WEBSITE TERMS OF USE

Last Updated: May 12, 2023

1. SystemsTX Website Terms of Use

Welcome to SystemsTX, LLC (hereinafter “we,” “us,” “SystemsTX,” or “our”). Please carefully read these Terms of Use and our Privacy Policy, which is incorporated into these Terms of Use by this reference. These Terms of Use (or “Agreement”) apply to your use of SystemsTX’s websites and online services (collectively, the “Services”). “You” or “User” means the individual or entity accessing or utilizing the Services.

The Services are operated by SystemsTX, LLC (hereinafter “we,” “us,” “SystemsTX,” or “our”) and the content on or provided by the Services is owned by us, unless otherwise indicated herein. As used herein, the term “SystemsTX” refers to SystemsTX, LLC and its officers, subsidiaries, affiliates, parent companies, joint ventures, and any other corporate entities under common ownership, successors, assigns, directors, officers, agents, service providers, suppliers, and employers.

SYSTEMSTX DOES NOT GIVE MEDICAL ADVICE, NOR DOES IT PROVIDE MEDICAL OR DIAGNOSTIC SERVICES.

BY USING THE SERVICES, USER EXPRESSLY CONSENTS TO BE BOUND BY THESE TERMS OF USE AND GRANTS TO SYSTEMSTX THE RIGHTS SET FORTH HEREIN.

PLEASE READ THE DISPUTE RESOLUTION PROVISION BELOW BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH SYSTEMSTX AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

IF YOU ARE ENTERING INTO THESE TERMS OF USE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO YOU AND SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU MUST NOT ACCEPT THIS AGREEMENT AND YOU MAY NOT USE THE SERVICES.

2. Acceptance of Terms

By using the Services in any way, User is agreeing to comply with these Terms of Use. In addition, when using the Services, User agrees to abide by any applicable SystemsTX rules and policies, which may change from time to time. Should User object to any term or condition of the Agreement, any rules, policies, statements, or guidelines provided by SystemsTX governing use of the Services, or any subsequent modifications thereto or become dissatisfied with SystemsTX in any way, User’s only recourse is to immediately discontinue use of SystemsTX’s Services. SystemsTX has the right but is not obligated, to strictly enforce the Terms of Use through self-help, active investigation, litigation, and prosecution.

By using the Services, User also agrees that User will not use the Services for any purpose that is unlawful or in contravention of these Terms of Use.

SystemsTX reserves the right to change these Terms of Use from time to time without notifying User. If User objects to any such changes, User’s sole recourse shall be to cease using the Services. Continued use of the Services following the effective date of any such changes shall indicate User’s acknowledgment of such changes and agreement to be bound by the Terms of Use, as modified. When we post changes to these Terms of Use we will update the “last updated” date at the top of these Terms of Use. If there are material changes to these Terms of Use, we will notify you either by prominently posting a notice of such changes or by directly sending you a notification.

SystemsTX may cease all or part of the Services at any time without notice. To ensure User’s compliance with the above, SystemsTX recommends User review and print these Terms of Use.

3. Privacy and Security

By accessing or using the Services, User accepts and agrees to our Privacy Policy, which is incorporated into these Terms of Use. Additionally, by accessing or using the Services, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that transmissions to or through the Services may be intercepted by others, and users assume the risk of security breaches and all consequences resulting from them. In furtherance of the foregoing, users must safeguard their credentials. Please let us know immediately if you suspect that your credentials have been compromised.

