Terms and Conditions

  1. NATURE AND APPLICABILITY OF TERMS

1.1.       Please carefully go through these terms and conditions (“Terms”) and the privacy policy available at www.reviewwell.net (“Privacy Policy”) before you decide to access the Website/Web Application or avail the services made available by Review Well. These Terms and the Privacy Policy together constitute a legal agreement (“Agreement”) between you and Review Well in connection with your use of the Website/ Web Application and your use of the Services (as defined below).

1.2.      The Agreement applies to you if you are –

A medical practitioner or health care provider (whether an individual professional or an organization) or similar institution wishing to be listed, or already listed, on the Website/ Web Application, including designated, authorized associates of such practitioners or institutions (“Practitioner(s)”, “you” or “User”); or Otherwise a user of the Website (“you” or “User”).

1.3.      This Agreement applies to those services made available by Review Well on the Website/ Web Application, which are offered on a subscription basis to the Users (“Services”). 

1.4.      The Services may change from time to time, at the sole discretion of Review Well, and the Agreement will apply to your visit to and your use of the Website/ Web Application to avail the Service, as well as to all information provided by you on the Website/ Web Application at any given point in time.

1.5.      This Agreement defines the terms and conditions under which you are allowed to use the Website/ Web Application and describes the manner in which we shall treat your account while you are registered as a member with us. If you have any questions about any part of the Agreement, feel free to contact us at support@reviewwell.com

1.6.      By downloading or accessing the Website/Web Application to use the Services, you irrevocably accept all the conditions stipulated in this Agreement, the Subscription Terms of Service and Privacy Policy, as available on the Website/ Web Application, and agree to abide by them. This Agreement supersedes all previous oral and written terms and conditions (if any) communicated to you relating to your use of the Website to avail the Services. By availing any Service, you signify your acceptance of the terms of this Agreement.

1.7.      We reserve the right to modify or terminate any portion of the Agreement for any reason and at any time, and such modifications shall be informed to you in writing. Your use of the Website following any such modification constitutes your agreement to follow and be bound by the modified Agreement. 

1.8.      You acknowledge that you will be bound by this Agreement for availing any of the Services offered by us. If you do not agree with any part of the Agreement, please do not use the Website or avail any Services.

1.9.      Your access to use of the Website and the Services will be solely at the discretion of Review Well .

1.10.     The Agreement is published in compliance of, and is governed by the provisions of American laws. 

  1. DEFINITIONS.

2.1.       “Account” means the particular instance of the Site authorized for use by you and your Users (as applicable) under your specific login.

2.2.      “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.

2.3.      “Online Registration Form”/ “Subscription Documentation” means: the documents by which a Provider obtains a subscription to receive our Services hereunder that are entered into between you and us, including any addenda and supplements thereto (located on the Site or physically signed by the Provider and us).  Online Registration Forms shall be deemed incorporated herein by reference.

2.4.      “Services” means all services you avails from us and made available by us via the Website/Web Application. 

2.5.      “Site” means www.reviewwell.net

2.6.      “Subscription Period” means the subscription time stipulated in the Online Registration Form.

2.7.      “Territory” means the United States, unless otherwise expressly set forth in User’s Subscription Documentation.

2.8.      “User” means an authorized user of the Services, as designated in the Online Registration Form.

2.9.       “User Data” means all electronic data or information submitted by you and your Users (as applicable).

2.10.     “We,” “Us” or “Our” means Review Well LLC.

2.11.     “You” or “Your” means yourself individually or the company or other legal entity for which you are accepting this Agreement. As used in this Agreement, “you” or “your” may encompass casual browsers, Providers and Consumers, as applicable.

Other terms are defined in other Sections of this Agreement.

  1. USE OF SERVICES & REGISTRATION

3.1.      Subject to all terms and conditions of this Agreement, including any Additional Terms, Review Well grants User a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory to: 

(a) install and use one object code copy of the application associated with the Services; 

(b) access and use the Services, designated on User’s Subscription Documentation solely for User’s internal business purposes, but only in accordance with this Agreement, the applicable Subscription Documentation, and all applicable Scope of Use descriptions. Although the Services may be accessible worldwide, Review Well makes no representation that the Services are appropriate or available for use in locations outside the Territory, and accessing the Services from territories where their content or use is illegal is prohibited. Those who choose to access the Services from other locations do so at their own initiative and are responsible for compliance with local laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.

