Terms of Use

BEFORE USING THE MEDIFORM AI PLATFORM YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS OF USE THAT APPLY TO THE MEDIFORM AI PLATFORM. BY AGREEING TO THE TERMS OF USE YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED (A) TO ACCESS AND USE THE MEDIFORM AI PLATFORM AND (B) TO POST, SUBMIT, PROVIDE, TRANSMIT, AND OTHERWISE DISCLOSE ANY INFORMATION AND DOCUMENTS YOU MAY SUBMIT ON, THROUGH, OR IN CONNECTION WITH THE MEDIFORM AI PLATFORM. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MUST NOT ACCESS THE MEDIFORM AI PLATFORM. CLICK “ACCEPT” IF YOU FULLY ACCEPT AND AGREE TO ALL THE PROVISIONS OF THESE TERMS OF USE. OTHERWISE, CLICK “DO NOT ACCEPT.” CLICKING “ACCEPT” ESTABLISHES A BINDING AGREEMENT BETWEEN YOU AND MEDIFORM AI, INC. ACCEPTANCE OF THESE TERMS OF USE IS REQUIRED AS A CONDITION TO PROCEEDING WITH THE USE OF THE SERVICE.

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Welcome to the Terms of Use of Mediform AI, Inc., a Louisiana corporation (“Mediform AI”). These Terms of Use (as amended from time to time and together with any documents expressly incorporated by reference, these “Terms of Use”), effective as of September 24, 2024 (the “Effective Date”), set forth the terms governing the provision, access, and use of the Mediform AI Platform (as defined below) by you (“Customer”) and any Authorized Users (as defined below) of Mediform AI applications (including any new versions, updates, or upgrades) on or through www.mediform.ai, whether as a guest or a registered user. Each of Mediform AI and Customer may be referred to herein individually as a “Party” or collectively as “Parties.”

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1. ACCESS TO THE MEDIFORM AI PLATFORM

1.1 General.

From time to time, Mediform AI and Customer may enter into order forms that expressly reference, and are governed by, these Terms of Use and are executed by an authorized representative of each Party (each, an “Order Form”). Each Order Form is hereby incorporated by reference.

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1.2 Changes to Terms of Use.

Mediform AI reserves the right, at its sole discretion, to change or modify portions of these Terms of Use at any time. If Mediform AI does this, it will post the changes on this page and indicate at the top of this page the date these Terms of Use were last revised. Customer may read a current, effective copy of these Terms of Use by visiting www.mediform.ai. Mediform AI will also notify Customer of any material changes—either through the Mediform AI Platform user interface, a pop-up notice, email, or other reasonable means. Customer’s continued use of the Mediform AI Platform after such changes become effective constitutes acceptance of the new Terms of Use. Customer should periodically review this page to remain aware of any revisions. If Customer does not agree to abide by these or any future Terms of Use, Customer must not access, browse, or use (or continue to access, browse, or use) the Mediform AI Platform.

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1.3 Access Grant.

Mediform AI will use commercially reasonable efforts to make its proprietary platform available to Customer and Customer’s Affiliates for processing medical records and patient intake forms (the “Mediform AI Platform”). Subject to the terms and conditions of these Terms of Use, Mediform AI hereby grants Customer and Customer’s Affiliates a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Mediform AI Platform during the Term (as defined below), solely for the purposes set forth in the applicable Order Form. For purposes of these Terms of Use, “Affiliate” means any legal entity of which Customer owns, directly or indirectly, fifty percent (50%) or more of the voting stock or other equity interest, which gives Customer control over the Affiliate’s compliance with these Terms of Use. An entity controlled by Customer will be considered an Affiliate only so long as such control is maintained.

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1.4 Restrictions and Responsibilities.

