Clean & Sober Media LLC (“Company”) owns and operates the website www.RehabReviews.com (“Website”). The Company maintains directories of addiction and recovery treatment centers (collectively, “Directories”). Additionally, Company provides advertising space on the Website for a fee. The following terms and conditions (“Terms and Conditions”) apply to any customer (“Customer”) who has contracted with Company for inclusion in the Directories (“Directory Services”) or for Fixed Term or Open Term Advertising Campaigns (collectively, “Advertising Services”):
Trademarks, Logos, Digital Media, Etc. Customer hereby gives Company a nonexclusive license, in connection with the provision of the Directory Services, to (i) use Customer’s logos, trade names, trademarks, and similar identifying material (including those of its treatment centers) (collectively, the “Licensed Materials”) for use in the Directories, and (ii) link to and access Customer’s website through HTML links solely in accordance with these Terms and Conditions. Other than the limited licenses expressly set forth in this Section, Customer reserves all right, title and interest (including all intellectual property and proprietary rights) in and to, and Company does not, by virtue of these Terms and Conditions or otherwise, acquire any ownership interest or rights in or to, any domain name owned or operated by Customer or its affiliates, its trademarks and logos and those of its affiliates, and any other intellectual property and technology that Customer provides or uses. Customer shall bear all responsibility and liability for any and all claims related to the Licensed Materials displayed on the Website in connection with Company’s provision of the Services. It is Customer’s sole responsibility to provide digital material to Company in a format suitable for the provision of Advertising Services as determined by Company in its sole discretion. Company may refuse to display media provided by Customer for Advertising Services on the Website if it determines in its sole discretion and in good faith that display of the material would violate any applicable laws or potentially infringe upon the intellectual property rights of any third parties.
Listing Placement. Customer acknowledges and agrees that the placement of its listing and/or the listing of any of Customer’s treatment centers (individually, “Center” and collectively, “Centers”) will be at the sole discretion of Company, and Company reserves the right to refuse to list, or remove, a Center’s name and/or information in its Directories and to discontinue the Directories at any time, with or without cause. Customer further acknowledges that Company does not and will not endorse or recommend any treatment center, and is not licensed to practice medicine or diagnose or recommend any treatment. Customer further acknowledges that it must agree to be bound specifically by Company’s Terms of Service, which are located at [https://rehabreviews.com/terms-and-conditions/] and may be amended from time to time. Customer represents and warrants that it will conduct its business activities in a legal and ethical manner and in accordance with all applicable laws or is otherwise inappropriate for display on the Website.
General. Upon expiration or termination of any contract for Directory Services or Advertising Services, Customer’s right to use the applicable services shall immediately terminate and Customer will immediately cease all use of the applicable services, and each party shall return and make no further use of any materials, or other items (and all copies thereof) belonging to the other party.
Company’s Termination Rights. Company may, at any time, terminate provision of Directory or Advertising Services upon ten days’ written notice. Company will notify Customer by email of any such termination or cancellation, which shall be effective immediately. Company reserves the right to immediately terminate provision of Directory Services or Advertising Services without prior notice if Customer’s use of these services results in, or is the subject of, legal action or threatened or proposed legal action, against Company or any of its affiliates, without consideration of whether such legal action or threatened or proposed legal action is eventually determined to be with or without merit. Upon any such termination, Company will refund to Customer any unused portion of the fees paid by Customer, which unused portion of fees shall be calculated on a prorated basis based on the number days remaining in the applicable subscription. If, following termination and despite the good faith and reasonable efforts of Company to remove all Licensed Materials, Licensed Materials are still available on or through the Website, Customer may not assert any claim against Company arising from the continued availability of Licensed Materials (“Claims”) until Customer has identified with particularity and in writing the location for any such Licensed Materials and given Company at least two business days following its receipt of such notice to remove access to such Licensed Materials. In the event Customer asserts a Claim against Company for money damages, the damages sought by Customer will in no event exceed the actual amount of fees Company would have received from Customer related to the relevant Licensed Materials during the period of time following termination of the Agreement through the date Company removed the relevant Licensed Materials from the Website.
