terms of services

1. The Agreement with SystemsTX

Welcome to the VerifyTXTM software-as-a-service (SAAS) and software applications associated therewith, including a browser interface, access, and storage (hereinafter the “Services,” or “Service”). The purpose of the Services is to automate and assist Users with electronic verification of individual health insurance eligibility and benefits (hereinafter the “Health Insurance Information”) for a potential or current healthcare patient (hereinafter the “Individual”). Such assistance includes, but is not limited to, handling certain tasks of inputting information including, but not limited to, healthcare practice identity information, the Individual’s name, identity information, health insurance, health information, and potential treatment information to verify and obtain data associated with the Individual’s health insurance eligibility and benefit information in a quick and efficient manner.

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.

Please read these Terms and Conditions as they constitute a legally binding agreement that governs User’s use of the Services. This Agreement with SystemsTX (hereinafter the “Agreement,” or “Terms and Conditions”), together with any additional terms, updates, supplements, and all SystemsTX rules and policies to which User, the user (hereinafter “User,” “Insurance Verifier,” “Healthcare Representative,” “Healthcare Practice,” ‘you,” or “your”), agree to when registering for and/or using the Services—for which said Terms and Conditions may be updated periodically and reflected in the interface of the Services—constitute the entire agreement regarding the Services that includes legally binding terms and conditions governing User’s license to use the Services. These Terms and Conditions apply to all persons who use these Services, regardless of their level of participation. SYSTEMSTX DOES NOT GIVE MEDICAL ADVICE, NOR DOES IT PROVIDE MEDICAL OR DIAGNOSTIC SERVICES. BY ACCESSING AND/OR USING VERIFYTXTM, OR OTHER LINKS PROVIDED BY SYSTEMSTX USER AGREES TO BE LEGALLY BOUND BY THIS AGREEMENT. IF USER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT STATED HEREIN, PLEASE IMMEDIATELY LEAVE THIS SERVICE OR SITE.

User is registering for and will be using SystemsTX’s proprietary Services developed by SystemsTX, and its agents, to access SystemsTX systems, databases, applications, processes, and other SystemsTX assets. User acknowledges that in exchange for use of the Services, User will be charged a fee/cost as agreed upon by User and SystemsTX and the agreed-upon fee/cost will be available on the web application of the Services. Therefore, the (i) terms and conditions stated herein, and (ii) any updated terms and conditions in the future and accessible in the interface of the Services (hereinafter referred to in their collective as “Terms and Conditions”) apply to the registration and any license to use and/or access the Services, including the services and/or software applications associated therewith.

2. Acceptance of Terms

By using the Services in any way, User is agreeing to comply with these Terms and Conditions. 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 and Conditions through self-help, active investigation, litigation, and prosecution.

Acceptance of the Terms and Conditions can be, but is not required to be, met by (i) clicking a button indicating User accepts or agrees to the terms and conditions; (ii) downloading any portion of the Services; and (ii) accessing and/or using any portion of the Services. By registering for the Services, by initialing and dating the Agreement, and using the Services, User also agrees that User has read, understand, and accept the Terms and Conditions and User affirms that User is either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and that User is fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms and Conditions, and to abide by and comply with these Terms and Conditions. If User is entering into this Agreement on behalf of a company or other legal entity, User represents that User has the authority to bind such company or entity to this Agreement, in which case the terms “User” or “User’s” shall refer to such company or entity.  If User is entering this Agreement as an individual user, User also agree that User has read, understands and accepts the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms and Conditions, and to abide by and comply with these Terms and Conditions. User acknowledges these Terms and Conditions are a binding and enforceable agreement between User and SystemsTX.

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 and Conditions. SystemsTX reserves the right to change the Terms and Conditions 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 and Conditions of such changes.  SystemsTX may cease all or part of the Services at any time without notice and is not obligated to refund any monies received from User. If User does not agree to any of these Terms and Conditions, please do not register for or use the Services. To ensure User’s compliance with the above, SystemsTX recommends User review the Terms and Conditions accessible in the user interface of the Services.