Customer will only provide access to the Mediform AI Platform to its employees, contractors, and consultants (collectively, “Authorized Users”) who assist in managing or servicing the operations for which the Mediform AI Platform is used. For clarity, any employees, contractors, or consultants who assist in managing or servicing properties of any Customer Affiliate will cease to be Authorized Users immediately if the applicable entity no longer qualifies as an “Affiliate.” Customer is responsible for the actions or omissions of its Affiliates and Authorized Users in violation of these Terms of Use as if such actions or omissions were performed by Customer. Customer will not, and will not permit any Authorized User to, use the Mediform AI Platform for any purpose other than those expressly permitted herein. Without limiting any other rights or remedies, Customer will not, and will not allow any Authorized User to, directly or indirectly:

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(a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms of the Mediform AI Platform;

(b) modify, translate, or create derivative works based on the Mediform AI Platform;

(c) use the Mediform AI Platform for timesharing or service bureau purposes or for the benefit of a third party (other than an Authorized User);

(d) remove any proprietary notices or labels; or

(e) use the Mediform AI Platform to develop or improve a product or service that competes with the Mediform AI Platform.

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Customer is responsible for procuring and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Mediform AI Platform. Customer is also responsible for maintaining the confidentiality of its and its Authorized Users’ usernames, passwords, and account details. Customer will notify Mediform AI immediately if it discovers any unauthorized disclosure or use of such credentials. Without limiting any other remedies, Mediform AI may immediately suspend Customer’s or any Authorized User’s access to the Mediform AI Platform if Customer breaches any term or condition of these Terms of Use.

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1.5 License to Customer Data.

Customer hereby grants Mediform AI a non-exclusive, royalty-free, fully paid-up, non-sublicensable (except to Mediform AI’s contractors, consultants, and service providers), non-transferable (subject to Section 10.6) license to copy, distribute, display, create derivative works of, and otherwise use the data and information (a) uploaded, input, or otherwise provided by or on behalf of Customer or any Customer Affiliate through the Mediform AI Platform (including through any integrated Third Party Services), and (b) the outputs generated by the Mediform AI Platform (the “Outputs”) (collectively, the “Customer Data”) to:

(i) provide the Mediform AI Platform and perform Mediform AI’s obligations under these Terms of Use;

(ii) improve and develop products and services, including through training and developing models and algorithms; and

(iii) create aggregated and/or anonymized data (“Aggregated Data”).

For clarity, Aggregated Data does not constitute Customer Data.

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1.6 Feedback.

Customer or any Customer Affiliate may provide suggestions, comments, or other feedback (“Feedback”) regarding the Mediform AI Platform. Mediform AI has full discretion to decide whether or not to implement any suggested enhancements, features, or functionality. Customer hereby grants Mediform AI a royalty-free, fully paid-up, worldwide, transferable, sublicensable (through multiple tiers), irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback, and (b) use the Feedback and any related subject matter in developing, manufacturing, marketing, promoting, or selling products or services incorporating such Feedback. Customer acknowledges that Feedback is not Confidential Information (as defined below).

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1.7 Evaluation Services.

From time to time, Customer or its Affiliates may be invited to try certain services at no charge during a free pilot period or when such services are not generally available (collectively, “Evaluation Services”). Evaluation Services will be designated as beta, pilot, evaluation, trial, limited release, or similar. If Customer’s initial use of the Mediform AI Platform occurs during a free pilot period (the “Pilot Period”), the duration of the Pilot Period and the scope of use (e.g., number of properties or data volume) will be specified in the Order Form (or governed by any separate pilot agreement if one exists). Notwithstanding anything to the contrary herein, Evaluation Services are provided solely for Customer’s internal evaluation purposes and are provided “as is” without any warranties. Mediform AI may discontinue Evaluation Services at its sole discretion and bears no liability for any harm or damage arising from their use.

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1.8 Third Party Services.

The Mediform AI Platform may enable access to or integration with third party services, products, solutions, software, application programming interfaces, or other technology (collectively, “Third Party Services”). Customer’s use of such Third Party Services may be subject to additional terms, conditions, or privacy policies imposed by the third parties, and separate accounts or authentication may be required. Data, information, or materials received by Mediform AI from any Third Party Service will be considered Customer Data. Mediform AI is not responsible for the accuracy, reliability, or security of any information provided by or accessed through Third Party Services. Any agreements or disputes with third parties are solely between Customer and the third party.

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1.9 Service Levels; Support.

Mediform AI will use reasonable efforts consistent with industry standards to provide the Mediform AI Platform in a manner that minimizes errors and interruptions. The Mediform AI Platform may be temporarily unavailable for scheduled maintenance, emergency maintenance, or due to factors beyond Mediform AI’s reasonable control. When possible, Mediform AI will provide advance notice of any scheduled service disruptions via email or through the Platform.

