such changes. If and when the Agreement is modified, you will be subject to the terms of the modified Agreement, and by accessing the DavisPTnetwork Site, you agree to the terms of modified Agreement, without further notice.

TERMS

DEFINITIONS

The term “CE Course(s)” means continuing education courses offered by, through or via the DavisPTnetwork Site.

The term “CE Information” shall refer to Personal Information shared with third parties for the purpose of obtaining or verifying continuing education credits.

The term “Content” refers to all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials posted and/or otherwise displayed on, to or at the DavisPTnetwork Site.

The term “Course Administrator” shall refer to the person, company or authority administering a CE Course.

The term “DavisPTnetwork Site” refers to the F.A. Davis PT Network Web site accessible through the URL www.davisptnetwork.com.

The term “F.A. Davis Copyright Work(s)” refers to all copyrightable works authored by or owned by F.A. Davis, or created as works for hire by or on behalf of F.A. Davis.

The term “F.A. Davis Intellectual Property” refers to all copyrights, designs, text, images, trademarks, trade dress, trade secrets and inventions owned by and/or originally authored by or on behalf of F.A. Davis.

The term “F.A. Davis Trademark(s)” refers to all trademarks and service marks owned by F.A. Davis, as defined by 15 U.S.C. § 1127.

The term “F.A. Davis” refers to F.A. DAVIS COMPANY.

The term “Parties” shall refer to F.A. Davis and User, collectively.

The term “Party” shall refer to either of F.A. Davis or User.

The term “Payment Information” shall refer to credit card payment information provided by a User to F.A. Davis for payment of a CE Course.

The term “Personal Information” includes, but is not limited to, any information that identifies or describes an individual, including his or her name, professional licensing information, social security number, physical description, age, gender, marital status, health status, financial status, home address, home telephone number, education, financial matters, and medical or employment history. Personal Information also includes statements made by, or attributed to, a User.

The term “User Profile” refers to a profile posted by a User on the DavisPTnetwork Site.

The terms ''you'', “your” and/or ''User'' refer to any individuals and/or entities visiting and/or otherwise accessing the DavisPTnetwork Site for any reason.

OWNERSHIP OF INTELLECTUAL PROPERTY

F.A. Davis is the owner of all F.A. Davis Intellectual Property posted on or otherwise accessible at or via the DavisPTnetwork Site. Any copying, reproduction, retransmission, or republication of all or part of any material found on this site is expressly prohibited, unless F.A. Davis has expressly granted its prior written consent to so reproduce, retransmit, or republish the material. All rights reserved.

F.A. Davis may publish or transmit via the DavisPTnetwork Site content that is owned by third parties. Any reproduction, retransmission, or republication of all or part of any document found on this site is expressly prohibited, unless the owner of the content has expressly granted its prior written consent to so reproduce, retransmit, or republish the material.

USE OF F.A. DAVIS INTELLECTUAL PROPERTY

Proper Use of F.A. Davis Intellectual Property: You agree not to use F.A. Davis Intellectual Property in any unlawful or impermissible manner. You do not have permission to infringe, use, copy, retransmit, display, or create derivative works based upon any F.A. Davis Intellectual Property unless such permission is provided by F.A. Davis.

F.A. Davis Copyright Works: You agree not to copy, retransmit, reproduce, publish, create derivative works based upon or otherwise transmit any of the F.A. Davis Copyright Works, without written permission, authorization and/or approval of F.A. Davis.

F.A. Davis Trademarks: The F.A. Davis Trademarks appearing on this site may not be used in any advertising or publicity, or otherwise to indicate F.A. Davis’ sponsorship of or affiliation with any product or service, without F.A. Davis’ prior express written permission.

Protection of Marks. You are prohibited from using F.A. Davis Marks or any names, marks, or other materials in a manner that is likely to cause confusion with, dilute or damage the reputation or image of F.A. Davis.

No Alteration or Misrepresentation. You will not alter any F.A. Davis Intellectual Property in any manner to make it appear that F.A. Davis is endorsing, sponsoring, authorizing or affiliated with you or your company, except as expressly permitted in writing by F.A. Davis.

