Terms of Service

We reserve the right to modify these Terms at any time. We will notify you of any changes by updating the "Last Updated" date. Your continued use of the Services after any modifications constitutes acceptance of the revised Terms. You waive any right to receive individual notice of such changes.

1. Acceptance of Terms

By accessing or using the Services provided by MRX Software LLC, you agree to comply with and be bound by these Terms of Service. These Terms apply to all visitors, users, and others who access or use the Services. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2. Description of Services

MRX Software LLC provides software development, consulting, and related technology services. Our Services may include custom software development, web applications, mobile applications, technical consulting, and other technology solutions. The specific scope of Services will be defined in individual agreements or statements of work.

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time without prior notice and without liability to you or any third party. We may also impose limits on certain features or restrict access to parts or all of the Services without notice or liability.

3. Client Responsibilities

When engaging our Services, you agree to:

• Provide timely access to necessary resources, information, and personnel required for project completion
• Respond to requests for information, feedback, and approvals within reasonable timeframes
• Ensure all provided content, data, and materials do not violate any third-party rights
• Maintain appropriate backups of your data and systems
• Comply with all applicable laws and regulations in your use of the Services
• Pay all fees when due according to the agreed payment terms
• Designate a primary contact person with authority to make decisions on your behalf regarding the Services

Delays caused by your failure to fulfill these responsibilities may result in project delays, additional fees, or termination of Services. We shall not be liable for any delays or failures resulting from your non-performance of these obligations.

4. Client Representations and Warranties

You represent and warrant that:

• You have full power and authority to enter into and perform these Terms, and if entering on behalf of an entity, you are authorized to bind that entity
• Your use of the Services will comply with all applicable laws, regulations, and third-party agreements
• All information you provide to us is accurate, complete, and current
• You own or have obtained all necessary rights, licenses, and permissions for any content, data, or materials you provide to us
• Your content and materials do not and will not infringe, misappropriate, or violate any third-party intellectual property rights, privacy rights, or other rights
• You have obtained all necessary consents, approvals, and authorizations required for the Services
• You are not located in a country subject to U.S. government embargo or designated as a "terrorist supporting" country
• You are not listed on any U.S. government list of prohibited or restricted parties

These representations and warranties shall be deemed repeated each time you use the Services or provide us with any content or materials.

5. User Accounts

If our Services require you to create an account, you must provide accurate, complete, and current information. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account, whether authorized by you or not.

You agree to immediately notify us of any unauthorized access to or use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to protect your account information or from any use of your account, whether authorized or unauthorized.

6. Acceptable Use

You agree to use our Services only for lawful purposes. You agree not to:

• Violate any applicable laws, regulations, or third-party rights
• Use the Services in any manner that could damage, disable, overburden, or impair our systems
• Attempt to gain unauthorized access to any part of the Services or related systems
• Interfere with or disrupt the Services or servers connected to the Services
• Upload or transmit viruses, malware, or any other malicious code that may harm our Services or users
• Engage in any activity that constitutes harassment, abuse, or hate speech
• Impersonate any person or entity or misrepresent your affiliation with any entity
• Collect or harvest any information from the Services using automated means
• Use the Services for any illegal or unauthorized purpose
• Resell, sublicense, or otherwise commercialize the Services without our written consent
• Remove, obscure, or alter any proprietary rights notices on the Services

Violation of these acceptable use provisions may result in immediate termination of your access to the Services and may subject you to civil and criminal liability.

7. Suspension of Services

We reserve the right to suspend your access to the Services immediately and without prior notice if: (a) we reasonably believe you are in breach of these Terms; (b) your account shows unusual activity that may indicate fraud or security concerns; (c) your use of the Services poses a security risk to us, our systems, or other users; (d) you fail to pay any fees when due; or (e) we are required to do so by law or government authority.

During any suspension period, you will remain obligated to pay all fees for Services performed or scheduled prior to suspension. We shall not be liable for any losses, damages, or inconvenience caused by suspension of Services in accordance with these Terms.

8. Subcontractors and Third-Party Providers

We reserve the right to use subcontractors, consultants, and third-party service providers to perform any or all of the Services. We remain responsible for the performance of our subcontractors. You agree that we may disclose your Confidential Information to our subcontractors as necessary to provide the Services, provided such subcontractors are bound by confidentiality obligations no less restrictive than those in these Terms.

We will use commercially reasonable efforts to ensure our subcontractors comply with the terms and obligations applicable to us under these Terms.

