IMPORTANT – READ ALL OF THE TERMS AND CONDITIONS IN THIS LICENSE CAREFULLY BEFORE AGREEING TO AND ACCEPTING THIS LICENSE. BY CHECKING THE BOX NEXT TO “THE ABOVE-REFERENCED ORGANIZATION AGREES TO THE LICENSE AGREEMENT”, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AND YOU ACKNOWLEDGE THAT YOU HAVE FULLY READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS THAT FOLLOW, INCLUDING THE REPRESENTATIONS AND WARRANTIES, INDEMNIFICATION, AND TERMINATION PROVISIONS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE, DO NOT PROCEED. This Click-Wrap License Agreement (the “Agreement”), is a binding contract between Organon LLC, a subsidiary of Organon & Co., with a principal place of business at 30 Hudson Street, Jersey City, NJ 07302 (“we”, “us”, “our”) and the organization named in the form that appears above on your computer screen (“you”, “your”). WHEREAS, we own and publish this website (the “Website”) for purpose of making available certain materials describing or otherwise providing information about its patented intrauterine device (the “JADA system”) to hospitals and other healthcare institutions; WHEREAS, we are the owner or authorized licensee of the trademarks used on the Website or in the materials available on the Website (collectively, the “Licensed Marks”), and the owner of the works, content, videos, images, and materials including on the Website (collectively, “Licensed Copyright Materials,” and together with the Licensed Marks, the “Licensed IP”); WHEREAS, you wish to be given access to the Website and to use the Licensed IP to promote publicly your usage of the JADA system in the United States and U.S. territories (the “Territory”) for the purpose of fostering awareness of, and interest in, the JADA system (the “Approved Use”); and WHEREAS, we are willing to grant you a limited, non-exclusive, non-transferable, non-assignable, and revocable right and license to use the Licensed IP solely for the Approved Use and in the Territory, subject to the terms and conditions set forth in this Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, both we and you hereby agree as follows:

1. Grant of Limited License. Subject to the terms and conditions of this Agreement, we hereby grant to you, and you hereby accept from us, a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable, and royalty-free right and license (i) to use the Licensed Marks and (ii) to publish, reproduce, distribute, publicly display, the Licensed Copyright Materials, in each case, solely in the Territory and solely for the Approved Use.
2. No Right to Assign, Transfer, Sublicense, Delegate or Convey. You shall have no right to assign, transfer, sublicense, delegate, or otherwise convey any of your rights under this Agreement, without our prior written consent, which consent we may withhold in our sole and absolute discretion. Further, you agree that we are not responsible for any additional images, texts or other content that may be used in connection with the Licensed Copyright Materials. Nothing in this Agreement shall be interpreted as approving, endorsing or adopting any such additional content, and you shall not use the Licensed Copyright Materials and/or any such additional content in any way to indicate, imply or otherwise suggest our approval, endorsement or adoption of such additional content.
3. Ownership of Licensed IP; No Challenge. You hereby acknowledge and agree that we own all rights, title and interest in and to the Licensed IP and all goodwill associated therewith and that nothing herein shall give you any right, title and interest in or to the Licensed IP, except for the licensed rights expressly granted herein, and that all uses of the Licensed IP by you and all goodwill generated thereby shall inure to, and for the sole benefit of, us. You agree that you will not, during the Term or thereafter, directly or indirectly, challenge or assist any person or entity in challenging, in any jurisdiction, (i) our rights and title in and to the Licensed IP and our rights to use, and control the use of, the Licensed IP, or (ii) the validity of the Licensed IP or any registration or registration application therefor. In addition, you covenant that you (x) shall not do or cause to be done or omit to do anything, the doing, causing or omitting of which would call into question, contest or in any way impair or tend to impair our rights in the Licensed IP or the goodwill in, or the high reputation of, the Licensed IP, and (y) shall not represent to any third party that you have any ownership or other rights in or to the Licensed IP, other than the specific licensed rights conferred by this Agreement. You shall not use the Licensed IP in any way that would, or could reasonably be expected to, tarnish, infringe, disparage, demean, defame, embarrass, diminish or cause any harm to us, the Licensed IP, and/or the goodwill associated with the Licensed IP. This provision shall survive termination of this Agreement.
4. Markings and Attribution
   a. Licensed Marks. With respect to any Licensed Marks, you shall use such markings (e.g., ® or ™ and legends (e.g., [Licensed Marks] [is][are] the trademarks of the Organon group of companies and [is][are] used under license.)) as specified in the attached Guide to Use of Licensed Marks, as we may update such Guide from time to time, or otherwise comply with any instructions in such regard from us with respect to the use of Licensed Marks or as may otherwise be required under all applicable law in the Territory.
   b. Licensed Copyright Materials. With respect to any Licensed Copyright Materials, you shall use such markings (e.g., © [year] Organon group of companies) and legends (e.g., used with permission.) as specified in the attached Guide to Use of Licensed Copyright Materials, as we may update such Guide from time to time, or otherwise comply with any instructions in such regard from us with respect to the use of Licensed Copyright Material or as may otherwise be required under all applicable law in the Territory.