USER CONTENT

F.A. Davis seeks to encourage the open exchange of information and ideas in connection with the DavisPTnetwork Site. F.A. Davis CANNOT, DOES NOT AND WILL NOT review User-generated or User-created Content (“User Content”) posted on or in message boards, chat rooms, User Profiles, forums, RSS “feeds,” weblogs (“blogs”) or any other publicly accessible, shared or collaborative posting areas of the DavisPTnetwork Site (collectively, “Posting Areas”). It is expected that the Posting Areas will contain comment and opinion of other Users. F.A. DAVIS DOES NOT ENDORSE ANY USER CONTENT, ANY CONTENT POSTED IN POSTING AREAS, OR GUARANTEE THE ACCURACY OF ANY USER CONTENT OR CONTENT IN POSTING AREAS.

F.A. Davis does not monitor User Content or Posting Areas.

All User Content in Posting Areas is the sole responsibility of the User generating the Content. F.A. Davis does not control the User Content posted of the Posting Areas.

F.A. Davis does not endorse or guarantee the accuracy of any posting, regardless of whether the posting comes from a User or links to other Web sites.

F.A. Davis encourages Users to appreciate the nature of anonymous posting, where applicable, and message and Internet chat boards in general. F.A. Davis encourages Users to post and comment with respect for other Users. Users are solely responsible for the User-generated Content posted on Posting Areas.

By accessing the DavisPTnetwork Site, by creating a User Profile, or by posting Content on Posting Areas, you agree as follows, and the violation of any of the following will be considered material breaches of this Agreement allowing F.A. Davis to terminate your access to the DavisPTnetwork Site without notice to you:

• User may not intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any other regulations having the force of law;
• User may not “stalk” or otherwise harass any person;
• User may not advertise or solicit anyone to buy or sell products or to make donations of any kind absent prior written approval from F.A. Davis;
• User may not collect or store personal data about other Users; or,
• User may not disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other Users of the DavisPTnetwork Site are able to type, or otherwise act in a manner that negatively affects other Users' ability to engage in real-time exchanges;
• User may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the DavisPTnetwork Site;
• User may not impersonate any person or entity, including, but not limited to, an F.A. Davis officer or employee, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• User may not interfere with or disrupt the DavisPTnetwork Site or servers or networks connected to the DavisPTnetwork Site, or disobey any requirements, procedures, policies or regulations of networks connected to the DavisPTnetwork Site;
• User may not post, email, upload, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
• User may not post, email, upload, transmit or otherwise make available any Content that harms minors in any way;
• User may not post, email, upload, transmit or otherwise make available any Content that User does not have a right to make available under any law or under contractual or fiduciary relationships (such as, but not limited to, inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• User may not post, email, display, link to, upload, transmit or otherwise make available any Content that infringes the intellectual property rights of any person or party;
• User may not post, email, display, link to, upload, transmit or otherwise make available any Content comprising any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping) that are designated for such purpose (please read our complete Spam Policy);
• User may not post, email, display, link to, upload, transmit or otherwise make available any Content comprising any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• User may not provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to Section 219 of the Immigration and Nationality Act.

F.A. Davis will not edit or otherwise modify any Content posted on the Posting Areas. However, F.A. Davis reserves the right, but has no obligation, using F.A. Davis’ sole judgment and discretion, to remove any Content found to be in violation of this Agreement.

F.A. Davis reserves the right, at its sole discretion, to refuse to post or to remove Content for any reason.

F.A. Davis reserves the right to remove postings that are explicitly or implicitly, and in the sole discretion and judgment of F.A. Davis, found to be in violation of this Agreement.

F.A. Davis is under no obligation to review any Content on the DavisPTnetwork Site by Users and assumes no responsibility or liability relating to any such postings.

USER PROFILES

The DavisPTnetwork Site includes the option of allowing a User to create a User Profile. Users are wholly responsible for User Content posted, displayed, transmitted or otherwise made available on or via User Profiles.

