Six Month Smiles

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Trademark License Agreement

To access the Six Month Smiles Provider Resource Center and the online forum please read and accept the following Trademark License Agreement:

Six Month Smiles, LLC

Trademark License Agreement

Welcome to Six Month Smiles, LLC ("SMS"). We are pleased that you are interested in making the Six Month Smiles System a part of your practice. SMS has developed a unique system and technique for short-term orthodontic treatment marketed under the name "Six Month Smiles." SMS owns the federally registered names and logos identified on Schedule A (the "Trademarks"). SMS requires all dentists offering the treatment to sign this Trademark License Agreement. Please read this Agreement carefully. If you agree to the terms of this Agreement, please sign and date page 3 and provide us with your mailing address, telephone number, fax number, and e-mail address. This Agreement will be effective on the date on which you sign page 3 (the "Effective Date").

I. Grant of License.

Subject to the terms and conditions of this Agreement, SMS hereby grants to you, as licensee, and you hereby accept, a non-exclusive, royalty free (subject to Section IV, below) right and license to use the Trademarks in connection with the operation of your dental facility. You covenant, agree, and warrant that only you are licensed hereby to provide the SMS short-term orthodontic treatment and that you will be the only individual in your dental facility providing such treatment to patients; provided, that you may be assisted in providing such treatment by your employees so long as they are at all times directly supervised by you. Neither you nor your employees shall use the Trademarks or otherwise exploit the license hereby granted except as expressly stated in this Agreement.

You have no right to assign, transfer, delegate, or sublicense any of the Trademarks or all or any part of this Agreement or all or any of your rights or obligations under this Agreement. You understand and acknowledge that the license granted under this Agreement is limited to you, your dental facility, and your employees.

Nothing contained in this Agreement shall in any way restrict or affect SMS's right to use, or to license third parties to use, the Trademarks in any manner whatsoever.

II. Term.

Unless sooner terminated by SMS or you in accordance with the provisions of this Agreement, the initial term of this Agreement and the license granted hereby shall commence on the Effective Date and shall expire 18 months after the Effective Date.

The term of this Agreement shall be automatically renewed for subsequent 18 month periods on each anniversary of the Effective Date unless either party gives written notice to the other party, at least thirty (30) days prior to such anniversary, of such party's intention to terminate this Agreement as of such anniversary.

III. Intellectual Property Ownership Rights.

Ownership of the Trademarks. You acknowledge, understand, and agree that SMS has sole and exclusive ownership of all right, title, and interest in and to the Trademarks and the Promotional Materials (as defined in Section IV below), any and all copyrights related to the Trademarks and Promotional Materials, and all registrations and applications therefor. You shall not, during the term of this Agreement or thereafter, do anything (or allow anything to be done) that would in any way damage, injure, or impair the validity and subsistence of the Trademarks or the Promotional Materials, nor shall you attack, dispute, or challenge, nor aid others to do so, SMS's right, title, and interest in and to the Trademarks and Promotional Materials, or the validity of this Agreement.

No Use After Expiration or Termination. Upon expiration or termination of this Agreement for any reason, you shall immediately cease all use of the Trademarks, the Promotional Materials (including, without limitation, the "before and after" photographs included in the Promotional Materials), and other intellectual property rights owned by SMS, and shall at SMS's request take all steps and actions as may be necessary or appropriate to reflect or confirm the expiration, termination, and/or surrender of your rights to use the same. Without limiting the generality of the foregoing, immediately upon expiration or termination of this Agreement, you will return to SMS or destroy (at SMS's discretion) all Promotional Materials then in your possession or control and any and all copies or extracts thereof. Upon SMS's request, you will provide SMS with a certificate, signed by you, attesting that all Proprietary Information has been so returned and/or destroyed.

Infringements. You shall inform SMS forthwith if you learn of any infringement of any Trademark or of other intellectual property rights now or hereafter owned by SMS. You shall provide information, cooperation, and assistance to SMS concerning such infringements, including, without limitation, in any further investigation or legal action. Upon learning of such infringements, SMS shall have the sole right, but not the obligation, at its sole discretion and expense, to take such action as SMS considers necessary or appropriate to enforce SMS's rights, including, without limitation, legal action to suppress or eliminate the infringements, and/or to settle any such dispute and/or action. You shall have no authority to enforce the rights of SMS, nor shall you have any right to demand or control action by SMS to enforce such rights.

