Terms of Submission

Contributing Presenter Terms of Submission and Agreement

This Agreement sets forth the terms of submission governing your Contributor Content and request to be considered as a Contributing Presenter or Contributing Author at HealthySimulation.com (the “Website”), which is owned and operated by WaterWell, LLC.

By completing your submission to WaterWell, LLC (the “Company”), by clicking “accept,” or “Submit”, or otherwise clicking to “Agree”, or by participating as a Contributing Presenter (hereinafter “Contributor”), you agree to be bound by this Agreement. If you do not agree with these terms, you should leave the Company website or the applicable submission page or contact us immediately so that we can remove or delete any content you have submitted to us.

In these terms and conditions, “We/us/our/HeathySimulation.com” means WaterWell, LLC. “You/your” means you as a user of the Website and/or Contributor.

Any information, material, content, recordings, presentations or similar media that you submit to us through our website, or via email related to your submission, constitutes “Contributor Content.”

Summary of Contributor Content Submission Guidelines. You agree to the Contributor Content Submission Guidelines found on our submission page located here: link. These are subject to change from time to time, so please review these guidelines carefully any time you submit content. You acknowledge that your submission including any presentation, may be attended, viewed, reviewed or rated, and shared by members of the Company’s subscriber audience.

Contributor’s Representations and Warranties. By completing your submission of Contributor Content, you represent and warrant that you own, have full rights to or otherwise control the content and information that you submit or send to us (the “Contributor Content”), that such content is accurate and truthful and does not violate these Terms of Submission, our Website Terms and Conditions or our rights, or those of any third party, and will not cause injury to anyone. You expressly warrant that you have the permission or authority to share with HeathySimulation.com, for distribution, sale, or resale, all information included in your Contributor Content, including any images, media or other content used in your submission or including any recorded presentations, or live presentations which we may record through our platform. You warrant that you are not violating the rights of any third party, including but not limited to any third party’s intellectual property rights by submitting your Contributor Content to us.

If your submission of Contributor Content to us would require authorization or consent from an Institution, Organization or Company with whom you are affiliated, you expressly warrant and represent that you have received such authorization or consent, and affirm that we have the right to rely upon your representation.

You agree to indemnify us and our affiliates and designees from and against any and all claims arising out of, resulting from or relating to our use of your Contributor Content, in accordance with these Terms and additional language below.

We assume no responsibility and have no liability for any Content created or submitted by you or anyone else.

Each time that you access the Website or create or complete a submission of Contributor Content, you hereby ratify and confirm these terms, applicable to any submission and all previous submissions by you to us.

Contributor License. By uploading, submitting, or otherwise providing any Contributor Content to the Company including Contributor Content delivered live, you hereby grant Company a perpetual, worldwide, non-exclusive and irrevocable right and license (without any obligation by Company whatsoever to use said content), to record, capture, reproduce, copy, prepare derivative works incorporating, publicly display, perform, market, sublicense, sell and otherwise distribute such Contributor Content in all formats, including but not limited to live video and audio streams, audio and video recordings, and transcriptions.

You further agree that Company may use excerpts or segments of the Contributor Content in all forms and media, including advertising and related promotion throughout the world and in perpetuity, without limitation. You grant Company the right to capture and use your image, likeness, voice and name in connection with all uses of the Contributor Content. Contributor will retain all original ownership rights in and to Contributor’s intellectual property including any copyrighted material utilized in the Contributor Content.

Contributor Credentials.  Company may also request information at the time of your submission which includes your name, title, affiliated institution, professional credentials, website and social media profile links, and short biography.

By submitting Contributor Content you hereby grant us a perpetual, non-exclusive, worldwide and royalty-free right and license, without expectation of payment or remuneration to you, to use your name and Contributor Credentials, alongside your image, likeness, voice, and Contributor Content on our platform and in any of our marketing or promotional efforts.

Moral Rights. You hereby waive any “moral rights” including the right to object to the modification of your Contributor Content. You also acknowledge that Company is not responsible for any use by third parties resulting from our sharing your Contributor Content, and that we are under no obligation to enforce our Website Terms & Conditions or any other agreement that may exist between us and any third party, nor are we liable to you or any third party for any breach of our legal terms or infringement or wrongful conduct by any third party. You shall retain all rights to pursue any third party for violations of your intellectual property irrespective of our involvement.

Other Rights. Company also has the right but not the obligation to alter, modify, edit, revise, resample, convert, correct, resize, or to create a composite of your Contributor Content to correct what we determine, in our sole discretion, to be an error or omission, or to support the marketing, distribution, sale, or licensing of your Contributor Content. We will have no liability to you or any third party if we do not exercise these rights.

Indemnification. You agree to indemnify, defend, and hold harmless Company and Company’s agents, representatives, assigns, licensees and successors from any and all damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs related to any claim or proceeding by a third party that may arise regarding Company’s use of the Contributor Content including but not limited to any claims of defamation, invasion of privacy, or infringement of moral rights, rights of publicity or copyright.