For information on the privacy and security of the Content of User Profiles, please see  DavisPTnetwork Site Privacy Policy.

OBJECTIONS TO CONTENT

If any person believes that any Content is objectionable for any reason, they are directed to fill out the form located at https://www.davisptnetwork.com/feedback.

Compliance with the Digital Millennium Copyright Act (“DMCA”).

The User agrees to abide by the terms of the Digital Millennium Copyright Act (DMCA) and refrain from the following: (a) circumventing F.A. Davis' access control measures to copyrighted works; (b) posting or otherwise offering circumvention technology through the DavisPTnetwork Site; (c) posting links or references to an online location that contains circumvention technology; or (d) engaging in other activities in violation of the DMCA. F.A. Davis has the right to terminate the membership of any User found in violation of the DMCA or other provision of the Copyright laws.

In compliance with the DMCA's notice-and-takedown provisions, F.A. Davis’ policy for removing infringing content and terminating subscribers who are repeat offenders is as follows:

A copyright owner who believes his/her work has been used on the DavisPTnetwork Site in any manner that constitutes copyright infringement must notify F.A. Davis’ designated agent by written notice (please consult your legal counsel or see Section 512(c)(3) of the Copyright Act to confirm these requirements). The notice must include the following information: (a) the owner's name, address, telephone number, email address, and an electronic or physical signature; (b) a description and a copy of the work that is allegedly being infringed, or a Web site where the work may be found; (c) identification of the location of the infringing material on the DavisPTnetwork Site; (d) a statement that the owner has a good faith belief that the use of the copyrighted material was not authorized by the owner or his/her authorized agent; and (e) a statement, under penalty of perjury, that the information in the notification is accurate and made by the copyright owner of the material allegedly infringed or by a person authorized to act on the copyright owner's behalf. Upon receiving the proper notification, F.A. Davis will remove, or disable access to, the allegedly infringed material from the DavisPTnetwork Site.

To file a counter-notification, you must provide a written communication that sets forth the items specified below.

A valid counter notification is a written communication that incorporates the following elements: (a) A physical or electronic signature; (b) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (c) A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; (d) Your name, address, and telephone number, and a statement that you consent to the jurisdiction of federal district court for the judicial district in which the address is located, or if your address is outside of the U.S., for any judicial district in which the service provider may be found, and that you will accept service of process from the complainant.

Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

Please address all DMCA Notice and Counter-Notification letters to:

F.A. Davis' copyright agent for notices of claims of copyright infringement may be contacted as follows:

By Mail:

DMCA Designated Agent

F.A. Davis Company

_____________________

_____________________

United States

By Email: copyright@fadvis.com

LINKS AND LINKING

Public Pages. We welcome links to our site provided any such link does not improperly connote an affiliation with or an endorsement by F. A. Davis Company, or otherwise interfere with the operation of the DavisPTnetwork Site. Any links should open in a new browser window.

Framing. You will not place DavisPTnetwork Site pages in a “frame” within your own Web site, without specific written permission from F.A. Davis.

Proper Form of Link: Links to the home page of the DavisPTnetwork Site must take one of the following forms: the name “DAVIS PT NETWORK” in hypertext format, the URL www.davisptnetwork.com, or the F.A. Davis PT Network logo.

Outside Links: Although the DavisPTnetwork Site may include links providing direct access to other Internet sites, F.A. Davis takes no responsibility for the content or information contained on those other sites, and does not exert any editorial or other control over those other sites. F.A. Davis provides no warranties and explicitly disclaims any liability for any content or other information provided on other sites.

