Licensing Agreement  for   ROCHE DIETITIANS LLC “We Test for Safety” IDDSI Training Program    1. INTRODUCTION.  This Licensing Agreement (“Agreement”) is made between Roche Dietitians, LLC, incorporated in the state of Illinois with its registered office at 353 East Burlington Street, Suite 204, Riverside, IL 60546 (hereinafter referred to as “RD” or “Licensor”), and the purchaser (“Licensee”) who agrees to the terms of this Agreement by clicking “I Agree” during the purchase process of the “We Test for Safety” IDDSI training program (“Program”).   2. LICENSE.   The Program materials that are the subject of this Agreement consist of printed materials, electronic information, audio or video/DVD information or published information in any form by RD.  Licensee and the approved, known, limited users authorized by Licensee to share this limited license (its “Authorized Users”) acknowledge that the copyright and title to the Licensed Materials and any trademarks and service marks relating thereto remain with RD. Neither Licensee nor its Authorized Users shall have right, title or interest in the Licensed Materials except as expressly set forth in this agreement.   2.1 Grant of License  In consideration of payment, the Licensor grants the Licensee a non-exclusive, non-transferable, and revocable license to access and make permitted use of the Program and its Licensed Materials for personal, non-commercial purposes only. This grant of license includes providing use of the Licensed Materials to Authorized Users in accordance with this Agreement.  3. USAGE.   The Licensee shall ensure that only Authorized Users are permitted access to the Licensed Materials. Licensee is not permitted to make any copies, alterations or modifications to the Licensed Materials. One such permitted use of this license is with regards to purchased forms that may be downloaded and distributed to Licensee and its employees for business purposes such as education. Other than as specifically permitted in this Agreement, Licensee may not use the Licensed Materials for commercial purposes, including but not limited to the sale of the Licensed Materials or bulk reproduction or distribution of the licensed materials in any form.   3.1 Restrictions on Usage.  The Licensee agrees that:  (i) The Program is for the Licensee’s limited business use only;  (ii) The Licensee shall not broadcast, distribute, or share the Program with others;  (iii) The Licensee shall not charge others for access to the Program; and  (iv) The Licensee shall not modify, copy, or create derivative works based on the Program.  4. LIMITATION OF LIABILITY.  The Licensed Materials are provided for Licensee’s own business, educational and noncommercial use as a resource aid only. The Licensed Materials are not intended to be a substitute for professional medical advice. Consequently, RD is not liable for any loss or damage directly or indirectly to the Licensee or Authorized Users of any material or information contained in the licensed materials. To the maximum extent permitted by law, the Licensor shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the use of the Program.  4.1 Intellectual Property Rights.  All intellectual property rights in and to the Program are solely owned by the Licensor. The Licensee acknowledges that they have no ownership rights in the Program.  4.2 LIMITATIONS ON WARRANTIES.    RD makes no representation or warranty and expressly disclaims any liability with respect to the content of any Licensed Materials, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights or the disclosure of confidential information. Except for the express warranties stated herein, the Licensed Materials are provided on an “as is” basis and RD disclaims any and all other warranties, conditions or representations (express, implied oral or written), relating to the Licensed Materials or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. RD makes no warranties respecting any harm that may be caused by the transmission of computer virus other such computer program. RD further expressly disclaims any warranty or representation to Authorized Users or to any third party.  5. TERM AND TERMINATION.  This Agreement is effective upon acceptance by the Licensee and will remain in effect until terminated by either party. The Licensor may terminate this Agreement immediately if the Licensee breaches any terms of this Agreement.  6. GOVERNING LAW AND JURISDICTION.  This Agreement shall be governed by and construed in accordance with the laws of the state of Illinois, in which the Licensor is headquartered, without regard to its conflict of law principles.  7. ACCEPTANCE.  By clicking “I Agree,” the Licensee acknowledges that they have read, understood, and agree to be bound by the terms of this Agreement.