Healthsim, LLC
HeadOn: Making Good Choices (for Grades 3-5)
PROGRAM LICENSE AGREEMENT

Thank you for purchasing Healthsim educational software, distributed by Prevention Science Media. By activating your HeadOn website subscription (the "Program"), published by Healthsim, LLC ("Healthsim" or "Licensor"), you agree to the terms and conditions of this License Agreement as Licensee. The Program consists of a proprietary interactive prevention and educational program, including all audio-visual, graphic, sound and text on the website provided with purchase, together with the user manuals and all accompanying materials, including any and all derivative works and later versions of the Program regardless of name.

You have contracted with Licensor to use and display the Program on processor(s) for a single user as specified on your registration materials ("Order").

1. LICENSE

a. Grant of License. Licensor grants Licensee, pursuant to the terms and
conditions of this Agreement, a non-exclusive, non-transferable, royalty-free license to install, display and use the Program solely for Licensee's own internal educational and training by the user specified in the Order ("licensed user").

b. Purchase of Program. Purchase of any version of the Program does not include subsequent or additional versions of any Program, if any, each of which must be purchased and licensed separately. Purchase of any version of the Program does not include technical support or further Program or other educational training or support. Only limited technical or other support is available. Please see Section 5, below.

c. Additional Restrictions on Use. Licensee will not (i) use the Program for third party training or other third party use, or (ii) sell, reproduce, transfer, publish, disclose, display or otherwise use or make available the Program to any party in addition to Licensee's maximum number of licensed users, or in any location other than the equipment (processor) specified on the Order at the licensed location(s). No sublicenses may be granted by Licensee in the Program or any part of the Program.

d. Copies. Licensee may not reproduce or copy the Program or any portion of the Program in any media now known or developed later, provided only that Licensee may print screen shots of the Program for its internal use and training of licensed users at the licensed location(s) only. Purchase of a website subscription does not grant Licensee any right or interest in the Program except the limited license for authorized users to use the Programs as provided in Licensee's Order. All rights in the Program not specifically granted to Licensee by this Agreement are reserved to Licensor. The Program is and remains the exclusive property of Licensor, including after termination of this Agreement for any reason.

e. Modifications, Reverse Engineering. Licensee agrees that only Licensor has the right to alter, maintain, enhance or otherwise modify the Program. Licensee will not cause, nor permit either through its direct efforts or through any third party, the modification, disassembly, de-compilation, or reverse engineering of the Program.

f. Material Terms and Conditions. LICENSEE SPECIFICALLY AGREES THAT EACH OF THE TERMS AND CONDITIONS OF THIS SECTION 1 ARE MATERIAL AND THAT FAILURE OF LICENSEE TO COMPLY WITH THESE TERMS AND CONDITIONS WILL CONSTITUTE SUFFICIENT CAUSE FOR Healthsim TO TERMINATE THIS AGREEMENT AND THE LICENSE GRANTED UNDER THIS AGREEMENT IMMEDIATELY.

g. Delivery. Delivery will be deemed to have taken place when Healthsim
makes the Program available for interactive use. Any user manual and all accompanying materials will be made available with the Program. The Program will be available to Licensee through Licensee-specific access codes provided by Licensor after payment for the Program and submission of the Order and acceptance of this license and Agreement by clicking on the "ACCEPT" checkbox below.

h. Healthsim may modify the means of website access to the Program at any time on notice to Licensee.

2. FEES, TERMS AND TAXES

Fees and Terms. In consideration for the license granted by Healthsim under this Agreement, and all services provided by Healthsim under this Agreement, Licensee will pay all the fees in the amounts and per the terms provided in Licensee's Order and will pay for additional users in accordance with a subsequent Order. All fees are quoted and payable in US dollars. Access to the Program will not be granted until all payments are paid in full. Licensee is responsible for all costs of collection, including attorneys' fees and costs. Taxes are the responsibility of Licensee.