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2. OWNERSHIP; RESERVATION OF RIGHTS

As between the Parties, Mediform AI retains all right, title, and interest in and to the Mediform AI Platform and all associated intellectual property rights. Mediform AI grants only the limited rights expressly granted in these Terms of Use. Customer retains all right, title, and interest in and to the Customer Data. No additional rights in Customer Data are transferred to Mediform AI except as expressly provided herein.

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3. FEES; PAYMENT TERMS

3.1 Fees.

Customer will pay Mediform AI the fees specified in the Order Form in accordance with the payment terms therein. Mediform AI may increase prices for any renewal term (each, a “Renewal Term”) by notifying Customer at least thirty (30) days prior to the end of the current term.

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3.2 Payment Terms.

Payment obligations are non-cancelable and fees paid are non-refundable. Past due amounts shall incur a late charge of 1.5% per month (or the maximum permitted by law). If Mediform AI invoices Customer for any fees, Customer will pay all invoiced amounts within thirty (30) days of receipt.

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3.3 Taxes.

All amounts payable to Mediform AI are exclusive of any sales, use, and other taxes or duties, including withholding taxes, excise, sales, use, value-added, and property taxes (collectively, “Taxes”). Customer is solely responsible for the payment of all applicable Taxes, except for Taxes based on Mediform AI’s income. Customer will not withhold any Taxes from payments due to Mediform AI.

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4. TERM; TERMINATION

4.1 Term; Termination.

These Terms of Use are effective for as long as Customer or an Authorized User maintains an agreement with Mediform AI to access the Mediform AI Platform, including any Pilot Period and the initial term specified in the Order Form (the “Initial Term”). Thereafter, these Terms of Use will automatically renew for successive renewal terms (each, a “Renewal Term” and collectively with the Pilot Period and Initial Term, the “Term”), unless either Party provides written notice of termination or non-renewal at least thirty (30) days prior to the end of the then-current term. During a Pilot Period, either Party may terminate these Terms of Use for any or no reason upon written notice to the other Party. In addition, either Party may terminate these Terms of Use immediately if the other Party breaches any material obligation and fails to cure such breach within thirty (30) days after written notice.

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4.2 Effect of Termination.

Upon termination of these Terms of Use for any reason:

(a) All rights granted to Customer to access the Mediform AI Platform will immediately terminate.

(b) Customer must cease all use of the Mediform AI Platform and pay all outstanding fees and charges. Additionally, upon expiration or termination, each Party will return or, at the discloser’s request, destroy all Confidential Information of the other Party.

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4.3 Survival.

Notwithstanding termination or expiration, the provisions regarding Restrictions and Responsibilities, Feedback, Ownership; Reservation of Rights, Fees; Payment Terms, Term; Termination, Confidentiality, Disclaimers, Use of Artificial Intelligence, Limitations of Liability, Indemnification, and General provisions will survive.

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5. CONFIDENTIALITY

5.1 Definition of Confidential Information.

“Confidential Information” means any information, data, or materials disclosed by one Party (the “Discloser”) to the other Party (the “Recipient”), whether in tangible or intangible form, that (a) is marked or identified as confidential or proprietary at the time of disclosure, or (b) is identified as confidential within fifteen (15) days of disclosure in writing. For example, information related to business plans, methodologies, strategies, technology, specifications, development plans, customer data (including medical records and patient intake information), prospective customers, partners, suppliers, pricing, and product or service details shall be deemed Confidential Information, regardless of whether such information is marked as confidential, except as provided in Section 5.2.

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5.2 Exceptions.

Confidential Information does not include information that:

(a) the Recipient can demonstrate was in its possession prior to disclosure by the Discloser (with prompt notice of such prior possession provided to the Discloser);

(b) becomes publicly known through no wrongful act of the Recipient; or

(c) is obtained by the Recipient from a third party not under any obligation of confidentiality to the Discloser.

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5.3 Use and Disclosure.

