This is an Agreement between Veritas Health, LLC ("Veritas Health"), and "Linking Party," the individual or entity who agrees and accepts the following terms and conditions of this Agreement.
- "Linking Party" means the responsible party of the website linking to Veritas Health at the URL designated by Homepage URL.
- Veritas Health Website" means the websites Spine-health.com and Arthritis-health.com.
2. LICENSE GRANT AND RESTRICTIONS
- Veritas Health hereby grants to Linking Party a nonexclusive, nontransferable, royalty-free, personal right to link to any URL(s) on Veritas Health solely for the purpose of linking.
- All rights not expressly granted herein are reserved by Veritas Health. The license granted herein is personal to Linking Party, and such Linking Party shall not assign, transfer, or sublicense this Agreement (or any right granted herein) in any manner without the prior written consent of Veritas Health.
3. OWNERSHIP, IDENTIFICATION & USE
- Linking Party acknowledges that Veritas Health retains all right, title, and interest in and to the "Veritas Health" trademark and all associated goodwill. Linking Party represents and warrants that it will use the Veritas Health Materials solely as provided in this Agreement, and will not use the Veritas Health Materials in any manner that will diminish or otherwise damage Veritas Health's goodwill in the Veritas Health Materials. Linking Party agrees that all use of the Veritas Health Materials will inure to the benefit of Veritas Health. Linking Party shall promptly notify Veritas Health of any suspected infringement of or challenge to the Veritas Health Materials. Veritas Health shall have the sole right to, and in its sole discretion may commence, prosecute, or defend, and control any action concerning the Veritas Health Materials.
- As between Veritas Health and Linking Party, all right, title and interest in and to all trademarks, copyrights, design, look and feel, including without limitation the "Veritas Health" trademark, content, graphics and other materials of any type appearing on or in the Veritas Health Websites and all technology related thereto (the "Veritas Health Materials") are owned by Veritas Health, LLC and subsidiaries.
4. QUALITY CONTROL
- Linking Party agrees to maintain the quality of the Linking Party Website such that its content and activities conducted on such website remain current, in good taste, compliant with all applicable laws, rules and regulations and appropriate for users of Veritas Health Websites. Linking Party will not violate or infringe any right of any third party in connection with the operation of the Linking Party Website.
5. UPDATES AND CONTACT FROM VERITAS HEALTH
- From time to time, Veritas Health may modify and its’ subsidiaries, update or otherwise change URL's and/or the content and the way it is displayed on its website without prior notice to Linking Party.
6. INDEMNIFICATION FROM LINKING PARTY
- Linking Party agrees to indemnify, defend (at Veritas Health's option) and hold Veritas Health and its affiliates, and their respective officers, directors, agents and employees, harmless from and against any and all liability, damages, losses, expenses (including attorneys' fees and expenses and allocable costs of in-house counsel), claims, demands, suits, fines or judgments, and costs and expenses incidental thereto, which may be suffered by, accrued against, charged to or recoverable from Veritas Health or any of its affiliates, or any of their respective officers, directors, agents or employees, arising out of or resulting from: (i) a claim that the Linking Party Website, or any other materials (tangible or intangible) provided by Linking Party to Veritas Health and subsidiaries hereunder or any portion or use thereof, infringes or misappropriates any patent, copyright, trade secret, trademark or other proprietary right; or (ii) claims regarding the performance, nonperformance, or defect in performance of the Linking Party Website or items found on or through such website, or any statement, misstatement, representation or misrepresentation made by Linking Party.
7. LIMITATION OF LIABILITY
- IN NO EVENT WILL VERITAS HEALTH BE LIABLE FOR ANY INDIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE VERITAS HEALTH WEBSITE WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VERITAS HEALTH IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VERITAS HEALTH WILL BE LIABLE TO LINKING PARTY ONLY FOR ACTUAL DIRECT DAMAGES UP TO US$1,000.00.
8. DISCLAIMER OF WARRANTY
- VERITAS HEALTH'S WEBSITE AND VERITAS HEALTH MATERIALS ARE PROVIDED ON AN 'AS IS' BASIS WITHOUT ANY WARRANTIES OF ANY KIND. VERITAS HEALTH, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY (I) OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, OR FITNESS FOR PARTICULAR PURPOSE OR (II) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. VERITAS HEALTH MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS OR TIMELINESS OF THE CONTENT, SERVICES, TEXT, GRAPHICS, LINKS, OR COMMUNICATIONS PROVIDED ON OR THROUGH USE OF THE VERITAS HEALTH WEBSITE OR VERITAS HEALTH. VERITAS HEALTH DOES NOT MAKE ANY WARRANTY THAT THE CONTENT CONTAINED ON THE VERITAS HEALTH WEBSITE SATISFIES GOVERNMENT REGULATIONS REQUIRING DISCLOSURE OF INFORMATION ON PRESCRIPTION DRUG PRODUCTS.
9. TERM AND TERMINATION
- This Agreement shall be effective until terminated in accordance to Section 9 subject to Section 9(b) below. Veritas Health may terminate this Agreement immediately upon written notice if the other party has failed to perform or abide by any of its obligations under this Agreement unless such default or breach has been cured within fifteen (15) days after receipt of such notice.
- Veritas Health may, in its absolute discretion, immediately terminate this Agreement if it determines that Linking Party or Linking Party's Website would or would tend to: (i) violate or infringe the copyright, trademark or other rights of third parties, or any other law, court order, governmental regulation or other ruling of any governmental agency or entity; (ii) subject Veritas Health to any liability; or (iii) jeopardize Veritas Health's ability to protect its rights or its property in the manner it deems appropriate.
- In the event this Agreement is terminated, Linking Party must immediately cease all use thereof and cease all linking to the Veritas Health Website. The provisions of Sections 3, 5, 6, 7, 8(c), 9 and 10 shall survive any expiration or termination of this Agreement.
- All notices in connection with this Agreement shall be addressed as stated below and shall be deemed given on the day they are: (i) deposited in the U.S.A. mails, postage prepaid, certified or registered, return receipt requested; or (ii) sent by air express courier, charges prepaid or (iii) email at [email protected].
- Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and shall supersede and merge all prior and contemporaneous communications. Veritas Health reserves the right to modify the terms and conditions of this Agreement in its sole discretion at any time by posting a revised version or by otherwise making such revised terms available for review to Linking Party. Any such modifications will supersede all prior versions after the revised version has been posted or otherwise made available as described above and shall be effective upon publication date. The continued Linking to the Veritas Health Website after posting or availability constitutes Linking Party's agreement to the revision, and Veritas Health shall not be obligated to provide a notice under Section 10 for such revision to be effective.
- Governing Law. This Agreement will be governed by the laws of the State of Illinois. The parties agree that the exclusive jurisdiction and venue for any action relating to this Agreement will be in state court sitting in Lake County, Illinois, or federal court in Chicago, Illinois. The parties hereby consent to such jurisdiction and venue.
- No Entitlement. Linking Party is not entitled to share in and has no claim to any subscription, advertising or other revenues Veritas Health may realize in connection with the Veritas Health Website.
- Equitable Relief. Linking Party acknowledges that a breach by it of this Agreement may cause Veritas Health irreparable damage that cannot be remedied in monetary damages in an action of law. In the event of any breach that could cause irreparable harm to Veritas Health, or cause some impairment or dilution of its reputation, Veritas Health shall be entitled to an immediate injunction, in addition to any other legal or equitable remedies.
- Miscellaneous. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither this Agreement, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship or as granting a franchise. If either party employs attorneys to enforce any rights arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and other expenses.