9. Feedback and Suggestions

If you provide us with any feedback, suggestions, ideas, recommendations, or other input regarding our Services or business ("Feedback"), you hereby grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, create derivative works from, distribute, and display such Feedback for any purpose without any obligation to compensate you or obtain your approval.

You acknowledge that we may already be developing or have developed ideas similar to your Feedback, and that your Feedback does not obligate us to use it or keep it confidential. We have no obligation to implement or incorporate any Feedback into our Services.

10. Independent Contractor Relationship

MRX Software LLC is an independent contractor, and no partnership, joint venture, employment, or agency relationship exists between you and MRX Software LLC. Neither party has any authority to assume or create any obligations on behalf of the other party. You are not entitled to any employee benefits, and you agree that we will not withhold taxes, make social security payments, or provide workers' compensation or unemployment insurance coverage.

11. Publicity Rights

Unless you notify us in writing to the contrary, we may identify you as a client and use your name, logo, and trademarks in our marketing materials, client lists, presentations, and portfolio. We may also create case studies, testimonials, or other promotional materials describing the work we performed for you, subject to your reasonable approval and our confidentiality obligations.

If you wish to opt out of this publicity right, you must notify us in writing at legal@mrxsoftware.com.

12. Service Performance Standards

Unless expressly stated otherwise in a separate written agreement, we will perform the Services using commercially reasonable efforts consistent with industry standards. However, you acknowledge that:

• Software development is inherently complex and involves risks, uncertainties, and unforeseen technical challenges
• We do not guarantee specific results, outcomes, performance metrics, or timelines
• Estimates of time, cost, and effort are approximations and may change based on project complexities
• We are not responsible for delays caused by your actions or inactions
• No service level agreements (SLAs) apply unless specifically agreed in writing
• We provide Services on a "best efforts" basis, not a "guaranteed results" basis

13. Beta and Pre-Release Services

We may offer access to beta, pilot, or pre-release features or services ("Beta Services"). Beta Services are provided "AS IS" and "AS AVAILABLE" without any warranties whatsoever. Beta Services may contain bugs, errors, or defects. We may discontinue Beta Services at any time without notice. Data loss or corruption may occur with Beta Services.

YOU ASSUME ALL RISKS ASSOCIATED WITH BETA SERVICES. WE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM YOUR USE OF BETA SERVICES. You agree to provide feedback on Beta Services and grant us all rights to such feedback as described in Section 9.

14. Intellectual Property Rights

14.1 Our Intellectual Property

All content, features, and functionality of the Services, including but not limited to text, graphics, logos, images, software, code, designs, methodologies, processes, and know-how, are the exclusive property of MRX Software LLC or our licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

You may not copy, modify, distribute, sell, lease, or create derivative works from any part of our Services or included software. You may not reverse engineer, decompile, or attempt to extract the source code of any software, unless laws prohibit these restrictions or you have our express written permission.

No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by MRX Software LLC or its licensors, except for the licenses and rights expressly granted in these Terms.

14.2 User Content

You retain ownership of any content, data, or materials you submit to our Services ("User Content"). By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display your User Content solely for the purpose of providing and improving our Services.

You represent and warrant that: (a) you have all necessary rights to grant us this license; (b) your User Content does not violate any third-party rights or applicable laws; (c) your User Content does not contain any viruses, malware, or harmful code; and (d) your User Content is accurate and not misleading.

15. Client Projects and Work Product

For custom development projects, the ownership and licensing of work product will be specified in the applicable statement of work, project agreement, or other written contract. Unless otherwise specified in a signed written agreement, all deliverables and work product created specifically for a client under a paid engagement will be owned by the client upon full payment of all fees.

Notwithstanding the foregoing, MRX Software LLC retains ownership of all: (a) pre-existing intellectual property, tools, frameworks, libraries, and methodologies; (b) general knowledge, skills, experience, ideas, concepts, and know-how developed during the engagement; and (c) modifications or improvements to our pre-existing intellectual property. We grant clients a non-exclusive, perpetual license to use such materials as necessary for the intended purpose of the deliverables.

Transfer of ownership of custom work product is conditioned upon full payment of all fees. We reserve the right to use completed projects in our portfolio and marketing materials unless otherwise agreed in writing.

16. Payment Terms

Payment terms for Services will be specified in individual agreements or invoices. Unless otherwise stated in writing, payment is due within thirty (30) days of the invoice date. All fees are non-refundable unless otherwise specified in a separate written agreement.

Late payments will be subject to interest charges at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by law, whichever is lower) on any outstanding balance from the due date until paid in full.