4. Proprietary Rights

SystemsTX alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights (as defined below), including, but not limited to, trademarks, inventions, discoveries, writings, trade secrets, know-how, methods, practices, procedures, engineering information, designs, devices, improvements, manufacturing information, and other technology, whether or not patentable or copyrightable, and any patent applications, patents, or copyrights based thereon in and to the Services and the Content, including the selection, coordination, and arrangement of the Services and Materials, and any suggestions, ideas, inventions, enhancement requests, feedback, recommendations or other information provided by User or any other party relating to the Services (“Feedback”). User hereby grants, assigns, transfers, and conveys, to SystemsTX all right, title, and interest in and to all Feedback. ”Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how, and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

The Services are copyrighted, or subject to copyright protection, by SystemsTX and is not to be copied or otherwise distributed without the written permission of SystemsTX. User agrees to use the Services only for the purposes and subject to the terms and conditions in this Agreement. User shall not permit any third party, i.e., non-employee of User, to gain access to the Services, without the written permission of SystemsTX.

SystemsTX’s trademarks and trade dress may not be used in connection with any product or service that is not SystemsTX’s, in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits SystemsTX. User is not permitted to and shall not register or use any trade name, trademark, logo, domain name or any other name or sign that relates to or incorporates any of SystemsTX’s intellectual property (in whole or part) or the subject matter of SystemsTX’s intellectual property or that is confusingly similar thereto.

The VerifyTX™ name and all trademarks and logos displayed on these Services are owned or used under license by SystemsTX or constitute nominal or statutory fair use of said trademarks and logos. These trademarks include but are not limited to, the VerifyTX™ trademark and associated logos. The unauthorized use of any trademark displayed on these Services is strictly prohibited.

5. System Updates and Limitations on Service

SystemsTX’s Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. SystemsTX is not responsible for any delays, delivery failures, or other damage resulting from such problems.

SystemsTX reserves the right, in its sole discretion, to change, improve, correct, modify, suspend, discontinue or permanently cancel the operation of the Services or portions thereof at any time without any notice to User, and without incurring any obligations or liabilities to User or to any third-party. User’s use of these Services after any changes are posted will be considered acceptance of such changes. The Services may not be available during maintenance breaks and other times.

6. Limited Right to Use

Subject to User’s continued compliance with these Terms of Use, SystemsTX grants User a non-exclusive, non-transferable, limited right to access, view, and use the Services for your personal use only. All rights, title, and interest in the Services not expressly granted to User in these Terms of Use are reserved by SystemsTX. User agrees not to dispute SystemsTX’s claims of ownership or validity of its rights to the Services and all materials and content on the Services.

SystemsTX may suspend or terminate any and all of User’s rights and authorization at any time for any reason. If User violates any of the Terms of Use, User’s rights under this Section will terminate at the sole discretion of SystemsTX and SystemsTX may terminate User’s access to the Services without notice.

7. Use Restrictions

The Services and all materials and information contained on the Services (including past, present, and future versions) and all content that is included in, on or that are otherwise a part of the Services (collectively, “Materials”) are owned, controlled or licensed by SystemsTX.

Any right or authorization granted to User for the use of the Services by SystemsTX is subject to the following obligations and restrictions:

  1. User must retain, on all copies of the Materials downloaded, all copyright and other proprietary notices contained in the Materials and the Services;
  2. User may not copy, reprint, modify, distribute, translate, port, publish, sublicense, assign, transfer, sell, lease, license, or otherwise commercially exploit, distribute, or make available the Materials or the Services in any way or reproduce or publicly display, perform, or otherwise use them for any public purpose or any other purpose than User’s healthcare practice;
  3. User may not commercially exploit the Services, Materials or underlying data, including without limitation, (i) creating derivative works of the Materials and the Services, (ii) using any data mining, robots, or similar data gathering and extraction tools on the Materials or the Services, (iii) creating a database, systematically downloading, storing any or all of the Materials from the Services or the Services itself, (iv) linking, framing, or mirroring any portion of the Materials or Services on any other server or wireless or Internet-based device, (v) extracting, deriving or attempting to extract or derive any source code, any executable code, or structure of all or any portion of the Materials or the Services by reverse engineering, disassembly, decompilation or any other means, or (vi) using other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Materials or the Services provided by SystemsTX;
  4. User may not transfer the Materials or Services to any other person without the express written consent of SystemsTX;
  5. User may not use the Services or Materials in a manner that is unlawful, threatening, infringing, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, or otherwise unlawful, or submit tortious, explicit, graphic or obscene, nor may User’s use victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
  6. User may not send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents or programs;
  7. User may not attempt to gain unauthorized access to the Services or its related systems or networks;
  8. User may not register for or use the Services or Materials in a manner that impersonates any other person, business or entity, including SystemsTX, and its employees and agents;
  9. User may not interfere, try to interfere, disrupt, or try to disrupt the SystemsTX servers or networks, or disobey any network access or security requirements, policies, directives, procedures, or regulations of SystemsTX or its representatives and agents who facilitate User’s use of the Services;
  10. User may not use the Services or Materials as a means to engage in conduct that reflects poorly upon, disparages or devalues SystemsTX’s reputation or goodwill, as determined in SystemsTX’s sole discretion;
  11. User may not establish a link or otherwise suggest an affiliation with, approval of, or endorsement by SystemsTX;
  12. User shall not use SystemsTX’s Services for patient brokering;
  13. User shall not rely on the Services when making healthcare treatment decisions;
  14. User shall refrain from any public or private comments that User will share SystemsTX’s technology or processes with others;
  15. User shall not use the Services if User is located in a country embargoed by the United States or if User is on the U.S. Treasury Department’s list of Specially Designated Nationals;
  16. In connection with User’s use of the Services, User will not engage in any activity that may create a risk of injury, death, property damage, and/or liability of any kind;
  17. When accessing and/or using the Services, User shall not inflict emotional distress on any person, humiliate any other person, assault or threaten any other person;
  18. User shall not sublicense, rent, lease, sell, trade, gift, bequeath, or otherwise transfer User’s account to anyone without SystemsTX’s written permission;
  19. User shall not access or use an account that has been sublicensed, rented, leased, sold, traded, gifted, bequeathed, or otherwise transferred from the original account creator without SystemsTX’s express written permission; or
  20. User shall not build a competitive product or service, build a product or service using similar ideas, feature, functions, or graphics of the Services, or copy any ideas, features, functions, and/or graphics of the Service.

8. Third-Party Information

The Services may contain links to third-party websites that are not owned or controlled by SystemsTX (“Third Party Websites”). SystemsTX has no control over and assumes no responsibility for, the content, privacy policies, or practices of any Third-Party Websites or any Third-Party Data. In addition, SystemsTX will not and cannot censor or edit the content of any Third Party Website or any Third Party Data. By clicking on links, User expressly relieves SystemsTX from any and all liability arising from User’s use of any Third Party Website, or from the content of any Third Party Website or any Third Party Data. When using a Third Party Website, Users should be aware when User leaves the Services and read the terms and conditions and privacy policy of each Third Party Website that User visits. User’s linking to any Third Party Website is at User’s own risk and User agrees that User must evaluate, and bear all risks associated therewith.

SystemsTX does not endorse or assume any responsibility for any such Third-Party Data and/or Third Party Website, information, materials, products, or services. If User uses any Third Party Data or a Third Party Service, User does so at User’s own risk. User expressly relieves SystemsTX from any and all liability arising from User’s use of any Third-Party Data and/or Third Party Website. User agrees that SystemsTX shall not be responsible for any loss or damage of any sort relating to the Third-Party Data and/or a Third Party Website. User represents that User’s use of any Third Party Data is in accordance with all applicable law, rules, and regulations and that User has obtained any necessary authorizations or permissions to obtain information about an individual and or institution.

We operate social media pages on third party networks and have social media icons on our website. Social media providers are unaffiliated with us, and we are not responsible for the content or privacy practices of social media providers. Social media providers have their own terms of use and privacy policies, and we encourage you to review those policies whenever you visit their websites or interact with their platforms.