3. Use of the Services

By accessing or using the Services, User accepts and agrees to these Terms and Conditions and the Data Collection and Privacy Policy. If User is a Covered Entity as defined in the Health Insurance Portability and Accountability Act of 1996 (hereinafter “HIPAA”), User accepts and agrees to the Business Associate Agreement. User warrants that User is not prohibited from receiving products of U.S. origin, including services or software. User must provide all equipment and software necessary to connect to the Services and, including, but not limited to, a computing device that is suitable to connect with and use the Services.  User is responsible for any fees, including Internet connection or mobile fees that User incurs when accessing the Services.

The User will use the Services only in connection with the conduct of User’s business as a healthcare representative or healthcare provider. The Services will at all times be and remain in the possession and control healthcare representatives and providers who are permitted to access the information and documentation available on the Services based upon all applicable laws, rules, and regulations. User agrees that User will restrict access to and use of the Services to healthcare representatives and providers and employees thereof who are permitted to access the information and documentation available on the Services based upon all applicable laws, rules, and regulations unless otherwise agreed to by SystemsTX in writing.

The Services shall at all times be used and operated by the User under and in compliance with the laws and regulations of the jurisdiction in which the Services may be provided, and in compliance with all lawful acts, rules, and regulations and orders of any commissions, boards or other legislative, executive or judicial bodies or officers having power to regulate or supervise the use of the Services, including those related to data privacy, health care privacy, international communications, and the transmission of technical or personal data.

In order to access and/or use SystemsTX’s Services, User may be required to create an account. User agrees that User will keep and maintain User’s account credentials (e.g., Employer Identification Number (hereinafter “EIN”) or National Provider Information (hereinafter “NPI”) and password confidential and that User will not disclose User’s account credentials to any third parties outside of User’s Healthcare Practice. User agrees to immediately notify SystemsTX in the event of any unauthorized access to or use of User’s account or other breach of security. User agrees that User is responsible for all activities that occur under User’s account, whether the activities were performed by User or performed by an unauthorized third-party. User agrees to report to SystemsTX immediately and use reasonable efforts to stop immediately any known or suspected unauthorized copying or distribution of the content from the Services.

User agrees to collect, store, and use all information, Third-Party Data, and Services provided to it or obtained as a result of this Agreement in a manner that (i) protects the security, privacy, confidentiality, and integrity of all information provided, (ii) ensures against any reasonably anticipated threats or hazards to the security or integrity of the information; and (iii) protects against unauthorized access to or use of the information. “Third-Party Data” means any data, information, or material provided or submitted by any third party to the Services in the course of using and/or providing the Services. These safeguards include, without limitation, a written data security plan, employee training, information access controls, restricted disclosures, systems protections (e.g., intrusion protection, data storage protection, and data transmission protection), and physical security measures. For information disclosed in electronic form, User agrees that such safeguards must include electronic barriers (e.g., “firewalls” or similar barriers) and password-protected access. In addition, in the event that User sends or receives any data over the Internet or through an ISP, User shall secure or encrypt such information in a manner consistent with industry security standards. For information disclosed in written form, User agrees that such safeguards shall include secured storage. User shall also establish and maintain any additional physical, electronic, and procedural controls and safeguards to protect any data from unwarranted disclosure as may be required for SystemsTX to comply with any law or regulation.

If there is any actual or suspected theft of, accidental disclosure of, loss of, or inability to account for any information by User or any unauthorized intrusions into User’s systems affecting information in the Services and/or Third-Party Data, User must, within 24 hours of the discovery of the actual or suspected event, (i) notify SystemsTX, (ii) estimate the disclosure or intrusion on SystemsTX, and (iii) specify the corrective action to be taken by User.

User warrants and agrees that User will not use information obtained from the Services for any improper or illegal purpose or act, including, but not limited to patient brokering. User also agrees not to share the Individual’s Health Insurance Information with any unauthorized user in any manner.

SystemsTX’s Services are intended to assist User with obtaining the Health Insurance Information of the Individual who may be treated by User’s Healthcare Practice; however, User understands that SystemsTX is not User’s agent or representative. Use of the Services does not remove User’s sole responsibility and liability for making treatment and/or patient admissions decisions based on the Individual’s Health Insurance Information, obtaining payments from the Individual for any and all healthcare treatments, medications, durable medical equipment, and any other service provided by User Healthcare Practice, or any other activities associated with a healthcare practice or product. The User is responsible for monitoring such activities to ensure accuracy, completeness, and compliance with any applicable rules and regulations. SystemsTX will attempt to obtain the Health Insurance Information accurately; however, User agrees that User is solely responsible and liable for verifying the accuracy of the Health Insurance Information gathered through use of the Services. The user acknowledges that the Health Insurance Information obtained through the Services is for informational purposes only and not a guarantee of payment, authorization, or acceptance by the Individual’s health insurance company. The User agrees that failure to independently verify the Health Insurance Information may cause the User to incur a significant cost, which User agrees SystemsTX is neither responsible for nor liable for.

