THIS MEMBER LOGO LICENSE AGREEMENT (the "Agreement"), effective as of the date the of member clicks the "I agree" button below ("Effective Date"), is by and between American Academy of Ophthalmology, located at 655 Beach Street, San Francisco, CA 94109 United States ("ACADEMY") and the Academy member ("Member"). WHEREAS, ACADEMY is the owner of trademarks in multiple jurisdictions including but not limited to ACTIVE FELLOW OF THE AMERICAN ACADEMY OF OPHTHALMOLOGY, ACTIVE MEMBER OF THE AMERICAN ACADEMY OF OPHTHALMOLOGY and INTERNATIONAL MEMBER OF THE AMERICAN ACADEMY OF OPHTHALMOLOGY and their respective designs (the "Licensed Marks") and; WHEREAS, in furtherance of its mission ACADEMY wishes to license to Member, and Member wishes to use the Licensed Marks as described below. NOW THEREFORE, in consideration of the foregoing and of the mutual promises and undertakings hereinafter set forth, the parties, by their undersigned signatures, agree as follows: 1. Grant of Content License. As part of the benefits of membership in ACADEMY, ACADEMY grants to Member a non-exclusive and non-transferable license to use the Licensed Marks as follows: (a) on Member's business cards, stationery, website, and social and industry networking sites to describe his or her membership in ACADEMY and participation in its activities; (b) as part of a link to ACADEMY's website, pages on ACADEMY social or industry networking, or other ACADEMY online locations (collectively "Licensed Materials") 2. Ownership. ACADEMY retains all rights in the Licensed Marks not expressly licensed under this Agreement. Member acknowledges ACADEMY's exclusive ownership of the Licensed Marks and agrees that it will never challenge such ownership or the validity of the Licensed Marks. Member further agrees that all use of the Licensed Marks by Member and all goodwill associated with such use shall inure to the benefit of ACADEMY. 3. Restrictions on Use of the Licensed Content and Licensed Marks. 3.1. Compliance with Trademark Usage Guide. Member agrees to comply with ACADEMY's trademark style and usage guide ("Usage Guide") available on the ACADEMY member website, now located at www.AAO.org; as such Usage Guide may be updated from time to time by ACADEMY. 3.2. Restrictions on Trademark License. Member agrees that he/she shall not use or seek to register anywhere in the world, in whole or as part of any business name, trade name, trademark, service mark, or domain name, social or industry networking identifier, or any successor identifier to any of these: (a) any Licensed Mark or (b) any mark that is confusingly similar to any Licensed Mark. 3.3. Production of and Revisions to Licensed Materials. Upon request, Member agrees to produce to ACADEMY copies of the Licensed Materials to verify Member's compliance with this Agreement. Should ACADEMY require any revisions to such Licensed Materials, ACADEMY shall provide Member with notice of such revisions and Member agrees to make such revisions with ten (10) business days. 3.4. Modification of Licensed Marks. From time to time, ACADEMY may revise the appearance of the Licensed Marks. Upon such revisions, ACADEMY will notify Member, update the Style and Usage Guide and allow a reasonable amount of time for Member to transition to such compliance. 3.5. Use of Licensed Content or Marks for Endorsement Purposes. Member may not use the Licensed Marks in such a way that suggests that (a) ACADEMY has endorsed, licensed, or approved a particular service or product or (b) ACADEMY is providing medical advice or treatment to a patient., 4. Enforcement and Protection of Copyright and Trademark Rights. 4.1. Notice. Member shall notify ACADEMY promptly of any actual or threatened infringement, imitation, or unauthorized use of the Licensed Marks by third parties of which Member becomes aware. 4.2 Indemnification. Member shall notify ACADEMY promptly of any claim, suit, challenge or demand made to Member alleging that the Licensed Marks violates the trademark rights of a third party. Member further agrees to cooperate with ACADEMY in any legal action taken against ACADEMY related to Member's use of the Licensed Marks. 4.3. Infringement. As between the parties, ACADEMY shall have the sole right, at its expense, to bring any action on account of any such infringement, imitation, or unauthorized use, and to defend any such claim, suit, challenge or demand, and Member shall cooperate with ACADEMY, as ACADEMY may reasonably request, in connection with any such action or defense maintained by ACADEMY. ACADEMY shall retain any and all damages, settlement and/or compensation paid in connection with an action brought by ACADEMY, and ACADEMY shall have sole discretion to defend and settle, at its expense, any claim, suit, challenge or demand regarding the validity of ACADEMY's rights in the Licensed Content or Licensed Marks. 5. Term and Termination. 5.1. Term. Subject to the provisions of Section 5.2 below, this Agreement shall commence on the Effective Date, remain in force for one (1) year and automatically renew for successive one (1)-year terms unless either party sends the other party a notice of non-renewal at least sixty (60) days prior to the expiration of the then current term. 5.2. Termination. ACADEMY may terminate this Agreement: (a) immediately in the event that Member should be in material breach of this Agreement, provided that such material breach(es) are not cured within thirty (30) days of the notice of the breach by ACADEMY to Member, (b) immediately without the need for separate notice upon the effective date of any expiration or termination of Member's membership in ACADEMY, or (c) on thirty (30) days' notice if ACADEMY in consultation with its attorneys believes in good faith that the continuance of this Agreement could jeopardize its non-profit status. 5.3. Effect. Upon the expiration or termination of this Agreement, the licenses granted hereunder shall terminate, and the licensed rights in the Licensed Marks will automatically revert to ACADEMY, provided that if the Agreement expires Member shall have a ninety-day period from the effective date of expiration to exhaust its inventory of Licensed Materials in existence as of such effective date. Upon termination of this Agreement under Section 6.2, Member shall cease all use of the Licensed Materials in any medium and shall warrant to the ACADEMY that the Licensed Materials have been destroyed. Member will at any time execute any documents reasonably required by ACADEMY to confirm ACADEMY's ownership of all such rights. 5.4. Survival. Sections 3,4, 5 and 6 shall survive any expiration or termination of this Agreement 6. General. 6.1. Relationship of the Parties. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture or grant of a franchise between ACADEMY and Member. Member shall not have the right to bind ACADEMY to any obligations to third parties. 6.2. Notices. Any notice, demand, waiver, consent, approval, or disapproval required or permitted herein shall be in writing and shall be given by certified mail addressed to the parties at their respective addresses set forth above or at such other address as a party may hereafter designate in writing to the other party. A notice shall be deemed received on the date of receipt. 6.3 Entire Agreement; Amendments. This Agreement and the Schedule constitute the only agreement between the parties related to the Licensed Content and Licensed Marks. This Agreement can only be amended or modified by a writing signed by both ACADEMY and Member. 6.4 Waiver. No waiver of any right of a party or of a provision of this Agreement shall be effective unless there is a signed writing evidencing such waiver. No written waiver shall be deemed a continuing waiver of any subsequent similar breach. 6.5. Electronic Signatures. Each party agrees that an agreement signed and submitted electronically shall have the same legally binding effect as an original paper version would have. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the Effective Date. READ AND AGREED TO: American Academy of Ophthalmology