3.2.      User warrants that it and its employees and contractors whom User has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all applicable laws when using the Services. User may permit its Authorized Users to use the Services provided their use is for User’s benefit only and remains in compliance with this Agreement. Authorized Users shall be subject to the applicable terms and conditions of this Agreement.

3.3.      User will be responsible and liable for all Authorized Users’ use and access and their compliance with the terms and conditions herein. User is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as User deems appropriate. Provided, however, Review Well may, in its sole discretion, suspend any Authorized User’s access to the Services. User is solely responsible for ensuring that any user IDs, passwords and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, User is solely responsible for complying, and ensuring its Authorized Users comply, with all laws applicable to User. 

3.4       User must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense or provide access to the Review Well Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Review Well Technology (or any portion thereof) into, or use it with or to provide, any site, product or service; (c) use the Review Well Technology (or any portion thereof) for time-sharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Review Well Technology (which is deemed Review Well’s Confidential Information); (e) modify or create a derivative work of the Review Well Technology or any portion thereof; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Review Well Technology or Services, except to the extent expressly permitted by applicable law and then only upon advance notice to Review Well; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Review Well Technology other than as specifically permitted above; or (i) remove or obscure any proprietary or other notices contained in the Review Well Technology including in any reports or output obtained from the Review Well Technology.

3.5       User agrees and acknowledges that User is solely responsible for its compliance with applicable law and regulations and shall not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with applicable law or regulation and Review Well expressly disclaims any liability for User’s non-compliance. Review Well reserves the right to suspend or terminate User’s access to the Services or the messaging feature if Review Well believes, in its discretion, that User has violated the Terms of Use.

  1. DISCLOSURE

 4.1.      Review Well is not required to comply with the privacy rules and security rules implemented under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) as it not a “covered entity,” “health insurance issuer,” “health care clearinghouse” or “health care provider” and is therefore. 

4.2       The services provided by Review Well are not reimbursed by any state or federal health care program, including Medicare or Medicaid. No services may be offered on this website to beneficiaries of any such federal or state health care program. No services received as a result of the use of this website may be submitted to any federal or state health care program.

  1. DATA, PERSONAL INFORMATION & PRIVACY POLICY

5.1.      The User is expected to read and understand the Privacy Policy, so as to ensure that he or she has the knowledge of, inter-alia:

  • the fact that certain information is being collected;
  • the purpose for which the information is being collected;
  • the intended recipients of the information;
  • the nature of collection and retention of the information; and
  • the various rights available to such Users in respect of such information.

5.2.       Review Well shall not be responsible in any manner for the authenticity of the personal information or sensitive personal data or information supplied by the User to Review Well or to any other person acting on behalf of Review Well.

5.3.       The User is responsible for maintaining the confidentiality of the User’s account access information and password, if the User is registered on the Website/Web Application. The User shall be responsible for all usage of the User’s account and password, whether or not authorized by the User. The User shall immediately notify Review Well of any actual or suspected unauthorized use of the User’s account or password. Although Review Well will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Review Well or such other parties as the case may be, due to any unauthorized use of your account.

5.4.      If a User provides any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or Review Well has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Review Well has the right to discontinue the Services to the User at its sole discretion.

5.5.      Review Well may use such information collected from the Users from time to time for the purposes of debugging customer support related issues.

5.6.      Review Well assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect User’s equipment on account of User’s access to, use of, or browsing the Website or the downloading of any material, data, text, images, video content, or audio content from the Website. If a User is dissatisfied with the Website, User’s sole remedy is to discontinue using the Website.

5.7.      If Review Well determines that you have provided fraudulent, inaccurate, or incomplete information, including through feedback, Review Well reserves the right to immediately suspend your access to the Website or any of your accounts with Review Well and makes such declaration on the website alongside your name/your clinic’s name as determined by Review Well for the protection of its business and in the interests of Users. You shall be liable to indemnify Review Well for any losses incurred as a result of your misrepresentations or fraudulent feedback that has adversely affected Review Well or its Users.

  1. ACCESSIBILITY OF SERVICES & SUPPORT

6.1.        We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime or (b) any unavailability caused by circumstances beyond our reasonable control, including, without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, infrastructure or Internet connectivity provider failures or delays, and denial of service or other malicious attacks. We will provide the Services in accordance with applicable laws and government regulations. We are not responsible for the loss of your records and User Data, and we highly recommend that you back up your records and User Data regularly.