9. Disclaimers; Limitation of Liability

USER AGREES THAT USER’S USE OF THESE SERVICES SHALL BE AT USER’S SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, SYSTEMSTX, AND ITS SUPPLIERS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES, SHAREHOLDERS, AND REPRESENTATIVES (COLLECTIVELY, THE “SYSTEMSTX PARTIES”) OFFER THE SERVICES “AS IS” AND “AS AVAILABLE” AND DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND USER’S USE THEREOF, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, SYSTEMSTX, AND THEIR AGENTS, MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT AND THE PROCESSES PROVIDED BY THE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR THE PROCESSES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM USER’S ACCESS TO AND USE OF THE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF SYSTEMSTX’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION, INSURANCE INFORMATION, AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM SYSTEMSTX’S SERVERS, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH SYSTEMSTX’S SERVICES BY ANY THIRD-PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR PROCESSES OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES AND ANY PROCESSES PROVIDED BY THE SERVICES. SYSTEMSTX DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SYSTEMSTX WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN USER AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, USER SHOULD USE USER’S BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

NEITHER SYSTEMSTX NOR ANY SYSTEMSTX PARTY IS PROVIDING ANY LEGAL, TAX, MEDICAL, COUNSELING, ACCOUNTING, INVESTMENT, FINANCIAL OR ANY OTHER PROFESSIONAL SERVICES OR ADVICE.

IN NO EVENT SHALL THE SYSTEMSTX PARTIES, OR ANY SUB-CONTRACTOR, SALESPERSON, OR AUTHORIZED SERVICE PROVIDER HIRED BY SYSTEMSTX IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT, BE LIABLE TO USER OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY (WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES OR LOSSES HAS BEEN NOTIFIED TO SYSTEMSTX), FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, OR FOR LOST PROFITS, BUSINESS INTERRUPTION, SAVINGS, REVENUES, LEGAL COSTS AND/OR EXPENSES, OTHER ECONOMIC LOSS, LOSS OF (OR COST OF SUBSTITUTE) EQUIPMENT OR MATERIALS OF ANY KIND WHATSOEVER, WHICH MAY ARISE, DIRECTLY OR INDIRECTLY, IN ANY MANNER IN CONNECTION WITH: (i) THE USE OF OR ANY PROCESSES RELATED TO THE SERVICES; (ii) FOR ANY PURCHASE, USE OR LICENSE OF ANY COMPUTER SOFTWARE; (iii) FOR ANY DATA FURNISHED UNDER OR AS A RESULT OF THIS AGREEMENT; (vi) THE DURATION IN WHICH HEALTH INSURANCE INFORMATION IS EFFECTIVE; (v) ANY INACCURACIES IN THE HEALTH INSURANCE INFORMATION; (vi) ANY OF USER’S TREATMENT DECISIONS; OR (vi) ANY OTHER ACTIVITIES ARISING OUT OF OR RELATING TO USER’S USE OF THE SERVICES.

EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS OF USE, ANY OF THE SYSTEMSTX PARTIES IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGES OR LOSSES WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED TO THESE TERMS OF USE OR YOUR USE OF THE SERVICES, THE TOTAL AGGREGATE LIABILITY OF THE SYSTEMSTX PARTIES FOR ANY AND ALL SUCH CLAIMS, REGARDLESS OF THE FORM OF ACTION, IS LIMITED TO THE AGGREGATE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM USER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential, or certain other types of damages, so the exclusions set forth above may not apply fully to User. Nevertheless, the intention of the parties is to minimize to the fullest extent possible the implied warranties and liability for remote or uncertain damages to be claimed from SystemsTX.