We reserve the right to: (a) suspend or terminate Services for accounts with past-due balances; (b) withhold delivery of work product until all payments are received; and (c) pursue all legal remedies for collection of past-due amounts. You are responsible for all costs and expenses associated with the collection of past-due amounts, including reasonable attorney fees, court costs, and collection agency fees.

All fees are exclusive of taxes. You are responsible for paying all applicable taxes, including sales, use, excise, value-added, and similar taxes.

17. Modifications and Change Requests

Any changes, additions, or modifications to the agreed scope of Services must be requested in writing and approved by both parties. Changes to the scope may result in adjustments to fees, timelines, and deliverables.

We will provide a written estimate for any requested changes. Change requests will only be implemented upon your written approval of the revised scope, timeline, and fees. Continued work on modified scope without written approval may result in additional charges.

18. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of our relationship. Confidential Information includes, but is not limited to, business plans, technical data, customer lists, financial information, trade secrets, source code, and any information marked as confidential or that a reasonable person would understand to be confidential.

Each party agrees to: (a) use the same degree of care to protect the other party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to third parties without prior written consent; and (c) limit access to Confidential Information to employees and contractors who need to know and who are bound by confidentiality obligations.

This obligation does not apply to information that: (a) is or becomes publicly available through no breach of this agreement; (b) is rightfully received from a third party without breach of any confidentiality obligation; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law or court order, provided that the disclosing party gives reasonable notice to allow the other party to seek protective measures.

These confidentiality obligations shall survive termination of these Terms for a period of five (5) years.

19. Conflict of Interest

19.1 Commitment to Independence and Objectivity

MRX Software LLC is committed to maintaining the highest standards of independence, objectivity, and professional integrity in all client engagements. We recognize that conflicts of interest, whether actual or perceived, can compromise the quality, objectivity, and credibility of our Services. Therefore, we have implemented comprehensive policies and procedures to identify, assess, disclose, and manage potential conflicts of interest.

19.2 Conflict of Interest Assessment

Prior to accepting any engagement or project, we conduct a thorough conflict of interest assessment to evaluate potential conflicts with existing or past clients, business relationships, personal interests, or other circumstances that could impair our independence or objectivity. This assessment includes but is not limited to:

• Review of existing and prior client relationships to identify potential competitive conflicts, confidentiality concerns, or overlapping interests
• Evaluation of personal and business relationships that may create actual or perceived biases in our recommendations
• Assessment of financial interests, investments, or ownership stakes that could influence our judgment
• Consideration of any current or anticipated relationships with vendors, technology providers, or other third parties that may be relevant to the engagement
• Identification of any other circumstances that could reasonably be perceived as compromising our independence or objectivity

19.3 Disclosure and Client Consent

If our conflict assessment identifies any actual or potential conflicts of interest, we will promptly disclose such conflicts to you in writing before commencing work or continuing an engagement. Our disclosure will include:

• A clear description of the nature and extent of the conflict
• An explanation of how the conflict may affect our ability to provide independent and objective advice
• The measures we propose to implement to mitigate, manage, or eliminate the conflict, if applicable
• Any implications for confidentiality, including how we will maintain appropriate information barriers

We will not proceed with or continue an engagement involving a conflict of interest without your express written consent after full disclosure. In certain circumstances, we may determine that a conflict cannot be adequately managed or mitigated, and we reserve the right to decline or terminate an engagement to preserve our independence and professional integrity.

19.4 Ongoing Monitoring and Disclosure

Conflicts of interest may arise during the course of an engagement due to changing circumstances, new client relationships, or other developments. We continuously monitor for potential conflicts throughout the engagement and will promptly disclose any newly identified conflicts to you in writing. You agree to similarly notify us if you become aware of any facts or circumstances that may create a conflict of interest.

19.5 No Undisclosed Referral Fees or Commissions

We do not accept referral fees, commissions, kickbacks, or any other form of compensation from vendors, service providers, or other third parties in connection with recommendations we make to you, unless such arrangements are fully disclosed to you in writing and you provide express written consent. Our recommendations are based solely on your best interests and our professional judgment, free from any undisclosed financial incentives.

19.6 No Contingent Fees

Unless otherwise agreed in writing, our fees are not contingent upon specific findings, recommendations, or outcomes. We do not structure our compensation in any manner that could create incentives to compromise our objectivity or independence.

19.7 Information Barriers

When serving multiple clients with potentially overlapping or competing interests (subject to appropriate conflict assessment and client consent), we maintain strict information barriers and confidentiality protocols. We implement administrative, technical, and physical safeguards to ensure that confidential information from one client is not accessed by or shared with personnel working for another client where such access could create a conflict or violate confidentiality obligations.

