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By clicking on the “accept” button below, as “Licensor”, you are agreeing to the following terms:  You hereby grant to Whole Health America, LLC (“Licensee”) a perpetual, non-exclusive right and license ("License") to use, reprint, display, reference to, link to, and offer the content of the articles submitted by you (“Articles”) on its website (“Site”), including any derivatives thereof.  The License grants to Licensee the worldwide and perpetual right:  (a) to electronically publish and distribute the Articles, or any part thereof, in all versions of the Site in any language; (b) to translate and electronically publish and distribute the Articles, or any part thereof, to other sites under license or contract with Licensee or the Site; (c) to include the Articles, or any part thereof, in Licensee’s advertising and promotions; (d) to include the Articles, or any part thereof, in print and non-print products anywhere in the world; and (e) to delete any Article or any part thereof at any time, without any notice to Licensor.  In consideration for the grant to it of this License, Licensee agrees to disclose on the Site, with each Article utilized by Licensee on the Site, your name and contact information as Licensor, so as to promote your practice and business.  Such information must be provided, and kept current and accurate, by you to Licensee.  By accepting the terms, you hereby represent and warrant the following:  (a) Licensor is the original and sole author and owner of the Articles and has the full power and authority, free of any rights of any nature whatsoever by any other person or party, to enter into this License and to grant the License; (b) Licensor has not previously assigned, transferred, or conveyed any right, title or interest in or to the Article and has not granted to any other person, firm or corporation any right, license, copyright or privilege thereunder; (c) the Article does not, and if published on the Site, will not, infringe upon any copyright or any proprietary right at common law or otherwise of any third party; (d) the Article is based on true facts and diligent research; and (e) Licensee is under no obligation to use, offer, or publish Licensor’s Articles, or any part thereof.  You further covenant and agree that you will perform or comply with the following terms, conditions and obligations:  (a) you will disclose any pecuniary or non-pecuniary interest you, or a member of your family, may have, directly or indirectly, in any security, company, or product, which is the subject matter of the Article; (b) you will obtain any necessary approvals from any company or entity referenced or linked to in the Article, and make certain that such reference or linking does not violate any copyrights, patents, trademarks, service marks, trade secrets or other proprietary rights; (c) if you make any modifications in or revisions to the Article, you shall communicate such modifications or revisions to Licensee and Licensee shall have the right to include the same within the scope of the License granted hereby; (d) you will not enter into any subsequent agreement or understanding with another person or entity which might conflict with the rights granted to Licensee herein regarding the Articles or the License; (e) you will not make any statement in any Article that you know, or should have reason to know is untruthful and/or unlawful, nor submit any Article that is defamatory, libelous, obscene, or in violation of any law; (f) you will disclose your true identity in the Article and to Licensee, and will not impersonate any person or entity, or misrepresent your affiliation with any person or entity; (g) you will not submit any Article to Licensee which contains any information that Licensee does not have a right to disclose or transmit under any law or under any contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of doctor-patient relationships, employment relationships or under nondisclosure agreements); and you will not intentionally or unintentionally violate any applicable local, state, national or international law.  You shall, at your sole cost and expense, keep, save, protect, defend, indemnify and hold Licensee and its members, managers, employees, successors and assigns (collectively “Indemnified Parties”) harmless from and against any and all claims that the Articles which are the subject of this License infringe upon any copyright granted or registered in the United States of America or any foreign country.  If you fail or refuse to defend any such claim, Indemnified Parties may assume control of the defense thereof, and you shall indemnify and hold Indemnified Parties harmless for all fees, costs and expenses incurred or sustained by Indemnified Parties in connection with such defense.  You shall indemnify and hold Indemnified Parties harmless against any and all damages awarded by any body or person authorized under law or contract to award such damages.  You represent and warrant that you will not disseminate any comments or any information to any third party of a derogatory or disparaging nature regarding the Site, the Licensee, or its members, managers, officers, employees, attorneys, agents, business operations, personnel, affiliates or subsidiaries.  The formation, effect, performance and construction of this License shall be governed by the laws of the state of Illinois and Licensor unconditionally submits to the jurisdiction of courts located in the state of Illinois in all matters related to or arising from this License.  If any provision or clause of this License or the application thereof to either party is held to be invalid by a court of competent jurisdiction, such provision shall be deemed severed herefrom and such invalidity shall not affect any other provision of this License, the balance of which shall remain in and have its intended full force and effect; provided, however, if any such provision may be modified so as to be valid as a matter of law, such provision shall be deemed to have been modified so as to be enforceable to the maximum extent permitted by law.  The covenants, agreements, representations and warranties of Licensor made in this License shall be revived continuously during the Term of this License, are in consideration of this License, and shall survive expiration or termination of the Term of this License.  If any party to this License defaults in the performance of any of its or his obligations in this License, then in addition to any and all of the rights and remedies which the non-defaulting party may have against the defaulting party, the defaulting party will be liable to and will pay to the non-defaulting party a sum equal to the non-defaulting party's court cost and reasonable fees of its attorneys and their support staff incurred in enforcing the covenants, agreements or obligations of the defaulting party described in this License.  Nothing contained in this License shall constitute or be deemed to constitute Licensor and Licensee in the relationship of employer/employee, master/servant, partners, or joint venturers.  Neither this License nor any right or obligation of Licensor under this License may be assigned by Licensor without the prior written consent of Licensee. Subject thereto, this License and the covenants and conditions contained in this License shall inure to the benefit of and shall be binding upon the parties and their respective successors and assigns.  The waiver by either party of a breach by the other or any provision of this License shall not operate or be construed as a waiver of any other continuing or subsequent breach by such party.  Neither Licensor nor Licensee make any representation, extend any warranties of any kind, assume any responsibilities or obligations whatsoever or confer any right by implication, estoppel or otherwise, other than the licenses, rights and warranties herein expressly granted.  This License may not be modified except in a writing duly signed by each of the parties to this License.  This License may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.  This License contains the entire agreement between the parties hereto with respect to the subject matter hereof and there are no understandings, representations or warranties of any kind whatsoever between the parties except as expressly set forth herein.  Each party hereby accepts the licenses and rights granted to it by the other party pursuant to the terms set forth herein.



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