3. OWNERSHIP

a. Title. Licensee acknowledges that the license granted under this Agreement does not provide Licensee with title to or ownership of the Program, including any enhancements, updates or other modifications to the Program, whether made by Healthsim or any third party. Licensee acknowledges that the License granted under this Agreement only provides the Licensee a right of limited use under the terms and conditions of this Agreement. Nothing in this Agreement will be construed to require Licensor to produce any additional or other products or programs or Program modifications or updates, or provide any other service to Licensee, except by accepted Order.

b. Transfers. Under no circumstances will Licensee sell, license, sublicense, publish, display, distribute, or otherwise transfer to a third party the Program in whole or in part, without Healthsim's prior written consent except in a change of control of Licensee by merger or sale of all or substantially all of the assets of Licensee. In the event of a permitted transfer of this license as the result of a change of control, the transferee must register as "Licensee" or the license will be void and website access terminated.

4. LICENSEE CONFIDENTIAL INFORMATION. By activating the license and Program, certain information of Licensee related only to the use and operation of the Program will become available to Healthsim. In particular, subscription management software used by Healthsim contains names, addresses and billing information of the Licensee. Healthsim will keep all Licensee information confidential and will use such information only to track Program usage for internal Healthsim research and confirmation and enforcement of this Agreement. Licensee agrees that Healthsim may also share Licensee information with Healthsim authorized distributors to the extent necessary to support or maintain the Program at Licensee's site or to advise Licensee of Program additions, modifications, updates or related products.

5. SUPPORT

The Program may be accessed by Licensee on any system specified in the user documentation or otherwise specified on this website. Healthsim provides limited technical and instructional support through its website and the instruction manual provided on this website. Licensee is solely responsible for training in use of the Program. Healthsim will use reasonable efforts to respond to Licensee inquiries on submission of written inquiries to its customer service department, but does not provide support or training services except by separate written agreement. Customer support may be contacted at www.preventionsciencemedia.com or by electronic mail at support@preventionsciencemedia.com.

6. LIMITED WARRANTY, LIMITATION OF LIABILITY

a. Scope of Limited Warranty. Healthsim warrants to Licensee that on Delivery the Program will substantially comply with the published specifications in Healthsim's user documentation for the Program. Healthsim makes no other warranty in connection with the Program or access to the program and all other warranties, express or implied, are expressly disclaimed. Healthsim does not warrant that the Program will meet Licensee's requirements or will operate in combination with other programs, software or platforms/operating systems/databases selected for use by Licensee other than systems specified in the user documentation, or that the operation of the Program will be uninterrupted or error-free. Healthsim is not liable for any business interruption, corruption or loss of data or other damage arising out of any system malfunction related to or involving the Program, even if Healthsim is made aware of the possibility of such damage.

b. Sole Remedy. Licensee agrees that, as Licensee's sole and exclusive remedy for breach of any warranty, at Healthsim's election: (1) Healthsim may provide services to correct any material defects which cause the Program to deviate from published specifications, (2) Healthsim may replace the defective Program with a Program that complies with the published specifications, or (3) Healthsim may refund all fees paid to Healthsim or any authorized distributor relating to the non-complying Program and may terminate this Agreement immediately. The above remedies are available only if Healthsim is notified of the alleged defects by Licensee in writing within thirty (30) days of Program Delivery, and the Program has not been (i) altered, or modified by any party other than Healthsim or Healthsim's approved third party provider; (ii) damaged by Licensee or any third party or through computer or electrical malfunction; or (iii) used, adjusted, or installed other than in accordance with instructions furnished by Healthsim.

c. Disclaimer of Any Other Warranty. EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN SECTION 6.a, Healthsim MAKES NO PROMISES, REPRESENTATION OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO ANY PROGRAM, INCLUDING TITLE, ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND Healthsim SPECIFICALLY EXCLUDES ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSEE ADDITIONALLY ACKNOWLEDGES THAT NO Healthsim DISTRIBUTOR IS AUTHORIZED TO MAKE ANY WARRANTY TO LICENSEE OTHER THAN THIS EXPRESS, LIMITED WARRANTY. NO ORAL OR OTHER WRITTEN INFORMATION, SUPPORT OR ADVICE GIVEN BY Healthsim OR LICENSEE WILL CREATE A WARRANTY OR MAKE ANY MODIFICATION, EXTENSION OR ADDITION TO THE DISCLAIMER OF WARRANTY.

