END-USER LICENSE AGREEMENT (“EULA Agreement”)

Managing Cancer and Living Meaningfully (CALM®) Program

The CALM® Licensed Work (“Licensed Work”) consisting of branded non-alterable, non-editable materials (“Toolkit”), as well as editable notes and templates (“Support Material”) and all intellectual property rights in the Toolkit and the Support Material, including all copyright and trademark rights, are owned by UNIVERSITY HEALTH NETWORK (“UHN”). No intellectual property rights are provided except as outlined in this End-User License Agreement

This Agreement is between you (“You”) on behalf of a cancer centre or other similar organization (“Health Organization”) and UHN, a Ontario corporation incorporated under the University Health Network Act, 1997, having a business office at 101 College Street, Suite 150, Heritage Building, MaRS Centre, Toronto, Ontario M5G 1L7 Canada.

TAKING ANY STEP TO DOWNLOAD THIS LICENSED WORK MEANS THAT YOU REPRESENT A HEALTH ORGANIZATION AND YOU ARE AUTHORIZED TO ACCEPT ALL THE TERMS OF THIS EULA AGREEMENT ON BEHALF OF THE HEALTH ORGANIZATION. WRITTEN APPROVAL IS NOT REQUIRED TO MAKE THIS EULA AGREEMENT VALID AND ENFORCEABLE. IF YOU ARE NOT REPRESENTING A HEALTH ORGANIZATION, OR IF YOU DO NOT, OR CANNOT, AGREE TO ALL OF THE TERMS OF THIS AGREEMENT ON BEHALF OF THE HEALTH ORGANIZATION, YOU ARE NOT AUTHORIZED TO DOWNLOAD OR OTHERWISE COPY OR DISTRIBUTE THIS LICENSED WORK.

1. GRANT OF RIGHTS

UHN is providing this Licensed Work in support of You, on your own behalf, or as a member of a cancer centre or other similar organization (“Health Organization”) for purposes of implementing Managing Cancer and Living Meaningfully (CALM®) program (“Program”) at a single location (“Site”).

By downloading this Licensed Work you are being given the right to access the Toolkit and Support Material. Additional editable Support Material might also be provided in support of creating your own instance of the Program. UHN claims no copyright in these editable resources and is not limiting your ability to copy, modify, and/or otherwise distribute these editable materials.

If You are downloading this Licensed Work on behalf of a Health Organization, UHN agrees to allow You to make multiple copies of the Toolkit and Support Materials and distribute these copies as required for purposes of facilitating the Program at your Site and for no other purpose (the “License”).

As a member of a Health Organization and representing a Site, UHN will provide to You complementary by-annual attendance to participate in CALM® Program Workshops at no charge, excluding relevant transportation and accommodation fees. UHN will also agrees provide You with CALM® program implementation guidance for the duration of this EULA. As a member of a Health Organization and representing a Site, You also agree to regularly furnish UHN with regular reports regarding the progress of the implementation of the CALM® Program based on pre-established performance metrics.

This License is limited to the Site. If You require additional copies of the Licensed Work, in support of implementing the Program at another location, an additional License is required.

This License does NOT give You or the Site the right to utilize the trademarks including CALM® (the “CALM Trademarks”). License rights to the CALM Trademarks can be obtained through a separate license agreement with UHN.

2. OWNERSHIP

Accept as otherwise outlined, UHN retains all right, title and interest in all intellectual property in the Licensed Work. You do not acquire any other rights (either explicity or implicitly) beyond those rights set forth in this Agreement.

3. DISCLAIMER

(a) Before initiating a Program You agree to fully review the Toolkit and the Support Materials in detail and to ensure that all other individuals involved in delivering the Program (“Administrators”) review the Toolkit and Support Materials in detail. You understand and agree that in no event will UHN (their contractors, elected and appointed officials, directors, officers, agents, representatives and employees be liable for any claim, demand, action, cause of action, proceeding, cost, expense, judgment, damages, harm (including medical problems, injury and death) or loss (collectively, “Claims”), whether based on breach of contract, tort (including negligence) or otherwise, that participants may suffer as a result of or in connection with Your use of the Toolkit or Support Materials, including without limitation, from any negligence caused by You, Administrators, or any other agents of You in developing and delivering the Program. Where You have downloaded the Toolkit and accessed Support Materials in support of a Centre, You agree as agent of the Centre to indemnify and hold UHN, their contractors, elected and appointed officials, directors, officers, agents, representatives and employees (collectively, the “Indemnified Party”) harmless in respect of any claims, including reasonable legal fees, which may be made or brought against an Indemnified Party or which the Indemnified Party may suffer or incur directly or indirectly as a result of, in respect of or arising out of Licensee or Administrators use of the Licensed Materials and delivery of the Program.

(B) UHN DISCLAIMS ALL EXPRESS AND IMPLIED REPRESENTATIONS WARRANTIES, OR CONDITIONS, WITH RESPECT TO THE LICENSED WORK AND/OR ANY PROGRAM DEVELOPED UTILIZING SAME, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABLE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF LICENSED WORK WILL NOT INFRINGE ANY PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER RIGHTS, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF DEALING.

4. SEVERABILITY

If any provision of this Agreement is held to be illegal, invalid or otherwise unenforceable, that provision will be enforced to the extent possible or, if incapable of enforcement, deemed to be severed and deleted from this Agreement, and the remainder will continue in full force and effect. The waiver by UHN of any default or breach of this Agreement will not waive any other or subsequent default or breach.

5. NO ASSIGNMENT

You may not assign, sell, transfer, delegate or otherwise dispose of this Agreement or any rights or obligations under it without UHN’s prior written consent. Any purported assignment, transfer or delegation will be null and void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.

6. TERM AND TERMINATION

(a) UHN may terminate this Agreement by giving written notice to You. Written notice will be deemed to have been given by providing notice to the information and address provided upon acceptance of this Agreement by downloading the licensed work.

(b) Upon termination of this Agreement, You shall destroy or return all copies of the Toolkit and Support Materials, and provide written confirmation that all copies have been either returned or destroyed.

7. GENERAL PROVISIONS

(a) This Agreement shall be construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein, and Licensee consents to the non-exclusive jurisdiction of the courts of Ontario and all courts competent to hear appeals therefrom.

(b) Unless otherwise superseded in writing, this Agreement constitutes the sole and entire agreement between You and UHN with respect to the subject matter under this Agreement and overrides any previous agreements or understandings between You and UHN regarding the subject matter of this Agreement. Neither the course of conduct between the parties nor trade usage shall act to modify or alter any provisions of this Agreement.

(d) Sections 2 through 5 and 6(b) shall survive termination of this Agreement.