Changes in the Individual’s Health Insurance Information may occur. User acknowledges and agrees that User is solely responsible for communicating with the Individual’s health insurance company and User agrees to indemnify SystemsTX against any claim, demand, and/or liabilities, including costs and expenses, asserted by the Individual or any third-party, resulting from or arising out of such changes to the Individual’s Health Insurance Information. By accessing and using SystemsTX’s Services, the User agrees to bear all risks associated with the use of SystemsTX’s Services. The user agrees that SystemsTX is not responsible for the Individual’s health insurance coverage responsibilities or the Individual’s health insurance payment responsibilities.

If User is entering into this Agreement on behalf of a company or other legal entity, User will obtain and maintain during the term of this Agreement insurance, including worker’s compensation and commercial general liability insurance (with applicable riders), in amounts and on terms that are in accordance with acceptable standards in the industry, and as are acceptable to SystemsTX. If requested by SystemsTX in writing, the vendor will furnish them with proof of such insurance. The vendor may prove adequate insurance coverage by presenting SystemsTX with valid certificates of current coverage, certificates of renewal coverage, or proofs of premium payments.

The user acknowledges that HIPAA governs the use and transmission of individually identifiable health information, including setting rules for health care providers and health insurance companies about who can look at and receive an individual’s health information. To that end, the User acknowledges that the User is responsible for compliance with HIPAA regulations. SystemsTX’s Business Associate Agreement for Covered Entities is Addendum A to this Agreement and is incorporated herein. By using the Services, the User agrees to the terms of this Business Associate Agreement.

The User understands that each healthcare payer may have terms and conditions, privacy policies, and other rules and restrictions associated with covering the cost of an insured individual’s medical expenses (hereinafter “Health Insurance Coverage Policies”). The User agrees that it is the User’s sole responsibility to review and comply with these Health Insurance Coverage Policies. User agrees that SystemsTX is not responsible for any violations of the Health Insurance Coverage Policies and User agrees to indemnify SystemsTX against any claim, demand, and/or liabilities, including costs and expenses, asserted by any third-party healthcare payers, resulting from or arising out of such violations of the Health Insurance Coverage Policies as a result of User’s use of the Services.

User represents and warrants that User’s use of the Services does not conflict with any third-party agreements and User agrees to indemnify and hold harmless SystemsTX in the event that User’s use of the Services violates or conflicts with such third-party agreements.

4. Privacy

SystemsTX respects User’s privacy and the privacy of the individual and is committed to protecting it. SystemsTX’s full data collection and privacy statement is accessible at https://verifytx.com/data-collection-privacy-statement. The privacy statement explains SystemsTX’s policies and practices regarding User’s information. It is through this disclosure that SystemsTX intends to provide User with a level of comfort and confidence in how it collects, uses, and safeguards personal and other information it collects or that User provides through these Services, and how User can contact SystemsTX if User has any questions or concerns. It is SystemsTX’s sincere hope that by explaining SystemsTX’s data handling practices that SystemsTX will develop a trusting and long-lasting relationship with User. By using the Services, the User agrees to the terms of this data collection and privacy statement. SystemsTX reserves the right to modify its privacy statement in its reasonable discretion from time to time.

5. Fees

The fees and costs to register and use the Services are those agreed upon by User and SystemsTX and the agreed-upon fees and costs are available on the web application of the Services. Upon acceptance of this Agreement, User shall pay a fee that can be paid monthly, or annually to have access to the Services based upon the fee and cost agreement. The fee must be paid after the date of expiration as noted in the fee and cost agreement in order to continue use of the Services.

All fees paid will be non-refundable in the event that the Services are discontinued for violating any of the Terms and Conditions.

The User is responsible for any fees incurred in connection with User’s use of these Services. For example, User’s Internet service provider may charge User access or data fees for User’s use of their services in connection with data transmission. Contact User’s provider for more information regarding their data rates and fees.