Relationship of the Parties. Customer and Company are independent contractors, and nothing in these Terms and Conditions will create any joint venture, partnership, franchise, agency, sales representative, or employment relationship between the parties. Neither party is authorized to make any promise, warranty or representation on the other party’s behalf with respect to the services offered by Customer or to any other matter, except as expressly authorized in writing by the other party.
Limitations of Liability; Disclaimers. Customer acknowledges and agrees that Company provides an informational service only and does not provide professional medical advice, diagnosis, or treatment. Company does not and will not recommend or endorse any specific tests, programs, physicians, facilities (including any Center), products, procedures, opinions, or other information that may be mentioned on the Website. Reliance on any information provided by Company, its employees, other contributors to the Website or other visitors to the Website or any affiliate site is solely at the risk of the visitor. Company makes no warranties, either express or implied, and no representations, promises or statements with respect to the goods or services provided by the Company hereunder.
CUSTOMER UNDERSTANDS AND AGREES THAT COMPANY IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, HOWSOEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE RESULTING FROM: (1) CUSTOMER’S PARTICIPATION IN THE SERVICES, (2) THE STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON REHABREVIEWS.COM OR ANY AFFILIATE WEBSITE, (3) RELIANCE ON CONTENT OR POSTINGS ON REHABREVIEWS.COM, ANY AFFILIATE WEBSITE OR ANY CUSTOMER WEBSITE, OR (4) ANY OTHER MATTER RELATING TO THE SERVICES OR THESE TERMS AND CONDITIONS. THE CUMULATIVE LIABILITY OF COMPANY TO CUSTOMER FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL AMOUNT PAID OR PAYABLE TO COMPANY UNDER SECTION 2.1 DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY OR (II) ONE HUNDRED DOLLARS (U.S. $100.00). THESE LIMITATIONS WILL APPLY WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Indemnification. Customer, at its own expense, will defend or, at its option settle, any claim, suit, investigation or proceeding brought against Company or its permitted assigns by a third party, and will pay any damages and costs awarded in any such claim, suit, investigation or proceeding, or agreed to in settlement thereof, if the claim, suit, investigation or proceeding is based on, or arises out of, (a) a claim of infringement of any intellectual property right or right of any third-party to the extent attributable to any Licensed Materials provided by Customer; (b) any breach by Customer of the representations or warranties made by it in these Terms and Conditions; (c) any disclosure of Confidential Information to an unauthorized third party; (d) the provision by Customer or any affiliate of Customer of health care services to any third party; or (e) any failure by Customer to comply with any other applicable laws, rules and regulations.
Ownership of Confidential Information. The parties acknowledge that during the performance of these Terms and Conditions, each party will have access to certain of the other party’s Confidential Information or Confidential Information of third parties that the disclosing party is required to maintain as confidential. Both parties agree that all items of Confidential Information are proprietary to the disclosing party or such third party, as applicable, and will remain the sole property of the disclosing party or such third party. As used herein, “Confidential Information” means all written or oral information, disclosed by either party to the other, related to the operations of either party or a third party that has been identified as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be treated as confidential, including but not limited to trade secrets, cost and pricing information, and business plans. Without limiting the foregoing, any non-public information regarding or related to any potential customer or its current or prospective relationship with a party shall be considered the Confidential Information of the disclosing party.
Mutual Confidentiality Obligations. Each party agrees as follows: (i) to use Confidential Information disclosed by the other party only for the purposes described herein; (ii) that such party will not reproduce Confidential Information disclosed by the other party, and will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party; (iii) that neither party will create any derivative work from Confidential Information disclosed to such party by the other party; (iv) to restrict access to the Confidential Information disclosed by the other party to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing to treat such information in accordance with the terms of these Terms and Conditions; and (v) to return or destroy all Confidential Information disclosed by the other party that is in its possession upon termination or expiration of any contract for Directory Services or Advertising Services.
Confidentiality Exceptions. The confidentiality obligations set forth above will not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing party without restriction. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under these Terms and Conditions, including to make such court filings as it may be required to do.
Governing Law; Venue. These Terms and Conditions shall be construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. All disputes arising out of these Terms and Conditions will be subject to the jurisdiction and venue of state courts or federal courts (if federal jurisdiction exists) located in Los Angeles, California, and the parties consent to the personal and jurisdiction of such courts.