LIFESTYLE MATRIX RESOURCE CENTER
END USER LICENSE AGREEMENT

THE TERMS OF THIS AGREEMENT MAY BE AMENDED, SUPPLEMENTED OR MODIFIED AT ANY TIME BY LMRC IN ITS SOLE DISCRETION (INCLUDING, BUT NOT LIMITED TO, CHANGES REQUIRED BY OUR THIRD PARTY LICENSORS AND DATA PROVIDERS).

LMRC will use commercially reasonable efforts to post the revised version of this Agreement, or notice of the applicable changes, on the LMRC website located at www.lifestylematrix.com. In addition, LMRC may provide such other notice as LMRC may elect in its sole discretion.  If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you may no longer access or use the Resources. Your continued use of or access to the Resources following any changes or amendments to this Agreement shall conclusively demonstrate your acceptance of, and agreement to be bound by, such changes.

1. Resources. LMRC owns the website at www.lifestylematrix.com (“the Website”), and owns or has a license to sell the materials provided on the Website, including, but not limited to, Clinical Resources, Clinical Programs, Group Visit Toolkits and other media (“Resources”).
2. Ownership of the Resources of the Website. Each Licensee, as defined below, expressly acknowledges and agrees that the Resources are protected by copyrights, trademarks, trade secrets, patents or other proprietary rights (called "Intellectual Property Rights"); (b) all right, title and interest in and to these Resources and the Intellectual Property Rights belong solely and exclusively to LMRC or its licensors; and (c) these Intellectual Property Rights are valid and protected in all forms, media and technologies existing now or developed later.
3. Grant of License. Subject to the terms and conditions of this Agreement, LMRC hereby grants you (“Licensee”) a limited, non-exclusive, non-sublicensable, and non-transferable license as follows:
   1. (a)  Limited License. LMRC grants a limited license to all Authorized Users to use the Resources that is nonexclusive, personal, and nontransferable and may not be sublicensed.
   2. (b) Permitted Uses of Resources. Licensee is allowed to use the Resources purchased on the Website. However, Licensee is not authorized to make additional copies of any Resources purchased on the Website. Licensee must purchase additional copies of any of the Resources once used up.
      1. (i) You may, on an occasional and irregular basis, include insubstantial portions of Resources from the Website in memoranda, reports and presentations, and then only to the extent that such use is for educational purposes and of a non-commercial nature, does not otherwise diminish the pedagogical or commercial value of the Resources, and is otherwise permissible as "fair use", “fair dealing” or its equivalent under applicable copyright and intellectual property law. In each such instance, to the extent practicable, copyright, trademark, and other notices from the Website as well as appropriate source attribution to the LMRC and its licensors should be included proximate to the excerpted materials.
   3. (c) Prohibited uses of Resources. Except as may be expressly permitted by this Agreement or pursuant to express purchases of specific Resources, Licensees may not upload, post, reproduce, broadcast, publish, display, transfer or redistribute any Resources in any form, format or media or by means of any technology without obtaining the prior written authorization of LMRC and any other owner of the Intellectual Property Rights in such Resources.
      1. (i) You may not reproduce, sell, publish, broadcast, or otherwise disseminate or distribute Resources from the Website to anyone.
      2. (ii) You may not post Resources from the Website to newsgroups, mail lists, electronic bulletin boards, content aggregators, file storage services or any other on-line destination.
   4. (d) Permissions. If a Licensee wishes to request permission to reproduce Resources from the Website for other than the specifically authorized purposes, Licensee must request permission in writing from the LMRC.
4. Representations by Licensee.
   1. (a) Licensee agrees that the Resources will be used in accordance with all applicable laws, rules and regulations and the terms and conditions of this Agreement and any applicable documentation provided by LMRC. Licensee further acknowledges and agrees that use of the Resources is at the sole risk of the Licensee.
   2. (b)   Licensee shall not make any statement that misrepresents the value, composition, or application of the Resources nor represent, directly or indirectly, that any product or any service provided by Licensee has been approved or endorsed by, or is otherwise associated with LMRC or its third party licensors. Licensee may not use the Resources to develop any product or any service provided by Licensee.