6. Other Conditions/Restrictions

The following restrictions apply to the use of the Services:

  1. User shall not use SystemsTX’s Services for patient brokering;
  2. User shall not use SystemsTX’s Services to obtain and share Protected Health Information, including Electronic Protected Health Information (hereinafter referred to collectively as “PHI”), which includes individually identifiable health information, with an unauthorized user as set forth in further detail below;
  3. User shall not rely on the Services when making healthcare treatment decisions;
  4. User shall independently verify the Individual’s Health Insurance Information obtained as a result of the Service;
  5. User shall treat User’s account credentials as confidential information and not disclose User’s account credentials to anyone outside of the Healthcare Practice;
  6. User shall refrain from any public or private comments that User will share SystemsTX’s technology or processes with others;
  7. 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;
  8. 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;
  9. 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;
  10. User shall not sublicense, rent, lease, sell, trade, gift, bequeath, or otherwise transfer User’s account to anyone without SystemsTX’s written permission;
  11. 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;
  12. User shall not build a competitive product or service;
  13. User shall not build a product or service using similar ideas, feature, functions, or graphics of the Services; and
  14. Users shall not copy any ideas, features, functions, and/or graphics of the Service.

7. System Requirements, Maintenance, Updates, and Limitations on Service

Use of the Services requires a computing device that is compatible with the Services and may require obtaining updates or upgrades from time to time in order to continue using the Services. Because the use of the Services involves hardware, software, and Internet access, User’s ability to use the Services may be affected by the performance of these factors. High-speed Internet access is strongly recommended. User acknowledges and agrees that such system requirements, which may be changed from time to time, are User’s responsibility. The user acknowledges and agrees that SystemsTX is not responsible for supplying Users with the hardware necessary to use the Services.

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. SystemsTX reserves the right to modify or discontinue, temporarily or permanently, any aspect of the Services for any reason and without notice. The user agrees that SystemsTX is not responsible for any costs, loss of revenue, or loss of business of any kind as a result of maintenance of the Services, or as a result of the Services being inaccessible for any other reason.

The version of the Services’ software may be upgraded from time to time to add support for new functions and services, improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions (hereinafter “Enhancement(s)”). User agrees to receive such updates (and permit SystemsTX to deliver these to User) as part of User’s use of these Services and refusal to accept any updates is grounds for termination of the Agreement and the Services.

In any such event when and if SystemsTX provides Enhancements to the Services, User shall accept any SystemsTX Enhancements to or for the Services. In the event that there is or will be an incremental cost increase in a material amount to the Services associated with the Enhancement, the amount of said incremental cost increase shall be acceptable to SystemsTX and User. SystemsTX does not guarantee that SystemsTX will continue to support any version of SystemsTX’s Services for which User initially received a license.

It is User’s obligation to work with SystemsTX (or designate an approved contact) which SystemsTX and its support vendors can work with to resolve any issues upon which User provides SystemsTX sufficient notice of. The determination of whether the notice is sufficient will be made solely by SystemsTX, and such determination shall not be unreasonably withheld. User will provide power and high-speed Internet access for any equipment utilizing any of the services or products associated with the Services. SystemsTX is not responsible for issues involving an Internet Service Provider and User or any other third parties which make changes to User’s network via direct (change) or indirect (outage) action.

8. Limited License

Unless and to the extent indicated otherwise, the Services and all materials and information (“Materials”) 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 are owned, controlled or licensed by SystemsTX. The contents of the Services and Materials, including the selection, coordination, and arrangement of the Services and Materials, are protected by, or subject to protection by, worldwide copyright, trademark, patent, trade secret, and/or other proprietary rights, laws and treaty provisions whether or not a copyright notice or other proprietary mark is present. The user agrees to comply with all copyright laws worldwide in User’s use of these Services and Materials. Except as expressly provided herein, SystemsTX does not grant any express or implied right to User under any patents, trademarks, or copyrights.

Subject to User’s continued compliance with the Terms and Conditions, SystemsTX grants User a non-exclusive, non-transferable, limited right to access, view, and use these Services and Materials for User’s Healthcare Practice only. All rights, title, and interest in the Services and Materials not expressly granted to User in these Terms and Conditions are reserved by SystemsTX. The user agrees not to dispute SystemsTX’s claims of ownership or validity of its rights to the Services and Materials.

