This Agreement is between you (“Licensee”) and Merck Sharp & Dohme Corp. (“Licensor”). By downloading the Licensed Materials (as defined below), you acknowledge that you have reviewed this Agreement and agree to be bound by its terms. If you do not agree to the terms of this Agreement, do not download the Licensed Materials.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to the following conditions and limitations:

1. Licensor grants to Licensee a nonexclusive, non-sublicenseable and non-transferable right to download and display the HPV advertisements located at www.hpvtvad.com (“Licensed Materials”) strictly for educational purposes.
2. A proper credit line will appear in close proximity to the Licensed Materials which reads: “Reproduced with permission of Merck Sharp & Dohme Corp, a subsidiary of Merck & Co., Inc., Kenilworth, New Jersey, USA. All rights reserved.”
3. Licensee will not alter the Licensed Materials, nor publish or display the Licensed Materials in combination with any other materials, without the prior written consent of the Company.
4. The Licensed Materials will not be used to defame or disparage the Licensor or its affiliated companies.
5. All goodwill arising from the use of the Licensed Materials shall inure to the exclusive benefit of Licensor.
6. The Licensed Materials will be used only in accordance with the terms of this Agreement.
7. Whenever the Licensed Materials are used in an electronic format, Licensee shall take commercially reasonable steps to create technological measures to protect the Licensed Materials from unauthorized download, including measures that prevent unauthorized access to the Licensed Materials, as well as measures that prevent unauthorized copying of the Licensed Materials.
8. Licensee waives any cause of action or right of indemnification against, and agrees to hold harmless, Licensor, its successors or assigns from any claims, liability or damages that are found to be related to, or arising out of, the use of the Licensed Materials.
9. Licensee agrees that use of Licensed Materials in a manner not expressly authorized by this Agreement (i) constitutes a willful infringement of the proprietary rights of Licensor or a third party entitling Licensor to avail itself of all rights and remedies available under all applicable laws, regulations or other legal authority, and (ii) will result in Licensee incurring or being responsible for any damages resulting from any such use, including any damages resulting from any claims for infringement of the intellectual property or proprietary rights of Licensor or a third party.
10. This Agreement is effective until terminated. Licensor may immediately terminate this Agreement for any reason at any time in its sole discretion. In the event of such termination, Licensee shall immediately cease use of the Licensed Materials and shall, upon request of Licensor, cease any future use at its own expense.