10. Indemnification

By using these Services User agrees that User will defend, indemnify, and hold harmless the SystemsTX Parties from and against all liabilities, liens, actions, claims, costs, taxes, damages and expenses (including reasonable attorneys’ fees and costs) if any third party brings a claim against SystemsTX in connection with, or arising out of (i) User’s breach of this Agreement; (ii) User’s violation of any law, rule or regulation of the United States, including HIPAA, or any other country; (iii) User’s infringement or violation of the rights of any third parties (including intellectual property rights); or (iv) User’s use of the Services. SystemsTX reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, and, in such case, User shall agree to cooperate with SystemsTX’s defense of such claim. User shall not settle any claim without the prior consent of SystemsTX.

11. Violation of These Terms

You agree that SystemsTX may, in its sole discretion, without prior notice and to the extent applicable, terminate your access to the Services and/or block your future access to the Services if we determine that you have violated these Terms or other agreements or guidelines which may be associated with your use of the Services. You also agree that any violation by you of these Terms of Use will cause irreparable harm to SystemsTX for which monetary damages would be inadequate, and you consent to SystemsTX obtaining any injunctive or equitable relief that SystemsTX deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies SystemsTX may have at law or in equity.

12. Arbitration

SystemsTX looks forward to a long and mutually productive relationship with User. However, if User becomes dissatisfied for any reason with the Services, SystemsTX encourages User to bring that to SystemsTX’s attention immediately. It is SystemsTX’s belief that most such problems can be resolved by good faith discussions between the parties. Nevertheless, it is always possible that some disputes may arise which cannot be resolved by discussions between us. SystemsTX believes that such disputes can be resolved more expeditiously and with less expense to all concerned by binding arbitration than by court proceedings.

Any dispute between User and SystemsTX (including, without limitation, any individual currently employed or formerly employed by SystemsTX) shall be subject to binding arbitration. In addition, all questions regarding the arbitrability of the dispute, including whether User and/or SystemsTX has agreed to arbitrate the dispute, shall be decided by such arbitration. This agreement to arbitrate all disputes between us applies even if some person or entity claims that this Agreement is void, voidable, or unenforceable for any reason. By agreeing to arbitrate, all parties are waiving a jury trial.

The arbitration shall be held in Palm Beach County, Florida, before a mutually acceptable arbitrator, pursuant to the then-existing Commercial Arbitration Rules of the American Arbitration Association, including Optional Rules for Emergency Measures of Protection. The arbitrator shall be a practicing attorney or retired judge with at least fifteen years of total working experience as such. User consents to personal jurisdiction in Florida and venue in Palm Beach County in any action and agrees to waive the right to proceed in any other jurisdiction or forum concerning a dispute between the parties or relating to this Agreement. This agreement to arbitrate shall survive the termination of the Services or this Agreement.

No demand for arbitration may be made after the date when the institution of legal or equitable proceedings based on such claim or dispute would be barred by the applicable statute of limitations. The arbitrator is not authorized to award punitive or other damages not measured by the prevailing party’s actual damages.

A party may apply to the arbitrator seeking injunctive relief until an arbitration award is rendered or the dispute is otherwise resolved. A party also may, without waiving any other remedy, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party pending the arbitrator’s appointment or decision on the merits of the dispute. If the arbitrator determines that a party has generally prevailed in the arbitration proceeding, then the arbitrator shall award to that party its reasonable out-of-pocket expenses related to the arbitration, including filing fees, arbitrator compensation, attorney’s fees, and legal costs.

The arbitration proceedings and arbitrator’s award shall be maintained by the parties as strictly confidential, except as is otherwise required by court order or as is necessary to confirm, vacate or enforce the award and for disclosure in confidence to the parties’ respective attorneys, tax advisors, and senior management and to family members of a party who is an individual.

The arbitrator shall require exchange by the parties of (i) the name and, if known, address and telephone number of each person likely to have knowledge of relevant information, identifying the subjects of the information, and (ii) non-privileged documents, including those in electronic form, that are relevant to the issues raised by any claim, defense or counterclaim or on which the producing party may rely in support of or in opposition to any claim, defense or counterclaim. The arbitrator shall limit such production based on considerations of unreasonable expense, duplication, and undue burden.

