CONTENT LICENSE AGREEMENT

THIS END USER LICENSE AGREEMENT (“AGREEMENT”) IS ENTERED INTO BETWEEN YOU AND LEGACY HEALTH, AN OREGON NON-PROFIT CORPORATION (“LEGACY,” “WE,” “OUR,” OR “US”) AND GOVERNS YOUR USE OF LEGACY’S PROPRIETARY CURRICULUM TITLED BUILDING FOUNDATIONS FOR HEALTHY RELATIONSHIPS. IF YOU DOWNLOAD OR USE THE CONTENT, YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE CONTENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU ARE NOT PERMITTED TO DOWNLOAD OR USE THE CONTENT.

LICENSE

Grant. Subject to your compliance with this Agreement, Legacy hereby grants you a personal, limited, nonexclusive, nontransferable, nonsublicensable, revocable, license to use, reproduce and distribute the Content solely in connection with your personal, internal, non-commercial, educational use, and solely in accordance with the Usage Rights you have obtained or purchased from Legacy.

Usage Rights. You may only use the Content pursuant to and in accordance with the usage rights you have purchased or obtained from Legacy (“Usage Rights”). In particular, certain Usage Rights may be limited to the use by a specific number of individuals and/or for certain specific uses, or for a specific period of time. It is your responsibility to know and understand your Usage Rights. Any use of the Content in excess of your Usage Rights shall automatically be deemed a material breach of this Agreement.

Delivery. Legacy will deliver the Content to you via an electronic delivery method designated by Legacy.

LICENSE LIMITATIONS Except as expressly permitted by this Agreement, you may not, and you will not encourage, assist or authorize any other person to: (a) incorporate any portion of the Content into your own content or materials; (b) sell, rent, lease, lend, loan, distribute, act as a service bureau or managed service, publicly communicate, transform, or sublicense the Content or otherwise assign any rights to the Content in whole or in part to any third party; or (c) change, modify or otherwise create derivative works of the Content. You will not remove, modify, or obscure any copyright, patent, trademark or other proprietary or attribution notices on or in the Content. You may make copies of the Content only for: (i) internal distribution of the Content in accordance with your Usage Rights (in which case, you may only make a reasonable number of copies of the Content for such purpose); and (ii) for back-up purposes. Except as set forth in the preceding sentence, you may not make any copies of the Content without Legacy’s prior written consent.

RESERVATION OF RIGHTS The Content is owned by Legacy, our affiliates and our licensors. You acknowledge and agree that title to the Content and all the copies thereof, including all industrial and intellectual property rights (including the exclusive rights of economic exploitation), copyright, trade secrets and patent rights, are owned by Legacy, our affiliates and our licensors. The Content is protected by applicable laws, including without limitation copyright laws and international treaty provisions. Except for the rights explicitly granted to you in this Agreement, all right, title and interest in and to the Content are reserved and retained by us, our affiliates, or our licensors. You do not acquire any intellectual property rights or other rights in the Content as a result of downloading or using the Content.

SUGGESTIONS If you elect to provide any Suggestions to Legacy or its affiliates, Legacy and its affiliates will be entitled to use the Suggestions without restriction. For purposes of this Agreement, “Suggestions” means all suggested improvements, enhancement or other feedback concerning the Content that you provide to Legacy or its affiliates.

THIRD PARTY MATERIALS The Content may include or make use of materials or content owned by third parties (“Third Party Materials”). Your use of the Third Party Materials is subject to the applicable licensing terms, acknowledgments, and disclaimers as specified in the applicable license terms under which such Third Party Materials are licensed, and Legacy will have no liability to you with respect to such Third Party Materials.

TERM AND TERMINATION

Term. This Agreement and the rights granted herein will commence at the time you click to accept the terms of this Agreement when that option is provided to you, and Legacy thereafter confirms to you via email that it has accepted this Agreement.

Termination. (a) If the Usage Rights you have obtained or purchased from Legacy are for a specific period of time, then this Agreement will automatically terminate upon the expiration of such time period. (b) Legacymay terminate this Agreement upon written notice to you if you fail to comply with any term of this Agreement. (c) Legacy may terminate this Agreement upon written notice to you if Legacy withdraws the Content from unavailability, such as, by way of illustration and not by way of limitation, in order to comply with applicable laws, because the Content does not reflect current best practices, or for other business purposes. (d) This Agreement(including any rights granted to you in this Agreement) will further immediately and automatically terminate without notice from Legacy if you bring any action against us or our affiliates alleging the infringement of your intellectual property rights or other proprietary rights. (c) You may terminate this Agreement by providing written notice to Legacy.

