Free Content License Agreement ("Agreement")

This is an agreement between you (hereinafter referred to as "You" or "Your") and Optio Publishing Inc. ("Optio") (each a "Party" and together, the "Parties"). For good and valuable consideration, the Parties agree as follows:

1. Definitions. In this Agreement:

1.1. "Content" means the images and text provided to You by Optio.

1.2. “Social Media Profiles” mean Facebook, Instagram, and Google My Business.

1.3. “Website” mean the website for Your dental practice.

2. Content Access.

2.1. Grant of License. Optio hereby grants You, and You hereby accept from Optio, a non-exclusive, non-transferable, non-sub-licensable license to post the Content to Your Social Media Profiles and Website as specifically provided for herein (the "License"). No other rights are granted to You and You covenant not to make any other use of the Content whatsoever.

2.2. Content Upgrades. Optio may, from time to time, add, or update Content ("Content Upgrades") and will notify You as Content Upgrades are made. Notification emails will be sent in connection with each Content Upgrade to the email address You provide to Optio.

3. Intellectual Property and Confidentiality.

3.1. Optio Ownership. The Content and intellectual property related thereto (the "Intellectual Property") are owned or duly licensed by Optio and are protected by Canadian intellectual property laws and applicable international laws, treaties, and/or conventions. Optio (and its licensors) own and retain all right, title and interest in the Content. You agree to use Your best efforts to protect the Intellecutal Property from unauthorized use, reproduction, distribution or publication. You shall not during or at any time after the expiry or termination of this Agreement in any way question or dispute Optio's (or its licensors) ownership of the Intellectual Property.

3.2. Confidential Information. As part of this Agreement, Optio may disclose to You certain confidential or proprietary information relating to the Content or the business of Optio (the "Confidential Information"). Unless otherwise indicated in writing, You agree not to disclose any Confidential Information, whether oral or written or in other tangible form without Optio's prior written consent.

3.3. Injunctive Relief. You acknowledge that any breach of this Section 3 by You may cause Optio irreparable harm. Accordingly, in addition to any legal remedies available to Optio for losses or damages resulting from such breach, Optio shall have the right to seek a restraining order, injunction, specific performance, or other equitable relief (or the equivalent of any such relief, though known or designated by some other name or term) from any court of competent jurisdiction.

4. Warranty and Limited Liability and Indemnity.

4.1. No Representations. The Content is provided "as is" without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. OPTIO DOES NOT WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR WILL BE ERROR-FREE.

4.2. Exclusive Remedy. The entire risk as to the quality and performance of the Content is with You. OPTIO'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY SHALL BE TERMINATION OF THIS AGREEMENT AND CEASING TO USE THE CONTENT.

4.3. LIMITED LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL OPTIO BE LIABLE FOR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

4.4. Indemnity. You agree to indemnify Optio against all liabilities, costs and expenses of any kind which Optio may incur as a result of any third party complaint or claim relating to Your use of the Content, including any complaint or claim for negligence, violation of personal privacy or infringement of any copyright or other proprietary right relating to the use of the Content.

5. Term and Termination.

5.1. Term. This Agreement shall commence at the moment you electronically accept, or sign, this Agreement and shall remain in force until terminated in accordance with the terms and conditions herein.

5.2. Termination. Optio may terminate this Agreement at any time upon written notice to You. Upon receipt of such notice, You agree to immediately cease posting any and all Content to your Social Media Profiles and/or Website and to delete or return all Content in your possession, as requested by Optio.

6. General.

6.1. Assignment. This Agreement shall be binding on and enure to the benefit of Optio and its successors and assigns. This Agreement may not be transferred or assigned by You without the prior written consent of Optio.

6.2. Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.

6.3. Waiver and Amendment. The waiver by either Party of any default or breach of this Agreement shall not constitute a waiver of any other, or subsequent, default or breach. This Agreement may not be modified or amended except by a subsequent written agreement signed by the Parties.

6.4. Entire Agreement. This Agreement, together with the online order form, constitutes the entire agreement between the Parties and supercedes all prior agreements, written or oral, concerning the subject matter of this Agreement.

6.5. Governing Law. This Agreement shall be construed in accordance with the laws of the Province of Nova Scotia and the laws of Canada, applicable therein. The Parties hereby attorn to the jurisdiction of the courts of the Province of Nova Scotia in respect of any claim that arises pursuant to this Agreement.

6.6. Survival. Sections 3, 4 and 6.8 shall survive the termination or expiry of this Agreement.

6.7. Notices. Any notice required or permitted under the terms of this Agreement or required by statute, law or regulation shall (unless otherwise provided) be in writing and shall be delivered in person, sent by registered mail or air mail as appropriate, properly posted and fully prepaid in an envelope properly addressed or sent by facsimile or by electronic mail to, in the case of Optio, 200-6265 Quinpool Rd, Halifax, NS B3L 1E9, or in the case of You, the email address that You provided at the time You entered into this Agreement. Any such notice shall be in the English language and shall be considered to have been given at the time when actually delivered if delivered by hand, or upon the next working day following sending by facsimile or electronic mail or in any other event within 10 days after it was mailed in the manner provided.

6.8. Optio may change or alter the terms of this Agreement from time to time by providing notice to You of such changes or alterations. In the event that You do not accept such changes, Your sole recourse under this Agreement shall be to terminate this Agreement.