These exchanges shall occur no later than a specified date within 60 days following the appointment of the arbitrator. At the request of a party, the arbitrator may at his or her discretion order the deposition of witnesses. Depositions shall be limited to a maximum of three depositions per party, each of a maximum of four hours duration unless the arbitrator otherwise determines. The arbitrator may allow such other discovery as he or she determines is reasonably necessary for a fair determination of the dispute. Any dispute or objections regarding discovery or the relevance of evidence shall be determined by the arbitrator. All discovery shall be completed within 120 days following the appointment of the arbitrator unless the arbitrator otherwise determines.

Any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

To the extent that any lawsuit or court proceeding is permitted under this Agreement, to the fullest extent permitted by law you agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located in Palm Beach County, Florida for the purpose of litigating all such disputes.

Any claim under this Agreement must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. User agrees to the admissibility of computer records and electronic evidence in any dispute herein.

In the event the provisions in this arbitration section are held invalid or unenforceable, then this section, in its entirety, will cease to apply, and the parties will not be obligated to arbitrate any disputes.

13. Users Outside of the United States

Although SystemsTX’s website is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the website are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. If you choose to access the Services from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.

14. Miscellaneous

This Agreement, including the Privacy Policy, together with any additional terms to which User agrees when using any aspect of these Services constitutes the entire agreement regarding the Services and supersedes all prior or contemporaneous communications, whether electronic, oral or written between User and SystemsTX with respect to the Services. From time to time, we may provide different or additional terms and conditions in connection with some of our Services (“Additional Terms”). For example, additional terms may apply to our subscription agreements for EDI Services. In such cases, those Additional Terms will become part of your agreement with us if you use those Services. In the event of a conflict between the Additional Terms and these Terms of Use, the Additional Terms will control for that conflict unless specified otherwise.

These Terms of Use are governed by, and construed in accordance with, the laws of the State of Florida, regardless of principles of conflict/choice of laws that may require the application of the laws of another jurisdiction.

SystemsTX and its Third Party Providers make no representation that the Services are appropriate or available for use in locations outside of the United States or that certain aspects of the Services are legally usable within all parts of the United States.

No delay or omission to exercise any right, power or remedy accruing to SystemsTX upon any breach or default by User under the Agreements shall impair any such right, power or remedy of SystemsTX, nor shall any such delay or omission be construed as a waiver of any breach or default, or of any similar breach or default occurring, nor shall any waiver of a single breach or default be deemed a waiver of any subsequent breach or default, nor shall any single or partial exercise of any right preclude the exercise of any other right or any other remedy at law or in equity. Except as expressly and specifically, set forth in these Terms of Use, no representations, statements, consents, waivers, or other acts or omissions by SystemsTX shall be deemed a modification of these Terms of Use nor be legally binding, unless documented in physical writing, hand signed by User and a duly appointed officer of SystemsTX.

When you access or use the Services or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You may preserve these Terms of Use in written form by printing it for your records, and you waive any other requirement that these Terms of Use be evidenced by a written document.

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

The terms and conditions in this Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns (subject to any other provision in the Agreement).

It is expressly acknowledged by the parties that SystemsTX is an “independent contractor” with respect to User and nothing in this Agreement is intended or shall be construed to create any employer/employee relationship, partnership, or joint venture between the parties. No employee or agent of either party may be deemed an employee or agent of the other party by reason of this Agreement. SystemsTX shall be fully responsible for all tax liabilities arising from its status as an independent contractor. Each party shall notify the other and permit the other to participate in the resolution of any inquiry or audit relating to SystemsTX’s status as an independent contractor.

SystemsTX shall not be liable for any delay or failure to provide the Services resulting from causes outside the reasonable control of SystemsTX, including without limitation acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.

Contact Us:

SystemsTX, LLC
601 N. Congress Ave., Suite 415,
Delray Beach, FL 33445
support@verifytx.com

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