19.8 Client Obligation to Disclose

You agree to promptly disclose to us any information that may be relevant to assessing potential conflicts of interest, including relationships with our other clients (if known), business relationships with vendors or service providers we may recommend, or any other circumstances that could affect our independence or objectivity.

19.9 Right to Decline or Terminate

Notwithstanding any other provision of these Terms, we reserve the right to decline any engagement or to terminate an existing engagement if we determine, in our sole discretion, that an actual or potential conflict of interest exists that cannot be adequately managed, mitigated, or waived, or that could compromise our professional integrity, independence, or compliance with applicable professional standards or legal obligations.

20. Data Backup and Security

YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING APPROPRIATE BACKUPS OF YOUR DATA. While we implement reasonable security measures, we do not guarantee the security of data transmitted to or stored by our Services.

We shall not be liable for any loss, corruption, or unauthorized access to your data, regardless of cause. You acknowledge that internet transmissions are never completely private or secure and that any messages or information you send using the Services may be read or intercepted by others.

21. Third-Party Software and Services

Our Services may incorporate or integrate with third-party software, APIs, libraries, or services ("Third-Party Components"). Your use of Third-Party Components is subject to their respective terms and conditions. We do not control and are not responsible for Third-Party Components.

WE MAKE NO WARRANTIES REGARDING THIRD-PARTY COMPONENTS AND DISCLAIM ALL LIABILITY FOR ISSUES ARISING FROM THIRD-PARTY COMPONENTS, INCLUDING BUT NOT LIMITED TO FUNCTIONALITY, COMPATIBILITY, SECURITY, OR AVAILABILITY. Any use of Third-Party Components is at your sole risk.

We reserve the right to change, update, or discontinue the use of any Third-Party Components at any time without notice or liability.

22. Privacy

Your use of our Services is also governed by our Privacy Policy, which describes how we collect, use, and protect your personal information. Please review our Privacy Policy at /privacy to understand our practices. By using our Services, you consent to our collection and use of information as described in the Privacy Policy.

23. Warranties and Disclaimers

23.1 Limited Warranty

We warrant that our Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. For custom development projects, specific warranties and acceptance criteria will be detailed in the applicable project agreement. This warranty is valid for ninety (90) days from delivery unless otherwise specified in writing.

YOUR EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS, AT OUR OPTION, RE-PERFORMANCE OF THE DEFECTIVE SERVICES OR REFUND OF FEES PAID FOR THE DEFECTIVE SERVICES.

23.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 23.1 OR A SEPARATE WRITTEN AGREEMENT, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, MRX SOFTWARE LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY
• IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE
• IMPLIED WARRANTIES OF NON-INFRINGEMENT
• WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION
• WARRANTIES THAT DEFECTS WILL BE CORRECTED
• WARRANTIES REGARDING THIRD-PARTY COMPONENTS OR SERVICES

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MRX SOFTWARE LLC OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY.

24. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MRX SOFTWARE LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, OR USE
• LOSS OF BUSINESS OPPORTUNITIES OR GOODWILL
• COST OF SUBSTITUTE SERVICES OR PROCUREMENT
• BUSINESS INTERRUPTION OR SYSTEM FAILURES
• UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA
• ERRORS, MISTAKES, OR INACCURACIES OF CONTENT
• PERSONAL INJURY OR PROPERTY DAMAGE

WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE AMOUNT PAID BY YOU TO MRX SOFTWARE LLC IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM OR ONE THOUSAND DOLLARS ($1,000), WHICHEVER IS GREATER.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

25. Indemnification

You agree to indemnify, defend, and hold harmless MRX Software LLC and its officers, directors, employees, contractors, agents, licensors, suppliers, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorney fees and court costs, arising out of or in any way connected with:

• Your access to or use of the Services
• Your violation of these Terms
• Your violation of any third-party rights, including intellectual property rights
• Your User Content or any content you provide
• Your violation of any applicable laws or regulations
• Any negligent or wrongful conduct by you or anyone acting on your behalf
• Any breach of your representations or warranties contained in these Terms

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with our defense of these claims and not to settle any such claim without our prior written consent.

26. Third-Party Services and Links

Our Services may contain links to third-party websites, applications, or services that are not owned or controlled by us. We are not responsible for and do not endorse the content, privacy policies, or practices of any third-party services. We have no control over and assume no responsibility for third-party services.

