ADA End User One Time Use Agreement

This Agreement made and entered January 1st, 2022, through December 31st, 2022, by and between MMS Inc (Medical Marketing Service Inc) (“Database Licensee”) and Customer (“End User”).

A. Database Licensee directly has entered, or as a list broker sublicensee has contracted with a licensee that has entered, a certain License Agreement (“License Agreement”) dated January 1st, 2005, with the American Dental Association under which Database Licensee is empowered to enter into relationships with specified types of sublicensees, including End User herein, regarding the Database, defined below, under the terms and conditions of the License Agreement.

B. Database Licensee and End User mutually desire to enter into a one time use sublicensing agreement subject to the terms and conditions of the License Agreement.

Now therefore, Database Licensee and End User, for the considerations hereinafter set forth and intending to be legally bound, mutually agree as follows:

1. Definitions:

“ADA” is the American Dental Association, which owns all rights, title and interest in the Database.

“End User” is the party requesting use of the Database.

“Database” is all updated and current lists, in electronic format, containing names, postal addresses and, in certain instances telephone numbers, of dentists and dental students in the United States segmented by zip codes, reasonably selected variables, and other characteristics which are within ADA’s operational capabilities.

2. In consideration of End User’s payment for use of the Database and compliance with the terms and conditions set forth herein and under the provisions restricting use of the Database under the License Agreement, Database Licensee hereby grants to End User a non-exclusive sublicense to use the Database on a one-time basis for the purpose of direct marketing activities. Database Licensee shall collect for the benefit of ADA, and End User agrees to pay a royalty for the sublicense hereunder, of $19.00 per thousand names and addresses for purposes of generating mailing labels, and/or $21.00 per thousand names and addresses and telephone numbers plus the Database Licensee Fees.

3. End User must use the Database within 90 days of receipt thereof. Upon expiration of the 90-day period, End User shall return to Database Licensee any and all copies of the Database or other material containing Database data currently in its possession within 72 hours after such expiration or an earlier termination of this Agreement.

4. End User agrees that an order acknowledgement from Database Licensee is a qualified acceptance only, and ADA, or Database Licensee acting for ADA, may in its discretion, in order to protect ADA’s name and reputation among its members and the dental profession generally, refuse sublicense requests when the materials to be sent by End User: (i) involve a communication not germane to the practice of dentistry or of interest to dentists or dental students as consumers or to the dental profession as a whole; (ii) contain a material misrepresentation of fact or statement that would tend to mislead, misinform or deceive; or (iii) that involve the dissemination of distasteful, illegal, unethical or improper materials.

5. End User represents and warrants that its mail or telemarketing campaigns and mailing pieces or telemarketing scripts are not defamatory, or unlawful, and do not violate the copyright or other ownership rights of any other person, organization or entity. End User agrees to defend, indemnify and hold harmless ADA and Database Licensee against any claim, cause of action, liability, loss, damage, expense or cost of defense in any way arising from a breach of this provision. End User further agrees that this obligation shall survive the expiration or termination of this agreement.

6. End User acknowledges and agrees that the Database represents unique, confidential and unpublished data and material owned by ADA and that ADA reserves all rights in such property. End User shall use the Database only for the use permitted by this agreement, and by way of illustration and not by way of limitation, End User shall not: (i) publish the Database as its own; (ii) publish or copy any directory of dentists or dental students based upon information derived from the Database; (iii) incorporate the Database and any portion thereof or data contained therein or derived therefrom in any separate file, data bank or listing compiled by End User, or otherwise appropriate the Database for its own use, provided that information that End User receives directly from persons whose names appear on a Database shall not be considered to have been derived from the Database; or (iv) make this Database available to any other person, organization or entity for any purpose whatsoever. Upon a breach of any of the foregoing covenants or any representation otherwise made in this Agreement, the sublicense hereunder shall be automatically and immediately terminated and all copies of the Database and any other material containing Database data in the possession of End User shall be returned to Database Licensee within 72 hours after said termination.

7. It is expressly understood that ADA’s rights including, but limited to, common law and statutory rights of literary property and copyright to the Database and the data contained therein are not assigned or released as a result of this agreement but are at all times reserved and retained by ADA, subject to the limited use permitted under this agreement, and only during the term of this agreement. This section shall survive the expiration or termination of this agreement.

8. ADA AND DATABASE LICENSEE EXPRESSLY DISCLAIM ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR FREEDOM FROM ERRORS IN THE DATABASE. IN NO EVENT WILL ADA OR DATABASE LICENSEE BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES IN CONNECTION WITH THE DATABASE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In consideration for the use of all or part of the List, End User releases ADA and Database Licensee, its officers, trustees, employees, agents, affiliates, and related companies from any and all liability whatsoever for inaccurate or incomplete information contained in the Database. ADA is a third-party beneficiary of this Agreement.

9. Database provided by Database License hereunder may only be used for the purposes set forth herein and for no other purpose. Any access to or use of the Database by any third party shall be solely limited to the printing of mail pieces, sorting, or mailing on behalf of End User. Applicable third parties must be provided to the Database Licensee in advance including name and address location for approval and must be provided under an appropriate agreement with terms protecting the Database that are no less strict than this Agreement. End User is responsible for the actions/inaction of any third party it permits to access or use the Database. End User represents and warrants that the End User shall ensure the return or destruction of the Database by any third party following the termination of the ninety (90) day term. End User shall defend, indemnify and hold harmless Database Licensee, the ADA, and their respective officers, directors, agents, assigns and successors in interest (collectively the “Database Licensee Indemnitees”) from and against any claims, demands, suits, causes of action, legal or administrative proceedings (“Claims”) and pay all damages, costs and expenses, including, without limitation, reasonable attorneys’ fees, paid, incurred or suffered by any of Database Licensee Indemnities arising out of or resulting from (i) End User’s breach of this Agreement or any act, error or omission by End User or any third party in the performance or non‑performance of any of its obligations under this Agreement, or (ii) End User’s or any third party’s use or disclosure of all or any part of the ADA data, or any unauthorized use of ADA data pursuant to this Agreement. Addressing labels may not be furnished to any person other than an entity which has an ADA approved agreement with Database Licensee in good standing, and unless furnished for the sole purpose of use for a specific mailing or being provided to a third party for purposes listed above.

9. It is expressly agreed that there are no promises or understandings other than those contained in this Agreement with respect to the Database, and that except as otherwise expressly provided for herein no modification of its terms shall be valid unless in writing signed by both parties.

10. This Agreement shall be binding upon the Customer, its principals, agents, and servants, and it may not be assigned without the express written approval of Database Licensee and ADA.