Term. This Agreement will be effective upon receipt of Contributor’s submission of Contributor Content. Contributor Content may be used by the Company, including in its online platforms indefinitely, or until either party elects to remove it.

Cancellation/Removal of Contributor Content. You may cancel your account or request the removal of your Contributor Content at any time subject to thirty (30) days advance written notice.

Compensation. You agree that there will be no monetary compensation or remuneration for participating in or sharing your Contributor Content on Company’s platform now or in the future, regardless of how it is used by Company.

No Requirement to Use. Company is not obligated to utilize the rights granted in this Agreement.

Terms of Use Agreement. You agree to the terms and conditions of the Terms of Use Agreement found at https://www.healthysimulation.com/about-us/privacy-submission-policy-tos/

Privacy. You also consent to have received notice of our Privacy Policy, found at https://www.healthysimulation.com/about-us/privacy-submission-policy-tos/

Waiver. The waiver by either party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default.  The failure of any party to enforce any of the provisions herein shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.

Severability. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect, and the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision.

Relationship. Contributor agrees that no joint venture, partnership, employment or agency relationship exists between Company and Contributor as a result of the relationship established by this Agreement.

Modification. The Company may modify the Terms of Submission for Content Contributors from time to time and without notice. You agree to be bound by the terms of this Agreement and any future modifications posted to the Company’s website which shall be considered ratified if you make a submission thereafter. You should review this Agreement regularly during the use of the Company’s services to keep apprised of any changes.

Assignment. No assignment of this Agreement is permitted, without prior written permission from the Company. Any attempt to do so shall constitute a default or violation of this Agreement which shall be immediately void. The Company’s rights and obligations, in whole or in part, under this Agreement may be assigned or transferred by the Company.

Third Party Beneficiaries. This Agreement is solely for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or remedies on any other person or entity.

Dispute Resolution. In the event that a dispute arises pursuant to this Agreement, the parties agree that they will first make good faith efforts to resolve the dispute directly between themselves, and that if those efforts fail, they will engage in mediation to be performed by a mutually-selected mediator at a location agreed upon by the parties or conducted online or telephonically allowing parties to participate from their respective locations. If mediation fails, either Client or Consultant may submit a written demand to the other that the dispute must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in Las Vegas, Nevada.

Governing Law. This Agreement and any action related thereto shall be governed by the laws of the State of Nevada without regard to its choice of law principles. The parties consent to exclusive jurisdiction and venue in federal and state courts sitting in Clark County, Nevada.

Force Majeure. If a party is prevented from fulfilling its obligations under this Agreement for one of the following reasons beyond the party’s reasonable control, including due to a national environmental or military emergency, such as fire, flood, explosion, war, strike, embargo, government regulation, or civil or military authority, or acts or omissions of carriers, transmitters, providers, vandals, or hackers (a “force majeure event”), the time for that party’s performance will be extended for the period of the delay or inability to perform due to such occurrence; provided, however, that You will not be excused from payment of any sums of money owed by you to the Company; and provided further, however, that if a party suffering a force majeure event is unable to cure that event within thirty (30) days, the other party may terminate this Agreement.

Construction. This Agreement shall be construed fairly and not interpreted for or against either party. Any remedies available to the Company, including any set forth in this Agreement, are not exclusive and are in addition to any other rights or remedies available to it at law or in equity.

Binding Effect. This Agreement shall be binding upon, and inure to the benefit of the respective parties hereto, their successors, heirs, representatives, and permitted assigns.

Entire Agreement. This Agreement represents the entire understanding and agreement of the parties relating to the Submission or Presentation Recording, and any and all prior agreements, understandings, and representations, whether express or implied, written or oral, regarding this topic are of no further force and effect. In order to participate as a Contributor you may be notified that you may be required to agree to additional terms and conditions as Services are revised over time. You may receive a copy of this Agreement at any time by emailing the Company at support [at] healthysimulation [dot] com and requesting a copy of your “Submission Terms of Agreement.”

Compliance with the Law. In the event Company is required by law to disclose information included in your Submission or Presentation Recording, nothing contained in this Agreement shall be in derogation of Company’s right to do so.

Notices. Any and all notices, demands, or other communications desired to be given hereunder by any party shall be in writing and may be validly made or given when sent via e-mail. Such communications shall be effective when they are received and acknowledged by the addressee, which acknowledgement shall not be purposely or unreasonably withheld.

Electronic Execution. This document shall be deemed to be electronically executed by any manner of your acknowledgement (including “check the box”, electronic confirmation including via email, electronic signature, or any other electronic method).

Contact. If you have any questions regarding this Agreement or any aspect of our services, please contact the Company at support [at] healthysimulation [dot] com.

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