You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any third-party services, content, or products available through such services.

We strongly advise you to read the terms and privacy policies of any third-party services you access or use.

27. Force Majeure

We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes or labor disputes, equipment failures, power outages, telecommunications failures, internet service provider failures, or severe weather.

In the event of force majeure, our performance obligations shall be suspended for the duration of such event, and we shall be granted a reasonable extension of time to perform.

28. Non-Solicitation

During the term of our engagement and for twelve (12) months following termination, you agree not to, directly or indirectly, solicit, recruit, or hire any employee or contractor of MRX Software LLC who worked on your project or with whom you had contact as a result of our Services.

In the event of a breach of this provision, you agree to pay us liquidated damages equal to one hundred percent (100%) of the annual compensation of the solicited individual, which the parties agree represents a reasonable estimate of damages that would be difficult to calculate.

29. Export Compliance

The Services and related technology may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce. You represent that you are not located in a country subject to U.S. embargo and are not on any U.S. government list of prohibited or restricted parties.

30. Assignment and Transfer

You may not assign, transfer, or delegate these Terms or your rights and obligations hereunder without our prior written consent. Any attempted assignment in violation of this provision shall be null and void.

We may freely assign, transfer, or delegate these Terms and our rights and obligations hereunder, in whole or in part, without restriction and without notice to you. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

31. Time Limits for Claims

You agree that any claim or cause of action arising out of or related to the Services or these Terms must be filed within one (1) year after such claim or cause of action arose, regardless of any statute or law to the contrary. After this period, such claims or causes of action are permanently barred.

32. Termination

We reserve the right to suspend or terminate your access to the Services immediately, with or without cause, with or without notice, and without liability to you or any third party. Grounds for immediate termination include, but are not limited to: (a) breach of these Terms; (b) non-payment of fees; (c) fraudulent or illegal activity; (d) conduct that harms or may harm our reputation or business; or (e) violation of applicable laws.

You may terminate your use of the Services at any time by discontinuing access and use. If you terminate a paid engagement prior to completion, you shall remain obligated to pay all fees for Services performed through the date of termination, plus any applicable early termination fees specified in your agreement.

Upon termination for any reason: (a) all licenses and rights granted to you under these Terms will immediately cease; (b) you must cease all use of the Services; (c) you must pay all outstanding fees; and (d) you must return or destroy all Confidential Information in your possession.

Provisions of these Terms that by their nature should survive termination shall survive, including but not limited to: ownership provisions, warranty disclaimers, indemnification, limitations of liability, confidentiality obligations, payment obligations, and dispute resolution provisions.

33. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules.

The arbitration shall be conducted in the State of Florida by a single arbitrator. The arbitrator's decision shall be final and binding, and judgment on the arbitration award may be entered in any court having jurisdiction.

You agree to waive any right to a jury trial or to participate in a class action lawsuit or class-wide arbitration. Each party shall bear its own costs and fees, except that the prevailing party shall be entitled to recover reasonable attorney fees and costs.

Notwithstanding the foregoing, either party may seek equitable relief (including injunctive relief) in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

34. Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Any legal action or proceeding arising under these Terms (excluding arbitration) will be brought exclusively in the state or federal courts located in Florida, and the parties hereby irrevocably consent to personal jurisdiction and venue in such courts.

35. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent, or if that is not possible, it shall be severed from these Terms without affecting the validity of the remaining provisions.

36. Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of MRX Software LLC.

37. Notice Requirements

All notices, requests, demands, and other communications required or permitted under these Terms must be in writing and will be deemed given: (a) when delivered personally; (b) when sent by confirmed email to the addresses specified in Section 39; (c) one business day after deposit with a nationally recognized overnight courier service; or (d) three business days after being sent by registered or certified mail, return receipt requested, postage prepaid.

Notices to MRX Software LLC must be sent to: legal@mrxsoftware.com. You agree to keep your contact information current and to notify us of any changes.

38. Entire Agreement

These Terms, together with our Privacy Policy and any other written agreements or statements of work executed between you and MRX Software LLC, constitute the entire agreement between you and us regarding the use of the Services and supersede all prior and contemporaneous agreements, proposals, representations, understandings, and communications, whether written or oral, regarding the subject matter herein.

No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by both parties. In the event of any conflict between these Terms and any other agreement, the other agreement shall control to the extent of the conflict.

39. Contact Information

If you have any questions, concerns, or complaints regarding these Terms of Service, please contact us at:

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. You further acknowledge that these Terms constitute a binding legal agreement between you and MRX Software LLC.