6.2.      We will update the Site and Services from time to time. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functionality or updates. You agree to receive such updates from us as part of your use of the Services.

6.3.       Review Well support is available through the Web Application to service the user. Additional support services may be available to User subject to payment of applicable fees (if any), as specified in the Online Registration Form, if any. Any support services are subject to this Agreement and Review Well’s applicable support policies. The scope, pricing and other terms for these additional services will be set forth in the applicable Subscription Documentation. Review Well’s ability to deliver the Services will depend on User’s reasonable and timely cooperation and the accuracy and completeness of any information from User needed to deliver the Services.

  1. SUBSCRIPTION FEES AND PAYMENT

7.1.      When the user subscribes for the services provided by Review Well, the services will be made available to the through an Account designated for this purposed and/or in the manner described in the Online Registration Form during the Subscription Period. A Provider’s Account is only authorized for the number of Users specified in the Online Registration Form. Each User shall be provided separate login credentials, and User subscriptions cannot be shared or used by more than one person. Providers may add additional Users by paying a prorated subscription fee for the new Users; the subscription for additional Users shall be in line  with the User’s existing subscription. 

7.2.      Unless otherwise provided for in the Online Registration Form, all Subscription Fees shall be paid annually in advance and the said payment shall be paid in U.S.  Dollars,. Subscription Fees are non-refundable and non-creditable, except as expressly detailed hereunder. The payment method shall be only through credit card and the User authorizes Review Well to charge the Subscription Fees automatically, on an auto-renew basis on your Subscription Start Date (as defined below) for each subsequent Subscription Term. The Subscription will continue unless and until you or Review Well terminate your Subscription. User must cancel your Subscription before it renews in order to avoid billing of the next periodic Subscription.

7.3.       Review Well’s Fees are exclusive of all taxes, and User must pay any applicable taxes or levies, whether domestic or foreign, other than taxes based on the income of Review Well. User User will make tax payments to Review Well to the extent amounts are included on Review Well’s invoices. Should Review Well be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Review Well shall have the right to charge interest on all overdue amounts at the annual rate of 5%, compounded monthly, or the maximum lawful amounts, whichever is less. Additionally, after payment becomes overdue, Review Well shall have the right to immediately suspend User’s access to the Services and/or seek to enforce User’s payment obligations including through the use of third-party services.

7.4.       Review Well reserves the right to increase Fees for any Services, upon sixty (30) days’ prior written notice, effective on the start date of your subsequent Subscription Term.

  1. TERM AND TERMINATION

8.1.       This Agreement is effective until the applicable Subscription Term for the Services has expired or the Subscription is terminated as expressly permitted herein. By agreeing to any Subscription Documentation, User is agreeing to pay applicable fees for the entire Subscription Term. User cannot cancel or terminate a Subscription Term except as expressly permitted hereunder.

8.2.       Review Well may suspend User’s access to the Services if: (a) User’s account is overdue or (b) User has exceeded its Scope of Use limits. Review Well may also suspend User’s access to the Services, remove User Data or disable Third-Party Products if it determines that: (i) User has breached Sections 3 (Use Rights; Restrictions) or 5 (User Obligations); or (ii) suspension is necessary to prevent harm or liability to other Users or third parties or to preserve the security, stability, availability or integrity of the Services. Review Well will have no liability for taking action as permitted above. For avoidance of doubt, User will remain responsible for payment of Fees during any suspension period. Unless this Agreement has been terminated, Review Well will cooperate with User to restore access to the Services once it verifies that User has resolved the condition requiring suspension.

8.3.       Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). If User terminates during the Subscription Term for any reason other than the foregoing, User will be responsible for the Fees due for the entire Subscription Term. Review Well may also terminate this Agreement or any related Subscription Documentation immediately if User breaches Sections 3 (Use Rights; Restrictions) or 5 (User Obligations), for repeated violations of other Sections of this Agreement, or if applicable, a breach of the parties’ BAA.

8.4.       Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) User’s license rights shall terminate and it must immediately cease use of the Services (including any related Review Well Technology) and delete (or, at Review Well’s request, return) any and all copies of any Review Well documentation, scripts, passwords or access codes and any other Review Well Confidential Information in User’s possession, custody or control and (b) User’s right to access any User Data in the applicable Services will cease, and unless otherwise precluded by a BAA, Review Well may delete any such data in its possession at any time. If Review Well terminates this Agreement for cause as provided in Section 8.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by User. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.

