Testimonial Release Terms
1. Definitions
Unless the context requires otherwise and unless explicitly defined elsewhere in these Terms, capitalised terms and expressions in these Terms shall have the following meaning:
(a) “Form” means the form provided via https://ventureoutwellness.mykajabi.com/testimonial-submission-page by the Company to the Releasor to provide testimony, review, feedback, and/or statement for or in relation to the Company;
(b) “Company” means Venture Out Wellness, PLLC, having its registered business address at 2779 Gulf Breeze Parkway, Gulf Breeze, FL, 32563, United States of America
(c) “Parties” means the Company and the Releasor together, and “Party” means either of the Parties;
(d) “Releasor” means any (natural or legal) person who has agreed to, and is therefore bound by, these Terms; and
(e) “Terms” means these terms and conditions.
2. Release
2.1 By and under the terms and conditions of these Terms, the Releasor grants the Company a non-exclusive license to use any and all current and future testimonies, reviews, feedback, and statements made or provided by the Releasor for or in relation to the Company (hereinafter referred to as; the “Statements”) and the Releasor’s name, business name (if applicable), logo (if applicable), biographical information, and photograph (hereinafter referred to as; the “Information”) to the extent relevant to the Statements (hereinafter referred to as; the “License”).
2.2 The License is perpetual, worldwide, non-revocable, royalty-free, transferable, pledgeable, and sublicensable.
2.3 The Company is entitled to use the Statements and the Information for any legal reason or purpose, including, but not limited to, publicity, promotional, marketing, advertising, trade, exhibition, or illustration purposes, in any medium.
2.4 For the avoidance of doubt, the License does not have an end date (perpetual), and the Releasor is not entitled to revoke the License (non-revocable).
2.5 For the avoidance of doubt, the Company is entitled to use the Statements and the Information, in full or in part, at any location anywhere in the world (worldwide), including, but not limited to, the Company’s or another party’s website(s), social media channel(s), emails.
3. Waivers
3.1 The Releasor understands that the Company may, and hereby authorises the Company to, use the Releasor’s identity, including, but not limited to, the Information, for commercial purposes. The Releasor irrevocably waives to the fullest extent possible any personality rights, publicity rights, privacy rights and any similar or related rights the Releasor may have under the law in any of those jurisdictions.
3.2 The Releasor understands that the Company may, and hereby authorises the Company to, edit, modify, amend, reformat, copy, reproduce, repurpose, publish, broadcast, and distribute the Statements and the Information for the purposes described in clause 1 and for any other related purpose. The Releasor waives the right to edit, modify, amend, copy, reproduce, repurpose, publish, and distribute the Statements and the Information or to inspect or approve the end product of the Statements and the Information.
4. Consideration
4.1 As consideration for the covenants provided in these Terms, including, but not limited to, the License, the Releasor receives exposure and publicity as a result of the publication by the Company of the Information in conjunction with the Statements, and such consideration shall be considered as a full and complete fulfilment of any and all payment obligations in relation to the License and the other covenants provided in these Terms (hereinafter referred to as; the “Consideration”).
4.2 No royalty or monetary or other remuneration or compensation is payable by either Party for the License, or any other rights under these Terms other than the Consideration.
5.1 The Releasor warrants that the Statements and the Information are original to the Releasor and contain no rights of third parties, and the Releasor is authorised and has the full power to grant the License to the Company.
5.2 The Releasor indemnifies and holds the Company harmless for any intellectual property infringement claims in relation to the Statements and the Information.
6. Liability
6.1 Without prejudice to clause 5.2, the Releasor releases and discharges the Company from any and all claims, disputes, (law) suits, actions, investigations and proceedings, and related costs and expenses from or with the Releasor, its heirs, or any other person acting on behalf of the Releasor or its estate, in relation to the Statements, the Information, the License, these Terms or otherwise.
6.2 Nothing in clause 5 will operate to limit liabilities in the event of fraud, wilful misconduct, gross negligence, or any (other) liabilities that cannot be limited under applicable law.
These Terms constitute an electronic contract between the Parties with full force and effect of a handwritten signature. The Parties enter into these Terms by submission of the Form by the Releasor by way of clicking on the “Submit” button on the Form.
8. Enforceability
The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other provision of these Terms. Any such invalid or unenforceable provision shall be replaced or be deemed to be replaced with a provision that is valid and enforceable and reflects as closely as possible the intent of the invalid or unenforceable provision.
9. No waiver
No failure or delay by the Company in exercising any right or remedy under or in connection with these Terms shall impair any right or remedy or operate or be construed as a waiver of any right or remedy.
10. Governing law
These Terms and any non-contractual obligations arising out of or in connection with these Terms, the Statements or the License shall be construed in accordance with the laws of the state of Florida, United States of America.
11. Dispute resolution & arbitration
11.1 Without prejudice to 18.2, all disputes arising out of or in connection with these Terms, the Statements, or the License, or further agreements resulting therefrom shall be settled in accordance with the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be Gulf Breeze, Florida, United States of America. The proceedings shall be conducted in the English language. No award or procedural order made in the arbitration shall be published.
11.2 If:
(a) the Releasor is registered in the United States of America; or
(b) a dispute is not subject to arbitration under clause 18.1 for whatever reason,
that dispute shall be settled in the competent courts located in [Gulf Breeze, Florida, United States of America, and the Releasor and the Company both irrevocably consent to the exclusive jurisdiction and location of the competent courts in [Gulf Breeze, Florida, United States of America for the adjudication of all non-arbitral claims.
11.3 The Releasor agrees to bear and pay the Company for the full cost of the legal proceedings, including, but not limited to, the attorney's costs, to the extent permitted by law.