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 and Conditions, User’s rights under this Section will terminate at the sole discretion of SystemsTX and SystemsTX may terminate User’s access to the Services and Materials without notice and without any refund of fees.

Any right or authorization granted to User 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 nor 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 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 with other content or in a manner that is unlawful, threatening, infringing, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, or otherwise unlawful or tortious material, or contains explicit or graphic descriptions, 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 interfere with or disrupt the integrity or performance of the Services or the data contained therein;
  8. User may not attempt to gain unauthorized access to the Services or its related systems or networks;
  9. 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;
  10. 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;
  11. 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; and
  12. Users may not establish a link or otherwise hold User out as an exclusive user of the Services or suggest an affiliation with, approval of, or endorsement by SystemsTX when none exists.

SystemsTX reserves all rights not expressly granted to User under the Terms and Conditions.

9. 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 reads 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. The 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.

10. User Content

If User communicates to SystemsTX any support requests, feature requests, ideas, suggestions, documents, and/or proposals (hereinafter “Ideas”), User do so voluntarily and with no expectation of compensation of any kind, or confidentiality. By communicating any Ideas to us, User grant SystemsTX ownership of the Ideas to use for any purpose and in any way, at SystemsTX’s sole discretion. Users understand that SystemsTX may have similar ideas under consideration and/or in development now or in the future. SystemsTX does not warrant that User will receive any compensation, discount, or any special benefit as a result of sharing the ideas with us.

SystemsTX does not own any data, information, or material that User submits to the Services in the course of using the Services (“Receiving Party Data”). User, not SystemsTX, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all of the Receiving Party Data. SystemsTX shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Receiving Party Data. In the event this Agreement is terminated for any reason by User or SystemsTX, SystemsTX reserves the right to withhold, remove, and/or discard any Receiving Party Data without notice for any breach, including, without limitation for non-payment breach. Upon termination of this Agreement, User’s right to access or use Receiving Party Data immediately ceases, and SystemsTX shall have no obligation to maintain or forward any Receiving Party Data.

11. Termination of Service

For the purposes of the Agreement, the termination will not affect, in any way, any provision of the Agreement, and/or the Data Collection and Privacy Statement, and/or the Business Associate Agreement (hereinafter referred to collectively as the “Three Agreements”) relating to SystemsTX’s ownership in the Services, any covenants relating to the misappropriation, misuse or improper use or operation of the content and information contained therein, indemnification/hold harmless, limitation of liability, or any independent cause of action SystemsTX may have against User, as the same survives the termination of any or all of the Three Agreements.

If the Three Agreements are desired to be terminated by User for any reason, it must provide no less than sixty (60) days’ prior written notification to SystemsTX to cancel any periodic maintenance fees. Cancellation of these maintenance fees will automatically cancel any licensing rights or interests User may have in the Services.

The Term of the Three Agreements and the License is one year commencing on the first date that the Services are available for use by the User (the “Effective Date”). Users may extend the Term of the Three Agreements for an additional one-year period upon payment of fees set by SystemsTX.

User agrees that SystemsTX, in its sole discretion, has the right (but not the obligation) to deactivate User’s account, or otherwise terminate User’s access to or use of the Services, immediately and without notice, for any reason, including, without limitation, if SystemsTX believes that User has acted inconsistently with the letter or spirit of these Terms and Conditions. Further, User agrees that SystemsTX shall not be liable to User or any third-party for any termination of User’s access to the Service. Further, User agrees not to attempt to use the Services after said termination, unless otherwise permitted by SystemsTX in writing.

12. Assignment and Delegation

The Three Agreements may not be assigned by User in whole or in part without the prior express written consent of SystemsTX. SystemsTX may delegate its duties and obligations under the Three Agreements to others. SystemsTX may assign the Three Agreements at any time and without any notice to User.

Any actual or proposed change in control of User that results or would result in a direct competitor of SystemsTX directly or indirectly owning or controlling 50% or more of User shall entitle SystemsTX to terminate this Agreement for cause immediately upon written notice.

13. Intellectual Property and Other Proprietary Rights

SystemsTX alone (and it’s Third Party Providers, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, 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 any suggestions, ideas, inventions, enhancement requests, feedback, recommendations or other information provided by User or any other party relating to the Services. ”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.