IV. Purchase of Kits; Promotional Materials.

During the initial 18 month term of this Agreement and during each 18 month renewal term, you shall be required to purchase from SMS not less than five (5) of SMS's patient tray kits (the "Kits"). During the term of this Agreement, SMS shall continue to provide you with posters, "before and after" photographs demonstrating the benefits and results of the SMS short-term orthodontic treatment, brochures, office forms and other promotional materials reasonably requested by you (the "Promotional Materials") in order to assist you with the promotion of the Six Month Smiles orthodontic treatment at your dental facility. During the term of this Agreement, SMS will also list you, by zip code, on the SMS website as a provider of the SMS short-term orthodontic treatment, after submission of first 3 cases. Should you fail to satisfy your minimum purchase requirement of Kits hereunder, SMS may, in its sole and absolute discretion, cease to supply you with Promotional Materials and delete your listing from the SMS website.

V. Termination.

If either party fails to perform or materially breaches any of its obligations under this Agreement, the other party will have the right, without prejudice to any other rights that it may have, to terminate this Agreement by giving thirty (30) days written notice to the defaulting or breaching party. This Agreement will terminate automatically upon the expiration of the thirty-day notice period unless the defaulting or breaching party remedies the default or breach to other party's reasonable satisfaction within said thirty-day period.

VI. Governing Law; Relationship of the Parties.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

The parties are and intend to remain independent entities and independent contractors. Nothing in this Agreement shall be deemed to create a partnership, joint venture, franchise, or relationship of principal and agent between the parties, and each party agrees that it will not claim, and will disclaim, such status or rights associated therewith. Nothing in this Agreement shall be deemed to authorize either party to make any representations or warranties on behalf of, or otherwise to act for, represent, or bind, the other party in any manner whatsoever.

Schedule A

Trademarks

The name: "SIX MONTH SMILES"?

The SMS logo consisting of the Six Month Smiles "crown of smiles" and the stylized name "Six Month Smiles" that appears in the logo (set forth below):

Note: Brand standards prevent usage of this logo in a manner that is inconsistent with the standards laid out by Six Month Smiles. This includes changing the font, colors and/or encroaching on the white space around the logo with a doctor's name, practice name etc.

The Six Month Smiles message forum is a private email forum for Six Month Smiles alumni. The primary purpose for this forum is to provide a positive, cooperative environment in which treatment plans, concepts, innovations and thoughts may be expressed amongst Six Month Smiles alumni. It is not a public forum in which products or companies in competition with Six Month Smiles may be promoted or referenced. The goal is to enhance the spirit of camaraderie already present within the Six Month Smile community and to foster a spirit of continuous improvement.

No emails can be forwarded, copied, faxed or disseminated without the permission of the author and Six Month Smiles. A violation of this rule is grounds for immediate removal from the forum.

No inappropriate behavior will be allowed on this forum, nor is it appropriate for individuals to solicit products or services on the Six Month Smiles Forum without prior approval from Six Month Smiles. All attempts to provide a positive, helpful environment should be met.

By agreeing to these rules, you warrant that you will not post any messages that are obscene, vulgar, sexually-oriented, hateful, threatening, or otherwise violative of any laws.

The owners of Six Month Smiles Online Forum reserve the right to remove, edit, move or close any content item for any reason.

The Six Month Smiles message forum is a private email forum for Six Month Smiles alumni. The primary purpose for this forum is to provide a positive, cooperative environment in which treatment plans, concepts, innovations and thoughts may be expressed amongst Six Month Smiles alumni. It is not a public forum in which products or companies in competition with Six Month Smiles may be promoted or referenced. The goal is to enhance the spirit of camaraderie already present within the Six Month Smile community and to foster a spirit of continuous improvement.

No emails can be forwarded, copied, faxed or disseminated without the permission of the author and Six Month Smiles. A violation of this rule is grounds for immediate removal from the forum.

No inappropriate behavior will be allowed on this forum, nor is it appropriate for individuals to solicit products or services on the Six Month Smiles Forum without prior approval from Six Month Smiles, LLC. All attempts to provide a positive, helpful environment should be met.

By agreeing to these rules, you warrant that you will not post any messages that are obscene, vulgar, sexually-oriented, hateful, threatening, or otherwise violative of any laws.

The owners of Six Month Smiles Online Forum reserve the right to remove, edit, move or close any content item for any reason.

Six Month Smiles

35 Main St. Scottsville, NY 14546
Toll Free 866.957.7645