COMPLIANCE WITH THE CAN-SPAM ACT

The User agrees to abide by the CAN-SPAM Act (15 U.S.C. §§7701-13) when utilizing the Web site, posting in message boards, participating in chat rooms, and contacting other Users by email. The User may not use the DavisPTnetwork Site, including, but not limited to, message boards, chat rooms, or contact information to bombard individuals or groups with uninvited commercial email, sexually explicit commercial email, or engage in other activities in violation of the CAN-SPAM Act, such as, but not limited to: (a) harvesting email addresses from the DavisPTnetwork Site; (b) falsifying or using misleading header information; or (c) using deceptive subject lines. The User may not promote F.A. Davis' products or services through uninvited commercial emails without the express written consent of F.A. Davis.

F.A. Davis will not be liable for any direct, indirect, incidental, special, consequential, or punitive damages of any kind resulting from goods or services purchased or transactions entered into through postings on the DavisPTnetwork Site. The User agrees to indemnify, defend, and hold harmless F.A. Davis, its affiliates, officers, directors, employees, consultants, and agents from any and all third Party claims, liability, damages, and/or costs (including, but not limited to, attorneys' fees) arising from the User's activities in violation of the CAN-SPAM Act. The terms of this Agreement will inure to the benefit of the F.A. Davis' successors, assignees, and licensees. The User covenants to cooperate fully in the defense of any claim. However, F.A. Davis reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User and User shall not in any even settle any matter without the written consent of F.A. Davis.

REGISTERED USERS ACCOUNT AND PASSWORD

In consideration of your use of the DavisPTnetwork Site, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself when providing information to, signing up with, registering for use of or otherwise providing information to the DavisPTnetwork Site (the "PT Network Registration Data") and (b) maintain and promptly update the PT Network Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or F.A. Davis has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, F.A. Davis has the right to suspend or terminate your access to the DavisPTnetwork Site and refuse any and all current or future use of the DavisPTnetwork Site, or any portion thereof.

You must have your own password to access the DavisPTnetwork Site. Passwords may not be shared among Users. You are responsible for all use of your password(s).

PROHIBITED USE OF THE DAVISPTNETWORK SITE

No Objectionable Content. You agree that you will not post, or link to, any Content that may be interpreted as libelous, obscene or criminal, or which may infringe or violate any third party rights.

No Negative References. You agree not to make negative or disparaging references to F.A. Davis, its services or its members or otherwise compare F.A. Davis, its services or its members unfavorably to others.

No Commercial Use. You may not in any way make commercial or other unauthorized use, by copying, publication, re-transmission, distribution, performance, caching or otherwise, of material obtained through the DavisPTnetwork Site.

USE OF CONTENT BY F.A. DAVIS

F.A. Davis does not claim ownership of Content you post on the Posting Areas of the DavisPTnetwork Site. However, with respect to Content you submit or make available for inclusion on Posting Areas, you hereby grant to F.A. Davis the following irrevocable, royalty-free, worldwide, and non-exclusive license or licenses:

• With respect to Content you submit or make available for inclusion on Posting Areas, you hereby grant to F.A. Davis irrevocable, royalty-free, worldwide, and non-exclusive license or licenses to use, copy, reproduce, distribute, modify, adapt, transform, create derivative works based upon, publicly perform and publicly display such Content.

Contributions To The DavisPTnetwork Site And/Or To F.A. Davis. By submitting ideas, suggestions, documents, and/or proposals (“Submissions”) to F.A. Davis through the DavisPTnetwork Site, any Posting Areas, or any forms associated with the foregoing, you acknowledge and agree that:

• your Submissions do not contain confidential or proprietary information, and F.A. Davis is not under any obligation of confidentiality, express or implied, with respect to any Submissions;
• F.A. Davis shall be entitled to use or disclose (or choose not to use or disclose) such Submissions for any purpose, in any way, in any media worldwide;
• your Submissions automatically become the property of F.A. Davis without any obligation of F.A. Davis to you;
• you are not entitled to any compensation or reimbursement of any kind from F.A. Davis under any circumstances; and,
• F.A. Davis may have something similar to any Submission(s) already under consideration or previously in development, and you do not claim any rights in any such materials.

PERMISSIONS

Any User who would like to obtain permission to use any F.A. Davis Intellectual Property or any Content owned by F.A. Davis accessible via the DavisPTnetwork Site must fill out and submit the F.A. Davis Permissions Online Request Form located at the link http://www.fadavis.com/licensing/index.cfm.

DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE CONTENT ON THE DAVISPTNETWORK SITE (INCLUDING ALL F.A. DAVIS INTELLECTUAL PROPERTY, TEXT, MATERIALS, SOFTWARE, FUNCTIONS, SERVICES, AND INFORMATION MADE AVAILABLE HEREIN OR ACCESSED BY MEANS HEREOF) ARE PROVIDED AS IS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

NO REPRESENTATIONS OR WARRANTIES ARE MADE CONCERNING THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE MATERIALS OR SERVICES, OR OF ANY INFORMATION CONTAINED IN THE DAVISPTNETWORK SITE OR ANY SITE LINKED TO THE DAVISPTNETWORK SITE.

F.A. DAVIS DOES NOT WARRANT OR GUARANTEE UNINTERRUPTED ACCESS TO THE DAVISPTNETWORK SITE, OR ANY SITE LINKED TO THE DAVISPTNETWORK SITE.

IN NO EVENT SHALL F.A. DAVIS, ITS MEMBERS, OFFICERS, AFFILIATES, AGENTS, LICENSORS, EMPLOYEES OR INTERNET SERVICE PROVIDER(S) (COLLECTIVELY "REPRESENTATIVES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST REVENUE, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. THE FOREGOING LIMITATION SHALL APPLY EVEN IF F.A. DAVIS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGE.

F.A. DAVIS MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF ANY INFORMATION AND ITS SERVICES FOR ANY PURPOSE WHATSOEVER.

YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THIS SITE AND ANY INFORMATION ON THIS SITE. UNDER NO CIRCUMSTANCES SHALL F.A. DAVIS OR ANY OF OUR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF WE OR ANY OF OUR EMPLOYEES OR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY IN ANY EVENT IS LIMITED TO THE AMOUNT, IF ANY, ACTUALLY PAID FOR USE OF THE SITE AND YOU HEREBY RELEASE US AND OUR EMPLOYEES AND REPRESENTATIVES FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION.

UNDER NO CIRCUMSTANCES WILL F.A. DAVIS BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE DAVISPTNETWORK SITE.

INDEMNITY

You agree to indemnify and hold F.A. Davis and its representatives, affiliates, officers, employees and agents harmless from any and all losses (including, but not limited to, attorney fees) resulting from any claims that may be asserted against you, you assert, or may assert, based on or relating to your use, or the use of any individual using your password, of the DavisPTnetwork Site.

You further agree to indemnify and hold F.A. Davis and its representatives, affiliates, officers, employees and agents harmless from any and all losses resulting from claims of third Parties, including, but not limited to, attorney fees, that result in whole or in part from violations by you, or any individual using your password, of any of the terms of this Agreement.

IRREVOCABLE RIGHT TO TERMINATE AND/OR TO BLOCK ACCESS

F.A. Davis reserves the right to terminate, block or restrict your access to or use of the DavisPTnetwork Site for any breach or violation of any term(s) of this Agreement, solely at F.A. Davis’ discretion and solely using F.A. Davis’ judgment.

JURISDICTION/DISPUTES

This Agreement shall be governed in accordance with the laws of the Commonwealth of Pennsylvania. All disputes under this Agreement shall be resolved by litigation in the courts of the Commonwealth of Pennsylvania including the federal courts thereof and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

ASSIGNABILITY

This agreement is personal to You, and You may not assign this Agreement or the rights and obligations thereunder to any third party or person.

AGREEMENT BINDING ON SUCCESSORS

The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their permitted heirs, administrators, successors and assigns.

WAIVER

No waiver by either Party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement.

SEVERABILITY

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

SURVIVABILITY

The ownership and intellectual property rights and license provisions set forth in this Agreement, and any other provisions that by their sense and context the Parties intend to have survive, shall survive the termination of this Agreement and any obligations hereunder for any reason.

INTEGRATION

This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

***END***