This Agreement is not a sale and does not convey to User any rights of ownership in or related to the Services or the Intellectual Property Rights owned by SystemsTX. The SystemsTX name, the SystemsTX logo, and the product names associated with the Services, are trademarks of SystemsTX, and no right or license is granted to use them.

To the extent that any software (defined in its broadest sense) is developed or changed by User or its agents, assigns, or representatives in violation of any of the covenants herein, User agrees to grant, assign, transfer, and convey, and hereby grants, assigns, transfers, and conveys, to SystemsTX all right, title, and interest that said the party has, or will have, to said modified software. User agrees to assist SystemsTX, at SystemsTX’s expense, to perfect SystemsTX’s ownership right, title, and interest in the inventions (whether patentable or not), copyrights, or other developments, including executing any documents and answering questions.

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 only use the Services for the purposes and subject to the terms and conditions in the Agreements. User shall not permit any third party, i.e., non-employee of the Healthcare Provider, to gain access to the Services, without the written permission of SystemsTX.

The Healthcare Provider shall not copy, nor permit to be copied, any version of the Services, including screenshots thereof, for any purpose other than for educational/training purposes for employees of the Healthcare Provider. Additionally, Healthcare Provider shall not, nor allow a third-party to—including any individual for which said Services is used for, reverse engineer, disassemble, decompile, decipher, sell, sublicense, modify, adapt, translate, or transmit the Services, or any website or service offered with or for the Services, in any form or by any means without express written consent from SystemsTX. Violation of any restrictions in the Agreements by User shall entitle SystemsTX or any agent of SystemsTX to take possession of the software and/or for SystemsTX to terminate the Services and the Agreements for the breach. The Services are and shall remain the exclusive property of SystemsTX.

The content and compilation of content included in the Services, such as sounds, text, graphics, logos, icons, images, audio clips, digital downloads, and software, are the property of SystemsTX, or its licensors, and are protected by the United States and international copyright laws. Such copyright protected content cannot be reproduced without SystemsTX’s express written permission. SystemsTX reserves all rights not expressly granted in the Agreements. Users will not take any action to jeopardize, limit, or interfere with SystemsTX’s intellectual property rights in the Software, Services, Products, and/or SystemsTX Websites and Applications.

Any reproduction, modification, creation of derivative works from or redistribution of the Services, or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of SystemsTX. User further agrees not to reproduce, duplicate or copy Content from the Services without the express written consent of SystemsTX, and agree to abide by any and all copyright notices displayed on the Services. Users may not, or assist or instruct anyone else to, decompile or disassemble, reverse engineer or otherwise attempt to discover, any source code contained in the Services. Without limiting the foregoing, User agrees not to reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes, any aspect of the Services.

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.

14. Confidentiality

“Confidential Information” means information including, without limitation, all computer programs, code, algorithms, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial and product development plans, forecasts, strategies and information marked “Confidential”, or if disclosed verbally, is identified as confidential at the time of disclosure. In addition to the foregoing, Confidential Information shall include third party software or information, if any, that may be provided to User under this Agreement, including any data, related source or object codes, technical data, the data output of such software, documentation, or correspondence owned by the applicable licensor and/or third-party provider. Confidential Information shall not include any information that: (i) is or becomes generally publicly known through no wrongful act on User’s part; (ii) is already known to User without a third party’s disclosure restriction at the time of disclosure by SystemsTX hereunder, and as evidenced by a written document(s) predating SystemsTX’s disclosure to User; (iii) is rightfully received by User from a third party without breach of the Agreements; (iv) is furnished to a third party by SystemsTX without a duty of confidentiality; (v) can be proven to have been independently developed by User without access to any confidential information by User prior to the commencement of the relationship contemplated hereunder, and as evidenced by a written document(s) predating SystemsTX’s disclosure to User; or (vi) is explicitly approved for release by written authorization of SystemsTX. In the event of applicability of or reliance by User on subsection (ii), (iii) and/or (v) above, User must notify SystemsTX within ten (10) days of disclosure by SystemsTX or (10) from the execution of the Agreements, whichever is later, or else User will be said to have waived its right and ability to rely on any one or more of these three subsections. Users may disclose the information and data hereof to third parties if this is required for User to fulfill its duties under the Agreements and such third parties have agreed to conditions at least as stringent as those contained herein.