5. Samples of Uses; Quality Control. At our request, from time to time, you shall provide to us representative samples of all uses of the Licensed IP by you for the purpose of determining whether, in our good faith discretion, such uses conform to the Quality Standards, include the necessary markings, legends, and attributions, and conform with the scope of the licensed rights granted hereunder. If we find that any of the uses of the Licensed IP by you fail to comply with these requirements, we shall so notify you and you shall promptly either cease all such noncomplying uses or make such changes as we may request to bring any such uses into compliance. Failure to cease or correct any such noncompliance to our reasonable satisfaction within ten (10) days after notice thereof by us (or such longer time period as we may agree) shall constitute a material breach of this Agreement.
6. Term. This Agreement shall commence on the date that you check the box next to “The above-referenced organization agrees to the license agreement” at the foot of this computer screen and shall automatically renew on an annual basis thereafter for additional one-year terms (collectively, the “Term”), until terminated pursuant to Section 7 of the Agreement.
7. Termination. We may terminate this Agreement (i) at any time upon sixty (60) days written notice to you; (ii) immediately, upon written notice, if you breach any term of this Agreement; or (ii) immediately, upon written notice, if we, in our sole and absolute discretion, determine that the continuation of the Agreement will or could reasonably be expected to tarnish, infringe, disparage, demean, defame, embarrass, diminish or cause any harm to us, the Licensed IP, and/or the goodwill associated with the Licensed IP.
8. Post-Termination. Upon termination of this Agreement, you shall immediately cease all uses of the Licensed IP.
9. Enforcement Actions. You shall use reasonable efforts to notify us of any known or suspected infringement of the Licensed IP by third parties and shall reasonably cooperate with us with respect to our investigations and legal actions for the enforcement of our intellectual property rights. Any and all decisions as to whether or not to initiate and regarding any and all investigations and legal actions shall be at our sole and exclusive discretion.
10. Representations and Warranties.
    • YOU ACKNOWLEDGE AND AGREE THAT WE ARE LICENSING THE LICENSED IP ON AN “AS IS” BASIS.
    • WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED IP, INCLUDING ANY WARRANTY AS TO USE, QUALITY, THE FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, VALIDITY, ENFORCEABILITY, REGISTRABILITY OR NON-INFRINGEMENT, OR AS TO ANY OTHER MATTER.
    • You represent and warrant that you have the authority to enter into this Agreement.
11. Indemnification. You shall defend and indemnify us, and hold us harmless, including each of our respective parents, affiliates, officers, directors, employees, agents and representatives (each, an “Indemnified Party”) for, from, and against any damages, losses, liabilities, claims, judgments, proceedings, costs or expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) incurred or suffered by such Indemnified Party relating to, resulting from, or arising out of (i) the operation of your business or organization, including without limitation, uses of funding for nonexempt purposes, any false or misleading claims or statements relating to services provided or to tax-exempt status, any false or misleading advertising, product liability, torts, product defect, breach of warranty claims, (ii) any actual or alleged defects in your materials, (iii) the advertising, promotion, or marketing of your goods or services and any statements, claims or representations made therein, (iv) your breach of any of its covenants, representations, warranties or obligations under this Agreement, or (v) your gross negligence or willful misconduct. For clarity, we shall have the sole and absolute right to control the prosecution or defense of any claim, suit or proceeding brought by a third party involving the Licensed IP or our rights therein. This provision shall survive termination of this Agreement.
12. General Legal Provisions.
    • Waiver. The failure of any party to this Agreement at any time to require performance of any provision of or resort to any remedy provided under this Agreement shall in no way affect the right of that party to require performance or resort to a remedy at any time thereafter, nor shall the waiver by any party of a breach be deemed to be a waiver of any subsequent breach. A waiver shall not be effective unless it is in writing and signed by the party against whom the waiver is being enforced.
    • Severability. The provisions of this Agreement shall be deemed severable and the invalidity, illegality or unenforceability of any provision shall not affect the validity, legality or enforceability of the other provisions hereof. If any provision or provisions of this Agreement is deemed invalid, illegal or unenforceable by a court, (i) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision, and (ii) the remainder of this Agreement shall not be affected by such invalidity, illegality or unenforceability.
    • Governing Law; Jurisdiction; Venue; Jury Waiver. THIS AGREEMENT SHALL BE INTERPRETED UNDER THE LAWS OF THE STATE OF NEW JERSEY APPLICABLE TO CONTRACTS MADE AND WHOLLY PERFORMED WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW THEREOF. THE PARTIES AGREE TO SUBMIT ANY DISPUTE ARISING OUT OF THE AGREEMENT TO, AND HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF, THE STATE AND FEDERAL COURTS OF THE STATE OF NEW JERSEY AND HEREBY WAIVE, TO THE FULLEST EXTENT THEY MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH THEY MAY NOW OR HEREINAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH DISPUTE BROUGHT IN SUCH COURT AND ANY CLAIM THAT ANY SUCH DISPUTE HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE PARTIES HERETO ALSO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.
    • Entire Agreement. This Agreement shall constitute the complete understanding of the parties concerning the subject matter hereof and shall supersede all prior written or oral agreements or understandings. This Agreement shall not be modified or amended except in writing signed by the authorized representatives of each party.