This Independent Review Agreement (the “Agreement”) is entered into by and between WHEREHAB, INC., a Florida Corporation (“Wherehab”)
Company desires to be reviewed by Wherehab and Wherehab desires to provide a review of Company. Therefore, for good and valuable consideration, the Parties hereto agree to be bound by the following terms.
- Limited License. Company hereby grants a license to Wherehab, and otherwise gives permission to Wherehab, to publish any intellectual property owned by Company and previously published by Company, including any text, images, or other content contained on any website owned by Company or controlled by Company, for the exclusive purpose of posting reviews regarding Company’s services. This license may be revoked by Company by giving sixty (60) days written notice to Wherehab.
- Publication of Review. Company acknowledges and agrees that Wherehab will perform an independent review and analysis of Company and Wherehab will publish the review and analysis to the general public.
- Independence. Wherehab cannot guarantee a favorable review of Company. Wherehab cannot insure that the review/report developed as a result of Wherehab’s review and analysis of Company will serve to facilitate any specific objective by Company or others or advance any particular cause. Wherehabs’s review will be developed with independence and impartiality.
- Waiver. Company hereby waives any all rights to bring actions against Wherehab for defamation, libel, interference with business relations, or any other cause of action resulting from Wherehab publishing reviews, including reviews originating from third parties, of Company’s facilities or Company.
- Conditions Considered. Wherehab’s review and analysis will consider facts and conditions existing as of the review date. Events and conditions occurring after that date are not considered, and the Wherehab has no obligation to update the review or analysis for such events and conditions.
- Choice of Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida without reference to the laws of any other jurisdiction or Florida choice of law principles. Any claim or controversy that arises out of or relates to this Agreement, or the breach of it, shall be brought in the state or federal courts located in West Palm Beach, FL. The Parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to them.
- Recovery of Legal Costs. If either Party brings an action arising out of or relating to this Agreement, the Party who substantially prevails shall be entitled to recover the costs it incurred in bringing or defending that action and any appeal of that action, including but not limited to reasonable attorney’s fees, in addition to any other relief to which that party may be entitled.
- Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.
- Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties.
This Agreement and each Party’s obligations shall be binding on the representatives, assigns, and successors of such Party. Each Party has accepted the conditions of this Agreement through its authorized representative.