Unless otherwise indicated in writing by SystemsTX, the User will use the highest degree of care to prevent disclosing to others the information and data furnished by SystemsTX under the Three Agreements. In addition to User’s obligation to safeguard confidential information in accordance with this section, User acknowledges that PHI requires special safeguarding and agrees to abide by the laws of User’s company, state, and HIPAA regarding the protection and disclosure of PHI. This obligation shall continue so long as the Agreements are in effect and for a period until the information no longer remains confidential.

If User becomes compelled in any proceeding or is requested by a governmental body having regulatory jurisdiction over the disclosing party or receiving party to make any disclosure that is otherwise prohibited hereunder, such party shall provide the other party with prompt notice of such compulsion or request so that it may seek an appropriate protective order or other remedy or waive compliance with this section. In the absence of a protective order or other remedy, the party compelled or requested to disclose the Confidential Information, may disclose such information immediately prior to the required date for production or disclosure of the information.

User agrees not to disclose the terms of this Agreement to any third party, including but not limited to pricing, without the prior written express consent of SystemsTX, except to advisors, investors, and others on a need-to-know basis under circumstances that reasonably ensure the confidentiality thereof, or to the extent required by law.

In the event of an actual or threatened breach of the above confidentiality provisions, SystemsTX will have no adequate remedy at law and will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages.

15. Notices

SystemsTX may give notice by means of a general notice on the Services, electronic mail to User’s e-mail address on record in SystemsTX’s account information, or by written communication sent by first-class mail or pre-paid post to User’s address on record in SystemsTX’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email).

Any notice, consent, approval, request or other communication required to be given under any of the Three Agreements to SystemsTX shall be in writing and shall be deemed effective (1) upon receipt if delivered by hand to an authorized individual to accept correspondences on behalf of SystemsTX or (2) when sent by certified or registered mail, return receipt requested.

In general, communications to SystemsTX may be made to:

SystemsTX, LLC

601 N. Congress Ave., Suite 415,

Delray Beach, FL 33445

support@verifytx.com

16. Disclaimer to Terms and Conditions

SystemsTX may at any time revise these Terms and Conditions by updating this posting. The user is bound by such revisions and should, therefore, visit this page to review the current Terms and Conditions from time to time.

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 THEIR AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES, SHAREHOLDERS, AND REPRESENTATIVES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE SERVICES AND USER’S USE THEREOF. SYSTEMSTX, AND THEIR AGENTS, MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT AND THE PROCESSES PROVIDED BY THESE 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’SSECURE 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 THEIR AGENTS ARE PROVIDING ANY LEGAL, TAX, MEDICAL, COUNSELING, ACCOUNTING, INVESTMENT, FINANCIAL OR ANY OTHER PROFESSIONAL SERVICES OR ADVICE.

User also acknowledges and agrees that AS TO SYSTEMSTX, (i) USER ACCEPTS THE SERVICES AS-IS, AND THAT SYSTEMSTX HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATION OR WARRANTY OR COVENANT WITH RESPECT TO FITNESS, MERCHANTABILITY, CONDITION, QUALITY, DURABILITY OR SUITABILITY OF ITS SOFTWARE, SERVICES, OR ANY CONTENT, IN ANY RESPECT OR IN CONNECTION WITH, OR FOR THE PURPOSES AND USES OF USER, OR AS TO TITLE THERETO OR ANY OTHER REPRESENTATION OR WARRANTY OR COVENANT OF ANY KIND OF CHARACTER, EXPRESS OR IMPLIED WITH RESPECT THERETO; and (ii) THAT IN NO EVENT SHALL SYSTEMSTX, OR ANY SUB-CONTRACTOR, SALESPERSON, OR AUTHORIZED SERVICE PROVIDERS HIRED BY SYSTEMSTX IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENTS, 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 OR 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 THE AGREEMENTS; (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.

IN NO EVENT SHALL SYSTEMTX’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM USER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL SYSTEMSTX AND/OR ITS THIRD PARTY PROVIDERS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THESE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF RECEIVING PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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.