The Recipient may use Confidential Information solely to perform its obligations or exercise its rights under these Terms of Use. The Recipient shall not disclose such information to any third party except to employees, contractors, consultants, or professional advisors (such as lawyers or accountants) who need to know it for purposes consistent with these Terms of Use and who are bound by confidentiality obligations at least as protective as those herein. The Recipient must employ at least reasonable measures to protect the confidentiality of the Discloser’s Confidential Information.

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5.4 Disclosures Required by Law.

If the Recipient is required by law (e.g., by subpoena or judicial order) to disclose any Confidential Information, the Recipient shall provide prompt written notice to the Discloser and cooperate with the Discloser in seeking appropriate protective measures.

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6. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

6.1 Mutual Representations and Warranties.

Each Party represents and warrants that:

(a) it has the authority to enter into these Terms of Use and perform its obligations;

(b) entering into these Terms of Use does not conflict with any other agreements to which it is a party; and

(c) these Terms of Use constitute a legal, valid, and binding obligation upon such Party.

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6.2 Customer Representations and Warranties.

Customer represents and warrants that it has all necessary rights and legal authority to provide the Customer Data to Mediform AI, and that such provision does not violate any agreements, laws, or obligations to any third party.

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6.3 Disclaimers.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF USE, THE MEDIFORM AI PLATFORM IS PROVIDED ON AN “AS IS” BASIS. MEDIFORM AI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. MEDIFORM AI DOES NOT WARRANT THAT THE MEDIFORM AI PLATFORM WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED.

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6.4 Use of Artificial Intelligence.

Customer acknowledges that the Mediform AI Platform integrates advanced technologies—including artificial intelligence, machine learning systems, and related features (collectively, “AI Technology”)—designed for processing medical records and patient intake forms. In addition to the limitations set forth in these Terms of Use, Customer agrees to exercise independent judgment before relying on any responses or outputs generated by the AI Technology (“Outputs”), and to monitor the AI Technology’s actions to ensure their appropriateness. Customer understands that:

- AI Technology is based on predefined algorithms, and similar inputs may produce similar Outputs for different users;

- AI Technology may inadvertently perpetuate biases or errors present in the training data;

- AI Technology may misinterpret complex queries or instructions; and

- Outputs generated by AI Technology may lack the nuance of human-generated content. Notwithstanding any provision to the contrary, Mediform AI shall not be liable for any damages or losses arising from Customer’s or its Affiliates’ reliance on the Outputs or from any actions taken based on the AI Technology’s output.

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7. LIMITATIONS OF LIABILITY

7.1 Disclaimer of Consequential Damages.

EXCEPT FOR DAMAGES ARISING FROM (A) CUSTOMER’S BREACH OF SECTION 1.4 (RESTRICTIONS AND RESPONSIBILITIES) OR (B) CUSTOMER’S BREACH OF SECTION 5 (CONFIDENTIALITY), NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR DATA, REGARDLESS OF THE CAUSE OR THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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7.2 General Cap on Liability.

EXCEPT FOR DAMAGES ARISING FROM (A) CUSTOMER’S BREACH OF SECTION 1.4, (B) CUSTOMER’S BREACH OF SECTION 5, (C) CUSTOMER’S OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION), OR (D) CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 3, IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL FEES PAID BY CUSTOMER TO MEDIFORM AI DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMITATION IS CUMULATIVE AND NOT APPLICABLE ON A PER INCIDENT BASIS.

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7.3 Independent Allocations of Risk.

Each provision in these Terms of Use that limits liability or disclaims warranties is intended to allocate risk between the Parties. If any such provision is held unenforceable, the remaining provisions will remain in effect.

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8. INDEMNIFICATION

8.1 Indemnification by Mediform AI.

Mediform AI will indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents (“Customer Indemnified Parties”) from any third-party claims, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from any claim that the Mediform AI Platform infringes a U.S. copyright or trade secret, except to the extent that such claim arises out of circumstances for which Mediform AI is entitled to indemnification under Section 8.2. Mediform AI shall have no indemnification obligations if the claim results from:

(a) modifications to the Mediform AI Platform made by any party other than Mediform AI;

(b) the combination or use of the Mediform AI Platform with other products, data, or services in a manner not contemplated by these Terms; or

(c) unauthorized or improper use of the Mediform AI Platform.

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8.2 Indemnification by Customer.

