The copyright in material provided is owned or licensed to Allergan Australia Pty Ltd (LICENSOR), an AbbVie company and protected by the copyright laws of Australia and New Zealand, international copyright treaties and any other applicable copyright and intellectual property laws. You (LICENSEE) are authorised to download for non-commercial use only as per licensing terms provided below:

1. LICENSE GRANT

LICENSOR hereby grants to LICENSEE a non-exclusive, free of charge, non-transferrable license to use the Materials during the Term in the Territory in association with the Allergan Products and/or for the purpose of providing the general public with medical aesthetic information and content, in various format and through different media.

2. TERM

This Agreement and the provisions hereof, except as otherwise provided, shall be in full force and effect commencing on 19 July 2021 (the “Effective Date”) for a period of 2 (two) years (the “Term”).

3. WARRANTIES AND OBLIGATIONS

A. LICENSOR represents and warrants that it has the right and power to grant the licenses granted herein and that there are no other agreements with any other party in conflict herewith.
B. LICENSOR further represents and warrants that to the best of its knowledge, the Materials do not infringe any valid right of any third party.

4. NOTICE

A. Any notice required to be given pursuant to this Agreement shall be in writing and delivered personally to the other designated party at the above stated address or mailed by certified or registered mail, return receipt requested or delivered by a recognised national overnight courier service, except e-mail may be used for day-to-day operations and contacts but not for ‘notice’ or other communications required under this agreement or by law.
B. Either party may change the address to which notice is to be sent by written notice to the other in accordance with the provisions of this paragraph.

5. OWNERSHIP OF TRADEMARKS

A. During the Term of this Agreement, LICENSOR shall maintain at its own expense appropriate protection for the trademarks included in the Materials, as applicable, and LICENSOR or its affiliates shall retain all right, title and interest in such trademarks.
B. LICENSEE acknowledges LICENSOR's exclusive rights in the trademarks and/or copyright and further acknowledges that the trademarks are unique and original to LICENSOR and that LICENSOR or its affiliate is the owner thereof. LICENSEE shall not, at any time during or after the effective Term of the Agreement dispute or contest, directly or indirectly, LICENSOR's exclusive right and title to the Trademarks or the validity thereof. LICENSOR, however, makes no representation or warranty with respect to the validity of any Trademark.
C. The parties agree to execute any documents reasonably requested by the other party to effect any of the above provisions.

6. QUALITY CONTROL

A. LICENSEE may use the Materials during the Term in the Territory on or in association with the Allergan Products only so long as the quality of such usage is consistent with the level of quality reflected in LICENSOR’s own products and services and the Materials are not altered and/or the alterations are made under the strict guidance of Allergan. Without limiting the foregoing and by way of example only, the Materials may not be used on or in connection with any material that is disparaging or defamatory in any way to LICENSOR, its affiliates, products, suppliers or customers; the Materials may not be used on or in connection with any material that is pornographic, morally offensive, or otherwise objectionable in light of Allergan’s reputation for providing high quality products; and the Materials may not be used on or in connection with any material that violates any applicable law or regulation in the territory, including but not limited to advertising and promotion of pharmaceutical and/or medical device products, GDPR, Product labels and other regulatory requirement, industry professional code of conducts, professional code of conducts, laws and regulation on the interaction of pharmaceutical companies with healthcare professionals, anti-bribery act.
B. At LICENSOR’s reasonable request, LICENSEE shall submit to LICENSOR samples of any and all publication in which Materials have been used for review and where applicable for approval prior to the distribution of such materials. LICENSOR shall have the right to require LICENSEE to immediately cease the usage of the Material and, if applicable, to recall and withdraw the Materials from any media through which it has been disseminated to the fullest extent possible.

7. TERMINATION OR EXPIRATION

A. LICENSOR may terminate this Agreement at any time upon immediate written notice.
B. Upon the expiration or termination of this Agreement, all of the rights of LICENSEE under this Agreement shall terminate and immediately revert to LICENSOR and LICENSEE shall immediately discontinue all use of the Materials at no cost whatsoever to LICENSOR, and LICENSEE shall immediately return to LICENSOR all Materials at no cost to LICENSOR.

8. GOODWILL

LICENSEE recognises the value of the goodwill associated with the Materials and acknowledges that the trademarks and all rights therein including the goodwill pertaining thereto, belong exclusively to LICENSOR.

9. INFRINGEMENTS

If an action for infringement of the rights licensed in this Agreement is brought, each party shall execute all papers, testify on all matters, and otherwise cooperate in every way necessary and desirable for the prosecution of any such lawsuit.

10. INDEMNITY

LICENSEE agrees to defend and indemnify LICENSOR, its officers, directors, agents and employees, against all costs, expenses and losses (including reasonable attorneys' fees and costs) incurred through claims of third parties against LICENSOR based on the misuse of the Materials.

11. GOVERNING LAW

This Agreement shall be governed in accordance with the laws of New South Wales, Australia.

12. WAIVER

No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement.

13. SEVERABILITY

If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

14. NO JOINT VENTURE

Nothing contained herein shall constitute this arrangement to be employment, a joint venture or a partnership.

15. ASSIGNABILITY

The license granted hereunder is personal to LICENSEE and shall not be assigned by any act of LICENSEE or by operation of law unless in connection with a transfer of substantially all of the assets of LICENSEE or with the express written consent of LICENSOR.