Effect of Termination. Upon termination, the rights granted to you in the Content will immediately and automatically cease, and you must cease all use of the Content, remove the Content from all computers and/or servers on which it is saved or retained, and destroy all copies of the Content. Legacy may request that you certify in writing that you have taken the foregoing actions, and you agree to provide such written certification upon Legacy’s request.

DISCLAIMER; LIMITATIONS OF LIABILITY

Disclaimer. THE CONTENT IS PROVIDED TO YOU “AS-IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. LEGACY AND ITS LICENSORS, AND EACH OF THEIR RESPECTIVE AFFILIATES AND SUPPLIERS (COLLECTIVELY, THE “RELEASED PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING FROM ANY ACTUAL OR ALLEGED COURSE OF DEALING, USAGE OR TRADE PRACTICE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A RELEASED PARTY OR AN AUTHORIZED REPRESENTATIVE OF A RELEASED PARTY WILL CREATE A WARRANTY. THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Liability Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY RELEASED PARTY BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE, EVEN IF THE RELEASED PARTY KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE PRECEDING LIMITATION MAY NOT APPLY TO YOU.

Damages Cap. THE AGGREGATE LIABILITY UNDER THIS AGREEMENT OF A RELEASED PARTY WILL NOT EXCEED THE LESSER OF $500 USD OR THE AMOUNT RECEIVED FROM YOU BY LEGACY FOR THE CONTENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE RELEVANT CLAIM AROSE. THE FOREGOING LIMITATIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER LEGACY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

INDEMNIFICATION You will defend, indemnify, and hold harmless Legacy, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) your downloading, use, reproduction or distribution of the Content; (b) your unauthorized use of the Content; or (c) your breach of this Content or violation of applicable laws. You will reimburse us for our reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in this paragraph at our then-current hourly rates.

CONFIDENTIALITY

You agree to retain in confidence all non-public information and know-how disclosed pursuant to this Agreement which is either designated as proprietary and/or confidential by Legacy, or by the nature of the circumstances surrounding disclosure, should reasonably be understood by you to be confidential.

SURVIVAL The following paragraphs survive termination: “RESERVATION OF RIGHTS”; “SUGGESTIONS”; “DISCLAIMER; LIMITATIONS OF LIABILITY”; “INDEMNIFICATION”; “SURVIVAL”; and “GENERAL.”

AMENDMENT We may amend this Agreement at any time in our sole discretion by posting the revised terms at https://caresnw.org/download-curriculum-materials-2. Your continued use of the Content after the effective date of the amended Agreement evidences your agreement to be bound by it. If you do not agree to a change, you must stop using the Content and terminate this Agreement.

GENERAL

Assignment. This Agreement and the rights granted herein may not be transferred or assigned by you. Any assignment or transfer of this Agreement or the rights granted herein other than as expressly authorized herein shall be void ab initio.

Governing Law; Disputes. This Agreement is governed by the laws of the State of Oregon and the United States of America, without regard to conflict of law principles. Any dispute relating in any way to the Content or this Agreementwill only be adjudicated in a state or federal court located in Multnomah County, Oregon. Each party consents to exclusive jurisdiction and venue in these courts. Notwithstanding the foregoing, any party may seek injunctive relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of such party’s, its affiliates’ or any third party’s intellectual property or other proprietary rights.

Force Majeure. Legacy and its affiliates shall not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outage, utilities or other telecommunications failures, earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

Notices. We may provide any notice to you under this Agreement by sending a message to the email address we have on file for you. Notices we provide by email will be effective when we send the email, whether or not you actually receive the email. It is your responsibility to keep your email address current. To give us notice under this Agreement, you must contact Legacy by personal delivery, overnight courier or registered or certified mail to the mailing addresslisted below. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one (1) business day after they are sent. Notices provided registered or certified mail will be effective three (3) business days after they are sent.

Legacy Health

1919 NW Lovejoy Street

Portland, OR 97209

Attn: CARES Northwest

Independent Contractors; Non-Exclusive Rights. Legacy and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.

No Third Party Beneficiaries. Except as set forth in the INDEMNITY paragraph above, this Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.

Entire Agreement and Severability. Unless you have entered into another written agreement with respect to the Content which has been signed by you and an authorized representative of Legacy and which conflicts with the terms of this Agreement, you agree that this Agreement supersedes all prior written or oral agreements, warranties or representations with respect to use of the Content. If any term (or part thereof) of this Agreement is found to be invalid or unenforceable, the remaining provisions (including other valid parts within the effected term) will remain effective. You acknowledge that you have read this Agreement, that you understand it, that you agree to be bound by its terms, and that this is the complete and exclusive statement of the agreement between you and Legacy regarding the Content. Our failure to insist upon or enforce your strict compliance with this Agreement will not constitute a waiver of any of our rights