DebrisLogix End User Agreement

Last Modified: January 1, 2025

This DebrisLogix End User Agreement (this “Agreement”) is a binding contract between you (“Customer,” “you,” or “your”) and SWSR, LLC, a Florida limited liability company d/b/a DebrisLogix (“DebrisLogix,” “we,” or “us”). This Agreement governs your access to and use of the DebrisLogix system, including F'NTIXDMS and the F’NTIX App (collectively, the “System”).

Pricing:

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SYSTEM (the “Effective Date”). BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SYSTEM YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT THE “I DECLINE” BUTTON BELOW. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SYSTEM.

1. Definitions.

• (a) “Authorized User” means Customer and Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the System under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the System has been purchased hereunder.
• (b) “System” means the services provided by DebrisLogix under this Agreement that are detailed on DebrisLogix’s website available at [URL] and reflected in the Customer’s order.
• (c) “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the System.
• (d) “Documentation” means DebrisLogix’s end user documentation relating to the System available at [URL].
• (e) “DebrisLogix IP” means the System, the Documentation, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, DebrisLogix IP includes Aggregated Statistics and any information, data, or other content derived from DebrisLogix’s monitoring of Customer’s access to or use of the System, but does not include Customer Data.
• (f) “Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the System.

2. Access and Use.

• (a) Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of this Agreement, DebrisLogix hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the System during the Term solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein. DebrisLogix shall provide you the necessary passwords and access credentials to allow you to access the System.
• (b) Documentation License. Subject to the terms and conditions contained in this Agreement, DebrisLogix hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the System.
• (c) Mobile Application. Use of the System includes use of a mobile application. DebrisLogix grants you a non-transferable, non-exclusive, non-assignable, limited right for Authorized Users to use the mobile application we provide as part of the System.
• (d) Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the System, any mobile application or software component of the System, or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to:
  • (i) copy, modify, or create derivative works of the System, any mobile application or software component of the System, or Documentation, in whole or in part;
  • (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the System or Documentation except as expressly permitted under this Agreement;
  • (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any mobile application or software component of the System, in whole or in part;
  • (iv) remove any proprietary notices from the System or Documentation; or
  • (v) use the System or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
• (e) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, DebrisLogix may monitor Customer’s use of the System and collect and compile data and information related to Customer’s use of the System to be used by DebrisLogix in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the System (“Aggregated Statistics”). As between DebrisLogix and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by DebrisLogix. You acknowledge that DebrisLogix may compile Aggregated Statistics based on Customer Data input into the System. You agree that DebrisLogix may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.
• (f) Reservation of Rights. DebrisLogix reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the DebrisLogix IP.
• (g) Suspension. Notwithstanding anything to the contrary in this Agreement, DebrisLogix may temporarily suspend Customer’s and any other Authorized User’s access to any portion or all of the System if:
  • (i) DebrisLogix reasonably determines that (A) there is a threat or attack on any of the DebrisLogix IP; (B) Customer’s or any other Authorized User’s use of the DebrisLogix IP disrupts or poses a security risk to the DebrisLogix IP or to any other customer or vendor of DebrisLogix; (C) Customer or any other Authorized User is using the DebrisLogix IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) DebrisLogix’s provision of the System to Customer or any other Authorized User is prohibited by applicable law;
  • (ii) any vendor of DebrisLogix has suspended or terminated DebrisLogix’s access to or use of any third-party services or products required to enable Customer to access the System; or
  • (iii) in accordance with Section 5 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”).
  DebrisLogix shall use commercially reasonable efforts to provide notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the System following any Service Suspension. DebrisLogix shall use commercially reasonable efforts to resume providing access to the System as soon as reasonably possible after the event giving rise to the System Suspension is cured. DebrisLogix will have no liability for any damage, liabilities, losses (including any loss of profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.

