Copyright License Agreement – The Wong-Baker FACES™ Pain Rating Scale

The short version: If you wish to use or reproduce the Wong-Baker FACES™ Pain Rating Scale in its unedited form, and have received permission from us, please always include the following line wherever the Scale is used: “Copyright 1983, Wong-Baker FACES™ Foundation, www.WongBakerFACES.org. Used with permission.” (Following are the “official” Terms of use, but this is the most important thing to remember! Thanks for your cooperation.)

THIS IS A LEGAL AGREEMENT (THE “AGREEMENT”) BETWEEN THE WONG-BAKER FACES™ FOUNDATION (THE “LICENSOR” OR THE “FOUNDATION”) AND YOU (THE “LICENSEE”). THIS AGREEMENT APPLIES TO ALL DIGITAL COPIES OF THE WONG-BAKER FACES™ PAIN RATING SCALE (THE “LICENSED MATERIAL”) DOWNLOADED VIA THE FOUNDATION’S WEBSITE (THE “WEBSITE”). BY DOWNLOADING THE WONG-BAKER FACES™ PAIN RATING SCALE, YOU AGREE TO ALL TERMS HEREIN. ADDITIONALLY, YOU AGREE THAT YOU HAVE THE CAPACITY TO FORM A CONTRACT UNDER THE LAWS OF YOUR LOCAL JURISDICTION. 1. Grant of Rights 1.1 The Wong-Baker FACES™ Foundation grants to Licensee a revocable, non-exclusive, non-transferable, non-sublicensable, worldwide right to reproduce the Licensed Material identified as the Wong-Baker FACES™ Pain Rating Scale an unlimited number of times in any media for purposes other than uses prohibited under Section 2 of this Agreement. 1.2 Licensee may have the Licensed Material reproduced by subcontractors of Licensee, provided that such subcontractors agree to abide by the provisions of this Agreement. 1.3 Licensee may reproduce the Licensed Material on tangible materials, including but not limited to, badges, hand outs, and brochures, provided that such use is not prohibited under Section 2 of this agreement. 1.4 Licensee may store the Licensed Material in a digital library, network configuration or similar arrangement to allow the Licensed Material to be viewed by employees, partners and clients of Licensee. 2. Restrictions 2.1 Licensee may not resell the Licensed Material, any tangible material with the Licensed Material printed or affixed to it, any derivative work of the Licensed Material, or otherwise derive any commercial profit from the Licensed Material. 2.2 Licensee may not represent that it is the original author of the Wong-Baker FACES™ Pain Rating Scale or any other intellectual property owned by the Foundation. 2.3 Where the individual downloading the Licensed Material from the website is licensing the Licensed Material on behalf of a Licensee, the downloading individual hereby represents and warrants that: (i) the downloading individual is authorized to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (ii) if Licensee subsequently disputes such power or authority, the downloading individual shall be bound and liable for any failure of Licensee to comply with the terms of this Agreement. 2.4 Licensee may not republish the Licensed Material on a website or other publically available digital media without the express written consent of the Foundation. 2.5 Licensee must reproduce the Licensed Material precisely as is, without any alteration or enhancement, unless Licensee received the express written consent of the Foundation to do so. 2.6 Licensor may revoke this license at any time. 3. Credit and Intellectual Property 3.1 Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, the Foundation grants Licensee no right or license, express or implied, to the Licensed Material. 3.2 Trademarks. In connection with the use of "The Wong-Baker FACES™ Foundation," “The Wong-Baker FACES™ Pain Rating Scale,” or any other of the Foundation’s or its partners' trade names, trademarks, logos or service marks, including the names of all Licensed Material collections ("Marks"), Licensee acknowledges and agrees that (i) such Marks are and shall remain the sole property of the Foundation or its partners; (ii) except as expressly required in order to satisfy credit obligations under this Agreement, nothing shall confer upon Licensee any right of use in or to the Marks; and (iii) Licensee shall not now or in the future contest the validity of the Foundation’s Marks. 3.3 Credit. Where the Licensed Material is reproduced in a publication, editorial, advertisement, or otherwise used in the context of another endeavor where other material is present, the Licensee shall credit the Foundation, or Dr. Donna Wong and Connie Baker collectively, as the original authors. 3.4 Notice of Violations. Licensee will immediately notify the Foundation if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any of the Foundation’s intellectual property rights, including, but not limited to, Marks and copyrights. 4. Limitation of Liability THE FOUNDATION DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE FOUNDATION SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF THE FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. NO ACTION, REGARDLESS OF FORM OR NATURE, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF LICENSEE OR PURCHASER MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION FIRST AROSE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. WITHOUT LIMITING ANY OTHER TERM HEREIN, THE FOUNDATION SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK. THE LICENSED MATERIAL IS NOT INTENDED TO DIAGNOSE OR TREAT ANY ILLNESS, MALADY, OR SICKNESS. THE FOUNDATION IS NOT RESPONSIBLE FOR ANY USE OR MISUSE OF THE WONG-BAKER FACES™ PAIN RATING SCALE. CONCERNED PARTIES SHOULD CONSULT THE RELEVANT PROFESSIONAL IN ORDER TO RECEIVE SUCH SERVICES. 5. Unauthorized Use and Termination Any use of Licensed Material in a manner not expressly authorized by this Agreement constitutes copyright infringement, entitling the Foundation to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. The Foundation reserves the right to terminate this Agreement at any time. Upon termination, Licensee must immediately (I) stop using the Licensed Material; and (II) destroy or, upon the request of the Foundation, return to the Foundation the Licensed Material and, in the case of termination by the Foundation for cause, the Licensee Work in the possession or control of Licensee. 6. Miscellaneous Terms 6.1 Audit. Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Material to the Foundation. In addition, upon reasonable notice, the Foundation may, at its discretion, either through its own employees or through a third party, audit Licensee's records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. 6.2 Electronic Storage. For all Licensed Material that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of the Foundation and Scale, and any other information as may be embedded in the electronic file containing the original Licensed Material. Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material. 6.3 Governing Law. This Agreement will be governed in all respects by the laws of the State of Oklahoma, U.S.A., without reference to its laws relating to conflicts of law. 6.4 Choice of Venue. Licensee hereby waives any objections to venue and submits to the jurisdiction of the courts of Oklahoma for all matters arising out of this Agreement. 6.5 Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable. 6.6 Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion. 6.7 Entire Agreement. This Agreement is intended for medical professionals wishing to use and reproduce the Wong-Baker FACES™ Pain Rating Scale and contains all the terms of the license agreement. No terms or conditions may be added or deleted unless made in writing and either signed by an authorized representative of both parties or issued electronically by the Foundation and signed by an authorized representative of Licensee. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by Licensee, the terms of this Agreement shall govern.