8.5.       Survival. 

  1. CONFIDENTIAL INFORMATION.

9.1.       The Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing): the details and information provided for in the Online Registration  Form, and any and all information, written or oral, provided or made available by or on behalf of one the parties or its affiliates, contractors, or vendors to the other party or its affiliates, contractors, or vendors in connection with this Agreement or the parties’ relationship hereunder, whether or not designated as confidential. Information of a third party to whom a party owes a duty of confidentiality will be treated as Confidential Information of that party if it meets the description above. (“Confidential Information”)

9.2       Intellectual Property Rights include, but not limited to, trademarks, copyrights (including rights in computer software), patents, service marks, trade names, internet domain names, and all other corresponding or similar rights (whether registered, pending registration or unregistered) which may subsist anywhere in the world (“Intellectual Property Rights”). For ease of reference, Confidential Information and Intellectual Property Rights has been collectively referred to as “Confidential and Proprietary Information”. 

9.3 Each Party undertakes to use the Confidential Information solely for and in relation to the services only and not otherwise for its benefit or that of any third party; (b) to protect the Confidential Information using not less than the same care with which it treats its own confidential information, but at all times shall use at least reasonable care; (c) not to reverse engineer, decompile, disassemble or to use other than for the services provided under this agreement, any products, samples, models, pre- production samples, prototypes or software at any time or under any circumstances; (d) to promptly notify the Disclosing Party if it becomes aware of any unauthorised use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party, Review Well’s Affiliates and each of their respective Personnel and will cooperate in every reasonable way to help the Disclosing Party regain possession and exclusive control of such Confidential Information and prevent further unauthorised use and disclosure; and (e) upon written request of the Disclosing Party promptly return (or destroy if so directed) all Confidential Information whether in printed form, disk or otherwise (including but not limited to products, samples, models, prototypes, photographs, schematics and notes) which is in the Receiving Party, Review Well’s Affiliates and each of its respective Personnel possession, custody or control and will provide the Disclosing Party with a written certification of its compliance hereto if so directed.

9.4. Review Well may disclose the Confidential Information disclosed by the User as required by law or to comply with an order of a court or other governmental entities or regulatory authorities that have jurisdiction over Review Well, provided that the Review Well: gives the User reasonable written notice to allow it to seek an injunctive order or other appropriate remedies and provide any assistance which the User may require in order to secure such order or remedies; discloses only such information as is required by the governmental entity or regulatory authority; and uses its reasonable best efforts to obtain confidential treatment for any Confidential Information so disclosed.

9.5. Confidential Information does not include information that :

(a) was already known to the Recipient without a duty of confidentiality; 

(b) is or becomes a matter of public knowledge

through no fault of the Recipient; 

(c) Discloser fails to take reasonable steps to protect such as

disclosing to third party without a duty of confidentiality; 

(d) is rightfully received by the

Recipient from a third party without a duty of confidentiality; or (e) is independently developed

by the Recipient without use of Discloser’s Confidential Information.

9.6. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.

  1. INDEMNIFICATION

User indemnifies and holds harmless Review Well and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Review Well Entities”) from and against any third-party claims and related costs, damages, liabilities and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) its unauthorized use of, or misuse of, the Services; (b) its violation of any applicable law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between User and any third party (including your Customers); (d) any demand, dispute or issue (including without limitation fee disputes) between User and its Payment Processor (as defined in the applicable Additional Terms); (e) any User Data; (f) Review Well’s use, as contemplated in this Agreement, of any information provided to Review Well by User or your Customers; (g) breach or alleged breach of this Agreement, including User’s Warranties and Obligations; (h) any claim of a governmental entity or other party that User has violated any law, rule, or regulation; or, (i) if applicable, alleged breach or breach of User’s obligations. User also agrees to defend the Review Well Entities against these claims at Review Well’s request, but Review Well may participate in any claim through Counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Review Well assumes exclusive defense of such User, User agrees to cooperate with Review Well’s defense of any such claims. User must not settle any claim without Review Well’s prior written consent if the settlement does not fully release Review Well from liability or would require Review Well to admit fault, pay any amounts or take or refrain from taking any action.