3. Customer Responsibilities.

• (a) Acceptable Use Policy. The System may not be used for unlawful, fraudulent, offensive, or obscene activity. You agree not to use the System
  • (i) in any way that violates any law or regulation;
  • (ii) to send, knowingly receive, upload, download, use or re-use any material which violates the rights of any person;
  • (iii) to impersonate or attempt to impersonate the Company or another person; or
  • (iv) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the System or which, as determined by us, may harm the Company or other users of the System or expose us or them to liability.
  You shall not use the System in any manner that could disable, overburden, damage or impair the System or interfere with any other party’s use of the System. You shall not use any device, software or routine that interferes with the proper working of the System, violate or attempt to violate the violation of the security or integrity of the System, or otherwise attempt to interfere with the proper working of the System. The Company may monitor your use of the System for any purpose in our sole discretion as we see fit and take any action we deem necessary or appropriate if we believe your conduct violates this Agreement or could create liability for the Company. Without limiting any other right or remedy, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone who accesses or uses the System.
• (b) Account Use. You are responsible and liable for all uses of the System and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the System and shall cause Authorized Users to comply with such provisions.
• (c) Customer Data. You hereby grant to DebrisLogix a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for DebrisLogix to provide the System to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. You will ensure that Customer Data and any Authorized User’s use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.
• (d) Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the System confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
• (e) Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the System by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.

4. Service Levels and Support.

• (a) Service Levels. Subject to the terms and conditions of this Agreement, DebrisLogix shall use commercially reasonable efforts to make the System available to Customers, including using commercially reasonable efforts to schedule downtown for routine maintenance outside of normal operating hours and to provide prior notice on its website of any scheduled outages of the System. Notwithstanding the foregoing, Customer is not entitled to any credit towards Fees or any other remedy for service failures of the System.
• (b) Support. This Agreement does not entitle Customer to any support for the System other than DebrisLogix’s standard customer support services.

5. Fees and Payment.

• (a) Fees. Customer shall pay DebrisLogix the fees as described on [COMPANY WEBSITE URL] (“Fees”) on a weekly basis based on load volume by Authorized Users to the System for the previous week. Each week begins on Monday at 12:00 a.m. ET and ends the following Sunday at 11:59 p.m. ET. On Monday of each week, the Fees for the previous week will be calculated based on load volume submitted by Authorized Users to the System and an invoice submitted to the Customer on Tuesday. Payment is due by Friday of each week for Fees for the previous week. Customer shall make all payments hereunder in US dollars on or before the due date by authorized payment on file with DebrisLogix. Customer must provide an authorized payment method to DebrisLogix through the System before Customer will have access to use the System. Customer authorizes DebrisLogix to charge the Customer’s credit card or other authorized payment method on file with DebrisLogix automatically on Wednesday of each week for the full invoice amount for the prior week’s Fees without further Customer authorization.
• (b) Late Payment. DebrisLogix will use commercially reasonable efforts to notify Customer if payment is unsuccessful through use of the payment method on file for Customer and give Customer twenty-four (24) hours to make payment through an alternative method of payment. If Customer fails to make any payment when due, without limiting DebrisLogix’s other rights and remedies:
  • (i) DebrisLogix may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law;
  • (ii) Customer shall reimburse DebrisLogix for all costs incurred by DebrisLogix in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and
  • (iii) DebrisLogix may suspend, in accordance with Section 2(g), Customer’s and all other Authorized Users’ access to any portion or all of the System until such amounts are paid in full.
• (c) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on DebrisLogix’s income.

6. Confidential Information.

From time to time during the Term, DebrisLogix and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non- disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

7. Privacy Policy.

DebrisLogix complies with its privacy policy, available at [URL] (“Privacy Policy”), in providing the System. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the System, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

8. Data Security.

Customer understands and agrees that there is no such thing as perfect security and that the following security measures are commercially reasonable and agreeable by Customer:

• (a) DebrisLogix shall implement administrative, physical and technical safeguards to protect Customer Data that are commercially reasonable and consistent with accepted industry practices.
• (b) By submitting Customer Data through the System, Customer authorizes DebrisLogix to store the Customer Information in any form or manner, in DebrisLogix’s sole discretion.