Customer will indemnify, defend, and hold harmless Mediform AI and its officers, directors, employees, and agents (“Mediform AI Indemnified Parties”) from any third-party claims, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

(a) any use of the Mediform AI Platform by Customer or its Affiliates in violation of these Terms of Use;

(b) the provision of Customer Data (including any medical records or patient intake information) to Mediform AI and Mediform AI’s use thereof;

(c) any violation of third-party terms related to Third Party Services; or

(d) any acts or omissions by any Affiliate in violation of these Terms of Use.

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8.3 Action in Response to Potential Infringement.

If Mediform AI determines that Customer’s use of the Mediform AI Platform is or may become subject to a claim of infringement, Mediform AI may, at its discretion and expense:

(a) secure for Customer the right to continue using the Mediform AI Platform as provided herein;

(b) modify the Mediform AI Platform to render it non-infringing while maintaining equivalent functionality;

(c) substitute an equivalent platform; or

(d) if none of the above options are reasonably practicable, terminate these Terms of Use.

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8.4 Indemnification Procedure.

If either Party (an “Indemnified Party”) becomes aware of any claim or action for which it seeks indemnification under Sections 8.1 or 8.2, it must promptly notify the other Party (the “Indemnifying Party”) in writing. The Indemnified Party shall cooperate with the Indemnifying Party in the defense of the claim. Any settlement or compromise of the claim requires prior written consent from both Parties, which shall not be unreasonably withheld.

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9. GOVERNMENT MATTERS

Customer agrees not to export or re-export the Mediform AI Platform or any direct product thereof in violation of any applicable U.S. or foreign export laws or regulations. The Mediform AI Platform (including software, documentation, and related data) is considered “commercial items” under U.S. export regulations, and any use, reproduction, or disclosure by the U.S. Government shall be governed solely by these Terms of Use.

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10. GENERAL

10.1 Force Majeure.

No Party will be liable for delays or failures in performance due to events beyond its reasonable control, including but not limited to natural disasters, acts of terrorism, war, riots, labor disputes, disruptions in communications or utilities, or other similar events.

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10.2 Severability.

If any provision of these Terms of Use is found to be unenforceable, that provision will be reformed only to the extent necessary to render it enforceable, and the remaining provisions will continue in full force and effect.

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10.3 Relationship of the Parties.

Nothing in these Terms of Use shall be construed to create a relationship of agency, employment, partnership, joint venture, or franchise between the Parties. Neither Party has the authority to bind the other or incur obligations on behalf of the other.

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10.4 Remedies.

Each Party acknowledges that a breach of Section 5 (Confidentiality) may cause irreparable harm for which monetary damages may be inadequate. In such cases, the non-breaching Party is entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

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10.5 Governing Law; Consent to Jurisdiction.

These Terms of Use shall be governed by and construed in accordance with the laws of the State of Louisiana, without regard to its conflict of law provisions. Each Party irrevocably consents to the exclusive jurisdiction of the state and federal courts located in Louisiana for any dispute arising under or relating to these Terms of Use.

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10.6 Assignment; Binding Effect.

Neither Party may assign or transfer these Terms of Use, in whole or in part, without the prior written consent of the other Party, except that a Party may assign these Terms of Use to an affiliate or successor entity in connection with a merger or sale of substantially all of its assets related to these Terms. Any attempted assignment in violation of this provision shall be null and void. Subject to the foregoing, these Terms of Use shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

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10.7 Notices.

All notices under these Terms of Use must be in writing, reference these Terms of Use, and be sent to the address provided in the applicable Order Form. Notices will be deemed given when delivered personally, three (3) days after being sent by registered or certified mail (with return receipt requested), when receipt is confirmed by email, or one (1) day after being sent via a recognized overnight courier.

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10.8 No Waiver.

Failure by either Party to enforce any provision of these Terms of Use shall not constitute a waiver of future enforcement of that or any other provision.

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10.9 Complete Agreement.

These Terms of Use constitute the entire agreement between the Parties regarding the subject matter herein and supersede all prior or contemporaneous agreements or understandings. In the event of any conflict between these Terms of Use and any Order Form, these Terms shall prevail unless the Order Form expressly amends a specific provision. No modification or waiver of any provision shall be effective unless in writing and signed by authorized representatives of both Parties.