  1. DISCLAIMERS & WARRANTIES

11.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUBJECT ONLY TO SECTION 11.1 AND SECTION 12, ALL SERVICES, INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, AND WE EXPRESSLY DISCLAIM ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION: (A) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT WE KNOW, HAVE REASON TO KNOW, OR HAVE BEEN ADVISED OF ANY SUCH PURPOSE); (B) ANY WARRANTY REGARDING RESULTS OBTAINABLE OR TO BE OBTAINED BY USERS AS A RESULT OF PROVISION OR USE OF THE SERVICES AND MATERIALS PROVIDED HEREUNDER; AND (C) ANY WARRANTY OF UNINTERRUPTED, TIMELY, OR ERROR-FREE OPERATION OF ANY SERVICES. NO ADVICE OR INFORMATION, WHETHER WRITTEN, ORAL OR MULTIMEDIA, OBTAINED BY YOU FROM THE SERVICES SHALL CREATE ANY ADDITIONAL WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THE DISCLAIMERS IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. USER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.

11.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR REVIEW WELL ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE REVIEW WELL ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. REVIEW WELL DOES NOT PROVIDE ITS USERS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY REVIEW WELL TO ITS USER(S) SHALL NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.

  1. LIMITATIONS OF LIABILITY

TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL REVIEW WELL OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL REVIEW WELL’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE FIVE HUNDRED U.S. DOLLARS ($500.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 12 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 12 SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY REVIEW WELL TECHNOLOGY OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 12 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

  1. DISPUTE RESOLUTION

This Agreement shall be governed by, and construed, and interpreted and enforced in accordance with the substantive law of the State of Illinois, U.S.A., without giving effect to its conflicts of laws provisions. The Parties will first attempt to settle all disputes arising out of this Agreement through good faith negotiation by executives of the Parties who have authority to finally settle such dispute. The Parties agree that non-exclusive jurisdiction for any dispute arising out of or relating to this Agreement lies with Illinois state courts and federal courts located in Eastern Division, Chicago. Notwithstanding the foregoing, any judgement may be enforced in any United States or foreign court, and either Party may seek injunctive relief in any United States or foreign court.

  1. GENERAL & MISCELLANEOUS PROVISONS

14.1. This Agreement shall be governed by, and construed, and interpreted and enforced in accordance with the substantive law of the State of Illinois., without giving effect to its conflicts of laws provisions. The Parties will first attempt to settle all disputes arising out of this Agreement through good faith negotiation by executives of the Parties who have authority to finally settle such dispute. The Parties agree that non-exclusive jurisdiction for any dispute arising out of or relating to this Agreement lies within New York state courts and federal courts located in the District. Notwithstanding the foregoing, any judgement  may be enforced in any United States or foreign court, and either Party may seek injunctive relief in any United States or foreign court.

14.2. Any notice or communication to Review Well under this Agreement must be in writing. User must send any notices under this Agreement (including breach notices) to Review Well Headquarters. Review Well may send notices to the e-mail addresses on User’s account or, at Review Well’s option, to User’s last-known postal address. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Review Well is not responsible for any automatic filtering User or its network provider may apply to email notifications.

14.3. Unless otherwise specified in the applicable Subscription Documentation, Review Well may use User’s name, logo and marks to identify User as a Review Well User on Review Well’s website and other marketing materials.

14.4. Review Well may use subcontractors and permit them to exercise the rights granted to Review Well in order to provide the Services and related services under this Agreement.

14.5. Nothing in this Agreement prevents Review Well from disclosing User Data to the extent required by law, subpoenas, or court orders, but Review Well will use commercially reasonable efforts to notify User where permitted to do so.

14.6. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

14.7. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.

14.8. Waivers. Review Well may update or modify these Terms (including the Additional Terms and any referenced policies and other documents) from time to time by posting a revised version on the Website or Services or by notification via the email associated with your account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Subscription Term. Immaterial modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, shall constitute acceptance of the updated Terms. If User does not agree to the updated Terms, User will no longer have the right to use the Services. Except as otherwise described in this Section, any modification or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.

14.9. The headings used in this Agreement are for ease of reference only. They are not intended as a complete re-statement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.

14.10. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable, void or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.

14.11. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. User acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Documentation and not any affiliates.

14.12.  The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.

14.13. This Agreement, including these Terms and any applicable Subscription Documentation, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Review Well Technology or any other subject matter covered by this Agreement. 

14.14. This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which shall constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.

14.15. This Agreement is governed by the laws of the State of Illinois and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement shall be the state courts located in Park Ridge, Illinois or the United States District Court for the District of Illinois and both parties submit to the personal jurisdiction of these courts. 

14.16. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.

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