Media License Agreement

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SynCardia Systems, LLC

1992 E. Silverlake Rd.

Tucson, AZ 85713

Phone: 520.545.1234

Fax: 520.903.1782

IMAGE AND VIDEO LICENSE AGREEMENT

This Agreement is made and entered into as of January 29, 2023, by and between

SynCardia Systems, LLC (“SynCardia”)

and

Licensee Name

(“Licensee”). The parties agree to the terms and conditions of the License Agreement.

1. License

SynCardia hereby grants to Licensee an exclusive, limited license to use the work specified in Exhibit A (the “Images” and “Videos”).

2. Ownership of Photos

Licensee agrees that, subject to the rights and licenses granted herein, SynCardia is, and will remain, the sole and exclusive owner of all right, title, and interest, throughout the world, to all Images and any copies of the Images. Except as expressly provided in this Agreement, SynCardia reserves all rights and licenses not expressly granted in this Agreement.

3. Fee

The Licensee shall not any pay any fee for the rights and licenses granted herein.

4. Restriction on Use

Licensee will not use the Images and/or Videos for any of the following purposes:

a. No Unlawful Use

Licensee will not use the Images in any unlawful manner, such as pornography or defamation.

b. No Standalone File Use

Licensee will not use the Images in any way that allows a standalone file or content file to be downloaded, extracted or redistributed by others.

c. No use in Trademark or Logo.

Licensee will not use the Images in any trademark, design, logo, or other mark.

d. No Products for Resale

Licensee will not use the Images in any goods or products where the Images are the primary value.

e. No Alterations

Licensee will not alter the Images without prior written permission of SynCardia.

f. No Sublicenses

Licensee will not sublicense the Images without prior written permission of SynCardia.

5. Photo Notice and Markings

Licensee must include a photo credit or copyright notice as specified in Exhibit A in the name of SynCardia on all Images.

6. Indemnification

Licensee will indemnify, defend, and hold harmless SynCardia from all liability, claims, causes of action, judgments, damages, and expenses (including reasonable attorneys’ and experts’ fee and costs) arising out of or as a result from use of the Images by Licensee, except in the event that any claims, demands, causes of action, judgments, or expenses arose out of willful misconduct, gross negligence, or bad faith of SynCardia.

7. Limitations of Liability

SynCardia makes no other representation or warranties, express or implied, as to the licensed images, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. SynCardia will not be liable for any punitive, special, indirect, consequential, or incidental damages, or any other damages, costs, or losses arising out of this Agreement, even if SynCardia has been advised of the possibility of such damages, costs, or losses.

8. Term and Termination

The term of this agreement is set out in Exhibit A, unless terminated earlier under this Article.

a. This Agreement and all rights granted under this Agreement will automatically terminate without notice from SynCardia if Licensee:

i. Breaches any term of this Agreement and fails to remedy the breach within 30 days of receiving written notice of the breach from SynCardia;

ii. Attempts to assign, sublicense, transfer, or otherwise convey rights under this Agreement, without first obtaining SynCardia’s written consent, any of the rights granted to Licensee under this Agreement;

iii. Uses the Licensed Material in a manner in violation of, or otherwise inconsistent with, the restrictions imposed by or in connection with Article 4 of this Agreement; or

iv. Uses the Licensed Material in a manner not expressly permitted by this Agreement.

b. All rights granted by this Agreement, including, without limitation, Licensee’s right to use the Licensed Material, will expire upon termination of this Agreement, and upon termination Licensee must immediately cease and desist from all use of the Licensed Material.

9. Assignment

This Agreement, with the rights and privileges it creates, is assignable only with the written consent of both Parties.

10. Governing Law

The Agreement shall be construed in accordance with, and all disputes hereunder, shall be governed by the laws of the State of Arizona.

11. Jurisdiction and Venue

The Arizona State Courts of Pima County, Arizona shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement, and Licensee hereby consents to the jurisdiction of such courts.

12. Severability

If any provision of this Agreement is invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. A waiver of any breach of this Agreement does not waive any other breach of the same or other provision of this Agreement. A waiver is not effective unless made in writing.

13. Entire Agreement

This Agreement represents and constitutes the entire agreement between the parties, and supersedes all prior written and oral agreements, with respect to any and all matters between the parties

SynCardia Systems, LLC

Lucia Junco

Marketing and Communication Specialist

January 29, 2023

Licensee

Licensee Name

Title

January 29, 2023

Exhibit A

Licensed Use

List of Images and Videos:

Type of Use

[commercial, non-profit, educational, etc.]

Format

[commercial, non-profit, educational, etc.]

Work

[title, author, publisher, anticipated publication dates, etc., as applicable]

Description of Work and Intended Use

[description of the work in which the Licensed Material will be used and how it will be used within the work]

Term

This license is valid for the lifetime of the work explicitly specified in the agreement. Any change in use from that stated on the application, or subsequent use of the work beyond that specified in this agreement requires SynCardia’s written permission.

Specific Restrictions

[any restrictions on the use other than those in the body of the agreement and below]

Photo Notice and Markings

All copies of the Image(s) or any part thereof must bear the following words: “Courtesy of syncardia.com”, unless written authorization to the contrary is given by SynCardia.

SynCardia Contact Information

Contact Name: Lucia Junco

Address: 1992 E. Silverlake Road, Tucson, AZ 85713

Phone: 520-545-1234 extension 1365

Email: ljunco@syncardia.com

Fax: 1-520-903-1783

Licensee Contact Information

Licensee Name

Address

Phone

Email

Fax