5. Indemnification. You shall indemnify and hold harmless LMRC and its licensors and their respective affiliates, assignees, partners, managers, officers, directors, employees and agents against any and all judgments, damages, costs, or losses of any kind (including reasonable attorneys’ and experts’ fees) as a result of, and defend any action brought against the same, with respect to any third party claim, action, or proceeding that arises out of or relates to (i) your selection and/or use of the Resources, (ii) any product or any service provided by you, (iii) a breach by you or your obligations hereunder, or (iv) any claim of infringement, misappropriation or violation of any patent, trademark, copyright, trade secret, license, or other proprietary right that arises from your use of the Service other than as permitted hereunder.
6. Limitation of Liability. EXCEPT FOR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LMRC, UNDER NO CIRCUMSTANCES AND UNDER NO THEORY OF LAW, TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL LMRC OR ANY OF ITS LICENSORS OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING ANY CLAIMS FOR DAMAGES ALLEGING MEDICAL MALPRACTICE BASED, IN TOTAL, OR IN PART, ON LMRC RESOURCES, OR FOR ANY CLAIM OR DEMAND BY ANY THIRD PARTY, EVEN IF LMRC KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES, CLAIM OR DEMAND. IN NO EVENT SHALL THE CUMULATIVE AGGREGATE LIABILITY OF LMRC TO YOU, YOUR AFFILIATES OR ANY THIRD PARTIES UNDER THIS AGREEMENT (WHETHER BASED UPON CONTRACT, TORT, WARRANTY OR OTHERWISE) AT ANY TIME EXCEED THE AMOUNT OF FEES COLLECTED FROM YOU PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.  THE FOREGOING REPRESENTS AN EXPRESS ALLOCATION OF RISK BETWEEN THE PARTIES.
7. Miscellaneous.
   1. (a)   Notices.  Any notices or other communications required or permitted to be given or delivered by LMRC under this Agreement shall be undertaken by LMRC by any means LMRC determines in its discretion to be reasonable including, but not limited to, sending you an email notification (in which case the notice or other communication shall be deemed to be given when it is sent) or posting the notices or other communications on the LMRC’ website located at www.lifestylematrix.com (in which case the notice or other communication shall be deemed to be given when posted in LMRC’ website).  Any notices or other communications required or permitted to be given or delivered by you under this Agreement shall be in writing and shall be sufficiently given if delivered personally or if delivered by overnight commercial courier or by first class mail, postage prepaid, to LMRC at the following address: 1991 Duncan Place, Woodstock, IL, 60098, Attn: Aaron Bartz. Any notice or other communication by you shall be deemed to be given when it is personally delivered or as of the date it is delivered by the commercial courier or five (5) days after being deposited in first class mail, as the case may be, as herein specified.  Any change of address shall be served by notice pursuant to this Section 9(a).
   2. (b)   Assignment.  You may not assign or transfer this Agreement or any rights hereunder, by operation of law or otherwise, without the prior written consent of LMRC, which LMRC may withhold in its sole discretion.  Any purported assignment in violation of this Section 9(b) shall be null and void.  Subject to the foregoing limitation on assignment, this Agreement shall be binding upon the parties and their respective legal successors and assigns. 
   3. (c)   Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to the conflict of law provisions thereof.  In any action or proceeding among them, the parties hereto consent to the exclusive jurisdiction of the state or federal courts located in Wisconsin.
   4. (d)   Attorneys Fees.  If either party to this Agreement brings a legal action to enforce its rights hereunder, the prevailing party shall be entitled to recover its costs, expenses, and reasonable attorney’s fees incurred as a result of such action or the appeal of any such action.
   5. (e)   Waiver.  The waiver by LMRC of a breach of any provision of this Agreement by you shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision hereof.
   6. (f)    Remedies.  All remedies hereunder are cumulative and you acknowledge that, in the event of a breach of this Agreement by you, LMRC will not have an adequate remedy in monetary damages.  LMRC shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request.  The right to obtain injunctive relief shall not limit the right to seek further remedies.  
   7. (g)   Entire Agreement; Amendment.  This Agreement embodies the entire agreement of the parties relating to the subject matter hereof and shall supersede entirely all prior agreements, oral or written, between the parties.  No amendment or modification of this Agreement shall be valid or binding except upon the unanimous consent of the parties hereto and implemented in the manner contemplated in this Agreement.
   8. (h)   Severability.  Should any one or more of the provisions hereof be determined to be illegal or unenforceable, all other provisions hereof shall be given effect separately therefrom and shall not be affected thereby.