9. Intellectual Property Ownership.

As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the System and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the System, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

10. Limited Warranty and Warranty Disclaimer.

• (a) Customer Warranty. You warrant that you own all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and your use of the System are in compliance with the AUP.
• (b) DebrisLogix Disclaimer of Warranties. THE SYSTEM IS PROVIDED “AS IS” AND DEBRISLOGIX SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DEBRISLOGIX SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. DEBRISLOGIX MAKES NO WARRANTY OF ANY KIND THAT THE SYSTEM, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

11. Indemnification.

• (a) DebrisLogix Indemnification.
  • (i) DebrisLogix shall indemnify, defend, and hold Customer harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (“Losses”), incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the System, or any use of the System in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights, provided that Customer promptly notifies DebrisLogix in writing of the Third-Party Claim, cooperates with DebrisLogix, and allows DebrisLogix sole authority to control the defense and settlement of such Third-Party Claim.
  • (ii) If such a Third-Party Claim is made or DebrisLogix anticipates such a Third-Party Claim will be made, Customer agrees to permit DebrisLogix, at DebrisLogix’s sole discretion, to (A) modify or replace the System, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If DebrisLogix determines that neither alternative is reasonably available, DebrisLogix may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 10(a)(ii) sets forth your sole remedies and our sole liability and obligation for any actual, threatened, or alleged Third- Party Claims that the System infringe, misappropriate, or otherwise violate any intellectual property rights of any third party.
  • (iii) This Section 10(a) will not apply to the extent that any such Third-Party Claim arises from Customer Data or Third-Party Products.
• (b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at DebrisLogix’s option, defend DebrisLogix and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third- Party Claim (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights; or (ii) based on Customer’s or any Authorized User’s negligence or willful misconduct or use of the System in a manner not authorized by this Agreement; provided that Customer may not settle any Third-Party Claim against DebrisLogix unless DebrisLogix consents to such settlement, and further provided that DebrisLogix will have the right, at its option, to defend itself against any such Third- Party Claim or to participate in the defense thereof by counsel of its own choice.

12. Limitations of Liability.

IN NO EVENT WILL DEBRISLOGIX BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER DEBRISLOGIX WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL DEBRISLOGIX’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO DEBRISLOGIX UNDER THIS AGREEMENT IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The exclusions and limitations in this Section 11 do not apply to the parties’ obligations under Section 11.

13. Term and Termination.

• (a) Term. The term of this Agreement begins on the Effective Date and continues until terminated.
• (b) Termination. In addition to any other express termination right set forth in this Agreement, (i) either party may terminate this Agreement for any reason upon fourteen (14) days’ advance notice; and (ii) DebrisLogix may terminate this Agreement, effective immediately, if Customer fails to pay any amount due hereunder within four (4) days of the date due.
• (c) Effect of Termination. Upon termination of this Agreement, Customer shall immediately discontinue use of the DebrisLogix IP. No expiration or termination of this Agreement will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
• (d) Survival. This Section 12(d), Sections 5, 6, 11, 12, 15, 16, 17, and 19, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination of this Agreement, will survive any such termination.

14. Modifications.

You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through [notifications or posts on [URL]/direct email communication from us]. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the System after the effective date of the modifications will be deemed acceptance of the modified terms.

15. Export Regulation.

The System utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the System or the software or technology included in the System to, or make the System or the software or technology included in the System accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the System or the software or technology included in the System available outside the US.

16. US Government Rights.

Each of the software components that constitute the System and the Documentation is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the System and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors.

17. Non-Competition; Non-Solicitation.

During the Term and for one year thereafter, Customer shall not (A) create or attempt to create a substitute or similar service through use of or access to the System; or (B) solicit for employment or hire any DebrisLogix employee while they are employed at DebrisLogix or for a period of one year after their voluntary or involuntary termination of employment at DebrisLogix without written approval by DebrisLogix; provided, however, that this Section does not prohibit the hiring of a DebrisLogix employee who independently submits an application in response to general advertisement for employment.

18. Governing Law and Jurisdiction.

This agreement is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Florida. [Except as otherwise set forth herein,] any legal suit, action, or proceeding arising out of or related to this Agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Florida in each case located in the city of [CITY] and County of [COUNTY], and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

19. Miscellaneous.

This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at [URL] and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the System. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.