TERMS, CONDITIONS & LICENSE AGREEMENT FOR COMPUTER ASSISTED DENTISTRY™ PROGRAM

BY LOGGING INTO, BECOMING A MEMBER OR OTHERWISE USING THE PROGRAM , YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT (THE "AGREEMENT"). IF YOU DO NOT CONSENT TO BE BOUND BY THIS AGREEMENT, USE OF ANY OF THE PROGRAM’S MATERIALS IS STRICTLY PROHIBITED.

Subject to the terms and conditions of and except as otherwise provided in this Agreement, MFB Productions, Inc. a New York State Corporation (herein referred to as “vender”) grants to you, the Dental Practice (herein “Practice”) a nonexclusive, nontransferable, license to use the Computer Assisted Dentistry™ Program, (herein “Program”) the content of which includes but is not limited to the list below for which the Practice has paid the required fees as permitted by this Agreement.

1. Computer Assisted Dentistry™ Program. In consideration of an annual fee the Dental Practice shall receive from Vendor the following:

• An annual license to use the mark “Computer Assisted Dentistry™ and other brand elements of the program including but not limited to newspaper ads, point of purchase materials, web materials, patient communication materials including letters, email copy, magazine ads and radio copy during the term of this agreement;
• An annual listing of the Dental Practice on the computerassisteddentistry.com nationwide directory website;
• An annual membership in computerassisteddentistry.com dentists’ marketing site and access to marketing and practice management information and materials;
• An annual link to members individual practice website from the dentist locator page;
• Use of Customizable marketing materials package for individual practice marketing activities for the term of this agreement. .

Vendor reserves the right to modify or change the Licensed Materials provided hereunder at its sole discretion.

2. Computer Assisted Dentistry™ Program Fee. In consideration of the program listed above, the Practice shall pay Vendor an annual fee in the amount stated for the Term of this Agreement. Vendor reserves the right to alter the fee at the time of renewal.

3. Term. This Agreement is effective from the date the Practice accepts these terms and conditions and shall remain in full force and effect for a term of one (1) year. At the end of the Term, this Agreement can be renewed for successive one year terms.

4. Independent Contractors. The relationship between both parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to give either party the power to direct and control the day-to-day activities of the other. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such relationship upon either party.

5. Indemnification. Vendor shall have no liability for any claims or damages whatsoever asserted by any third party against Practice for its use of the Program Materials, in whole or in part, in advertising its CAD CAM activities or from any other exercise of its rights granted hereunder. Practice shall defend, indemnify and hold harmless Vendor its affiliates and respective officers, directors agents and employees against any and all expenses, claims, demands, liabilities, damages and money judgments incurred by or asserted or rendered against Vendor pertaining to any transaction, dealing, conduct, act or omission or any other matters or things occurring or existing at any time in connection with the Practice use of the Program Materials and any and all activities undertaken pursuant to this Agreement.

6. Ownership. Vendor warrants that it is the sole owner of the Program Materials. Practice will do nothing inconsistent with such ownership and agrees that all such use of the Program Materials by him/her shall inure to the benefit of and be on behalf of Vendor. Nothing in this Agreement shall give Practice any right, title or interest in or to the Program Materials other than the right to use the Materials in accordance with the terms of this Agreement. Except as otherwise expressly provided under this Agreement, Practice shall have no right, and specifically agrees not to sell, lease, assign, create a security interest in, sublicense, distribute copies of or otherwise transfer its license rights to any third party, and any such Transfer shall be null and void as to any rights the Practice or the transferee may assert.

7. Quality Control. Practice agrees to use the Program Materials solely in connection with advertising and/or marketing its CAD CAM products, services and activities and in a manner as prescribed by Vendor that: (1) meet or exceed Vendor’s quality and performance standards of the Licensed Materials; (2) that meet or exceed standards of quality and performance generally accepted in the dental industry; and (3) that comply with all applicable laws, rules, and regulations. Customer agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Program materials.

8. Governing Law & Jurisdiction. This Agreement and the parties’ actions under this Agreement shall be governed by and construed under the laws of the state of New York, without reference to conflict of law principles.

9. Entire Agreement. This Agreement constitutes the entire Agreement between both parties concerning this transaction, and replaces all previous communications, representations, understandings, and Agreements, whether verbal or written between the parties to this Agreement. Any changes or amendments to this Agreement must be in writing and signed by the party against whom that writing is to be used.

10. Notices. Any notice required or permitted by this Agreement shall be deemed given if sent by registered mail, postage prepaid with return receipt requested, addressed to the other party at the address set forth in the preamble of this Agreement or at such other address for which such party gives notice hereunder. All notices should be sent to MFB Productions, Inc. 10 Evermay Lane, Williamsville, New York 14221.

11. Arbitration. Any dispute relating to the interpretation or performance of this Agreement shall be resolved at the request of either party through binding arbitration. Arbitration shall be conducted in Erie County, New York in accordance with the then-existing rules of the American Arbitration Association. Judgment upon any award by the arbitrators may be entered by any state or federal court having jurisdiction.

12. Severability. If any provisions of this Agreement are held by a court of competent jurisdiction to be invalid under any applicable statute or rule of law, they are to that extent to be deemed omitted and the remaining provisions of this Agreement shall remain in full force and effect.

I AGREE _________

Computer Assisted Dentistry™ is a trademark of MFB Productions, Inc. Copyright, MFB Productions, Inc. 2009. All rights reserved.