17. Release and Covenant Not to Sue

To the maximum extent permitted by applicable law, User hereby releases, and waives all claims and demands against SystemsTX and its officers, subsidiaries, affiliates, parent companies, joint ventures, any other corporate entities under common ownership, successors, assigns, directors, officers, agents, service providers, suppliers, and employers for claims, damages (actual and consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising out of or in any way connected with the use of the Services.

18. Third-Party Disputes

The user is solely responsible for any activities related to User’s independent verification of health insurance information, whether or not performed through the Services. SystemsTX reserves the right, but has no obligation, to become involved in any way with third party disputes, including, but not limited to, disputes between individuals and health insurance companies, individuals and health care practices, and health insurance companies and health care practices. If User has a dispute with one or more third parties, User releases SystemsTX and its officers, subsidiaries, affiliates, parent companies, joint ventures, any other corporate entities under common ownership, successors, assigns, directors, officers, agents, service providers, suppliers, employees, and employers from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such third party disputes, including, without limitation, any intellectual property dispute or any dispute over health insurance information.

19. Force Majeure

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 any failure to perform hereunder due to unforeseen circumstances or cause beyond SystemsTX control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.

20. Indemnity and Hold Harmless

By using these Services User agrees that User will defend, indemnify, and hold harmless SystemsTX, together with its subsidiaries, affiliates, parent companies, joint ventures, any other corporate entities under common ownership, successors, assigns, directors, officers, agents, service providers, suppliers, employees, and employers, from and against all the 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 the Terms and Conditions; (ii) User’s violation of any law, rule or regulation of the United States or any other country; (iii) User’s infringement or violation of the rights of any third parties (including intellectual property rights); (iv) User’s use of the Services; (v) any other party’s access and use of the Services with User’s account credentials or other appropriate security feature; or (vi) violation of any laws related to the HIPAA. 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.

21. Arbitration

SystemsTX looks forward to a long and mutually productive relationship with User. However, if the User becomes dissatisfied for any reason with the fees charged or 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, at the sole discretion of SystemsTX, 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 Broward 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 Broward County in any action, and agree 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.

22. Miscellaneous

This Agreement, including the Data Collection and Privacy Statement, and/or the Business Associate Agreement, together with any additional terms to which User agrees when using any aspect of these Services constitute the entire agreement regarding the Services and supersede all prior or contemporaneous communications, whether electronic, oral or written between User and SystemsTX with respect to the Services.

User agrees that these Terms and Conditions 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. If a court determines that any term or condition in these Terms and Conditions is illegal or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

SystemsTX and it’s 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 and Conditions, no representations, statements, consents, waivers, or other acts or omissions by SystemsTX shall be deemed a modification of these Terms and Conditions nor be legally binding, unless documented in physical writing, hand signed by User and a duly appointed officer of SystemsTX.

If any provision of the Agreements is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreements remain in full force and effect. All lawsuits arising from or relating to the Agreements shall be brought in a competent Federal or State court of Florida, and User hereby irrevocably submits to the exclusive personal jurisdiction of such courts for such purpose.

The Terms and Conditions described in the Agreements shall be considered to be the complete and exclusive statement of the understanding between User and SystemsTX and cancels and supersedes all earlier promises, representations, discussions or agreements, written and oral, between the parties which relate in any way to the Services. To the extent there is any inconsistency between any obligations and rights in the Agreements, the latest issued provision shall prevail over the provision issued earlier in time. To the extent the provisions were issued contemporaneously, the terms and conditions herein shall prevail.

The terms and conditions in the Agreements shall be binding upon and inure to the benefit of User and its permitted successors and assigns (subject to any other provision in the Agreements), and shall be binding upon and inure to the benefit of SystemsTX and its successors and assigns.

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.

USER EXPRESSLY ACKNOWLEDGES THAT USER HAS READ THE TERMS AND CONDITIONS AND UNDERSTAND THE OBLIGATIONS, RIGHTS, CONDITIONS, TERMS, RESTRICTIONS, CONDITIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET FORTH HEREIN. BY CLICKING ON THE AGREE AND SUBSCRIBE BUTTON AND/OR CONTINUING TO USE THE SERVICES OR REGISTER FOR THE SERVICES, USER EXPRESSLY CONSENTS TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO SYSTEMSTX THE RIGHTS SET FORTH HEREIN.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth below.

© 2020 SystemsTX, LLC. All rights reserved.