INTERNATIONAL SOCIETY OF REFRACTIVE SURGERY MEMBER LOGO LICENSE AGREEMENT THIS MEMBER LOGO LICENSE AGREEMENT (the "Agreement"), effective as of the date the of member clicks the "I agree" button below ("Effective Date"), is by and between INTERNATIONAL SOCIETY OF REFRACTIVE SURGERY ("ISRS"), a partner of the American Academy of Ophthalmology, located at 655 Beach Street, San Francisco, CA 94109 United States and the ISRS member ("Member"). WHEREAS, ISRS is the owner of trademarks in multiple jurisdictions including but not limited to ACTIVE MEMBER OF THE INTERNATIONAL SOCIETY OF REFRACTIVE SURGERY and their respective designs (the "Licensed Marks") and; WHEREAS, in furtherance of its mission ISRS wishes to license to Member, and Member wishes to use the Licensed Marks as described below. NOW THEREFORE, in consideration of the foregoing and of the mutual promises and undertakings hereinafter set forth, the parties, by their undersigned signatures, agree as follows: 1. Grant of Content License. As part of the benefits of membership in ISRS, ISRS grants to Member a non-exclusive and non-transferable license to use the Licensed Marks as follows: (a) on Member's business cards, stationery, website, and social and industry networking sites to describe his or her membership in ISRS and participation in its activities; (b) as part of a link to ISRS's website, pages on ISRS social or industry networking, or other ISRS online locations (collectively "Licensed Materials") 2. Ownership. ISRS retains all rights in the Licensed Marks not expressly licensed under this Agreement. Member acknowledges ISRS's exclusive ownership of the Licensed Marks and agrees that it will never challenge such ownership or the validity of the Licensed Marks. Member further agrees that all use of the Licensed Marks by Member and all goodwill associated with such use shall inure to the benefit of ISRS. 3. Restrictions on Use of the Licensed Content and Licensed Marks. 3.1. Compliance with Trademark Usage Guide. Member agrees to comply with ISRS's trademark style and usage guide ("Usage Guide") available on the ISRS member website, now located at www.AAO.org/ISRS/; as such Usage Guide may be updated from time to time by ISRS. 3.2. Restrictions on Trademark License. Member agrees that he/she shall not use or seek to register anywhere in the world, in whole or as part of any business name, trade name, trademark, service mark, or domain name, social or industry networking identifier, or any successor identifier to any of these: (a) any Licensed Mark or (b) any mark that is confusingly similar to any Licensed Mark. 3.3. Production of and Revisions to Licensed Materials. Upon request, Member agrees to produce to ISRS copies of the Licensed Materials to verify Member's compliance with this Agreement. Should ISRS require any revisions to such Licensed Materials, ISRS shall provide Member with notice of such revisions and Member agrees to make such revisions with ten (10) business days. 3.4. Modification of Licensed Marks. From time to time, ISRS may revise the appearance of the Licensed Marks. Upon such revisions, ISRS will notify Member, update the Style and Usage Guide and allow a reasonable amount of time for Member to transition to such compliance. 3.5. Use of Licensed Content or Marks for Endorsement Purposes. Member may not use the Licensed Marks in such a way that suggests that (a) ISRS has endorsed, licensed, or approved a particular service or product or (b) ISRS is providing medical advice or treatment to a patient., 4. Enforcement and Protection of Copyright and Trademark Rights. 4.1. Notice. Member shall notify ISRS promptly of any actual or threatened infringement, imitation, or unauthorized use of the Licensed Marks by third parties of which Member becomes aware. 4.2 Indemnification. Member shall notify ISRS promptly of any claim, suit, challenge or demand made to Member alleging that the Licensed Marks violates the trademark rights of a third party. Member further agrees to cooperate with ISRS in any legal action taken against ISRS related to Member's use of the Licensed Marks. 4.3. Infringement. As between the parties, ISRS shall have the sole right, at its expense, to bring any action on account of any such infringement, imitation, or unauthorized use, and to defend any such claim, suit, challenge or demand, and Member shall cooperate with ISRS, as ISRS may reasonably request, in connection with any such action or defense maintained by ISRS. ISRS shall retain any and all damages, settlement and/or compensation paid in connection with an action brought by ISRS, and ISRS shall have sole discretion to defend and settle, at its expense, any claim, suit, challenge or demand regarding the validity of ISRS's rights in the Licensed Content or Licensed Marks. 5. Term and Termination. 5.1. Term. Subject to the provisions of Section 5.2 below, this Agreement shall commence on the Effective Date, remain in force for one (1) year and automatically renew for successive one (1)-year terms unless either party sends the other party a notice of non-renewal at least sixty (60) days prior to the expiration of the then current term. 5.2. Termination. ISRS may terminate this Agreement: (a) immediately in the event that Member should be in material breach of this Agreement, provided that such material breach(es) are not cured within thirty (30) days of the notice of the breach by ISRS to Member, (b) immediately without the need for separate notice upon the effective date of any expiration or termination of Member's membership in ISRS, or (c) on thirty (30) days' notice if ISRS in consultation with its attorneys believes in good faith that the continuance of this Agreement could jeopardize its non-profit status. 5.3. Effect. Upon the expiration or termination of this Agreement, the licenses granted hereunder shall terminate, and the licensed rights in the Licensed Marks will automatically revert to ISRS, provided that if the Agreement expires Member shall have a ninety-day period from the effective date of expiration to exhaust its inventory of Licensed Materials in existence as of such effective date. Upon termination of this Agreement under Section 6.2, Member shall cease all use of the Licensed Materials in any medium and shall warrant to the ISRS that the Licensed Materials have been destroyed. Member will at any time execute any documents reasonably required by ISRS to confirm ISRS's ownership of all such rights. 5.4. Survival. Sections 3,4, 5 and 6 shall survive any expiration or termination of this Agreement 6. General. 6.1. Relationship of the Parties. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture or grant of a franchise between ISRS and Member. Member shall not have the right to bind ISRS to any obligations to third parties. 6.2. Notices. Any notice, demand, waiver, consent, approval, or disapproval required or permitted herein shall be in writing and shall be given by certified mail addressed to the parties at their respective addresses set forth above or at such other address as a party may hereafter designate in writing to the other party. A notice shall be deemed received on the date of receipt. 6.3 Entire Agreement; Amendments. This Agreement and the Schedule constitute the only agreement between the parties related to the Licensed Content and Licensed Marks. This Agreement can only be amended or modified by a writing signed by both ISRS and Member. 6.4 Waiver. No waiver of any right of a party or of a provision of this Agreement shall be effective unless there is a signed writing evidencing such waiver. No written waiver shall be deemed a continuing waiver of any subsequent similar breach. 6.5. Electronic Signatures. Each party agrees that an agreement signed and submitted electronically shall have the same legally binding effect as an original paper version would have. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the Effective Date. READ AND AGREED TO: INTERNATIONAL SOCIETY OF REFRACTIVE SURGERY