d. Substance abuse may have many and diverse causes, and prevention of substance abuse is a complex process. Not all programs can or will be effective for all people, and for some people, no program may be effective. While the Program has been developed by experts in drug abuse prevention and tested in accordance with recognized scientific standards, Healthsim DOES NOT WARRANT THAT THE PROGRAM WILL EFFECTIVELY TREAT OR PREVENT SUBSTANCE ABUSE IN ANY USER. ALL USERS WITH SUBSTANCE ABUSE PROBLEMS SHOULD BE UNDER THE CARE OF A LICENSED PHYSICIAN OR OTHER MENTAL HEALTH PRACTIONER FOR INDIVIDUAL ASSESSMENT, TREATMENT AND ACCESS TO FURTHER INFORMATION RELATED TO SPECIFIC HEALTH CARE ISSUES.

e. The provisions of this Section will survive termination of this Agreement for any reason.

7. LIMITATION OF LIABILITY

LICENSEE EXPRESSLY AGREES THAT IN NO EVENT WILL Healthsim BE LIABLE IN DAMAGES FOR ANY AMOUNT IN EXCESS OF FEES PAID BY LICENSEE FOR THE PROGRAM, WHETHER OR NOT Healthsim IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE UNDERSTANDS AND AGREES THAT Healthsim WOULD NOT HAVE ENTERED INTO THIS LICENSE AGREEMENT BUT FOR THIS LIMITATION ON LIABILITY. The provisions of this Section will survive termination of this Agreement for any reason.

8. TERM AND TERMINATION

Effective Date and Term. This Agreement and the license granted will be effective on the date of Program activation and remain in force and effect for a term of 90 days unless otherwise terminated in accordance with this Agreement or unless terminated by breach of this Agreement remaining uncured by Licensee within thirty (30) days after receiving written notice from Healthsim to Licensee advising Licensee of the nature of the breach and the termination date, provided that in the event of non-payment of any amount owing Healthsim, cure must be effected within ten (10) days of notice.

9. INDEMNIFICATION. Licensee is solely responsible for use or failure to use the Program in connection with educational training, drug abuse prevention or treatment or otherwise. Licensee will indemnify and hold harmless Licensor, its officers, directors, agents, members and employees from any cost, damage or liability whatsoever, including reasonable attorneys' fees and costs, arising out of or in connection with the use or failure to use the Program with any client, customer, student or other user.

10. GENERAL PROVISIONS

a. Assignment. The terms and provisions of this Agreement are binding and inure to the benefit of the parties to this Agreement and to the successors and assigns of Licensor and the successors and permitted assigns of Licensee.

b. Force Majeure. The parties will not incur liability to each other for failing to perform any obligation under this Agreement if failure results from a force majeure or any cause beyond their reasonable control.

c. Governing Law. This Agreement will in all respects be governed by United States federal law to the extent applicable and the laws of the State of New York. Licensee consents to the exclusive jurisdiction of federal and state courts of New York to resolve any action arising out of or related to this Agreement. The parties agree not to contest venue as appropriate in New York, New York. The parties waive any right to trial by jury.

d. Severability. If any of the provisions of this Agreement are held to be invalid under any applicable statute or rule of law, they are, to that extent, omitted without affecting other provisions of this Agreement.

e. Waiver. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default by Licensor.

f. Entire Agreement. This Agreement, represents the entire agreement between the parties, may only be amended by a written agreement signed by both parties, and supersedes all prior or contemporaneous oral or written agreements and understandings with respect to the matters covered by this Agreement. Licensee agrees that it has not entered into this Agreement based on any representations other than this Agreement.

g. Notices will be by confirmed electronic mail to Licensee at the electronic mail address to which access codes are provided and to Healthsim at support@preventionsciencemedia.com, or to such addresses as the parties may advise the other by like notice.