TERMS AND CONDITIONS

These TERMS AND CONDITIONS (this “Agreement”) concern the TitusRegional.com website (together with its pages, features, and functions, the “Site”) and all associated services described further below (the “Services”). This Agreement is made and entered into by and between you, and any person helping you visit, access, register with or use the Site or the Services (collectively, “you” or “your”), on the one side, and Titus County Hospital District, d/b/a Titus Regional Medical Center (“Titus”), on the other side. You and Titus are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

Please read this Agreement carefully before accessing or using the Site or the Services because it constitutes a legally binding contract between you and Titus. THIS INCLUDES THE “DISPUTE RESOLUTION” CLAUSE CONTAINED IN THIS AGREEMENT, WHICH PROVIDES FOR BINDING ARBITRATION AND WAIVERS OF JURY TRIALS AND CLASS ACTIONS.

You are automatically accepting and agreeing to the most recent version of this Agreement whenever you visit, access, or register with or use the Site or the Services; and your continuing visit, access, registration with or use of any of the foregoing reaffirms your acceptance and agreement in each instance.

If you do not accept and agree to this Agreement in its entirety, then you are strictly prohibited from visiting, accessing, registering with or using the Site or the Services.

Titus may supplement, amend or otherwise modify this Agreement at any time.  Such modifications will be posted on this or another page of the Site or emailed to the email address that you submit to Titus through the Site, if any, as applicable and as Titus deems appropriate in its sole discretion, and such modifications shall be deemed effective as of their stated effective or modification dates.  It is your responsibility to carefully review this Agreement each time you visit, access, register with or use the Site or the Services.

1. Eligibility The Site and the Services are offered only to users eighteen (18) years of age or older, or otherwise the age of majority in each user’s respective jurisdiction, and who have accepted this Agreement. By visiting, accessing, registering with or using the Site or the Services, you represent and warrant to Titus that you meet these eligibility requirements. You agree to comply with all applicable laws for visiting, accessing, registering with and using the Site and the Services, and for purchasing and using any products or services on or through the Site, and you may only use them for lawful purposes.
   
   
2. Privacy.
   1. Privacy Policy. Titus respects the privacy of others.  Titus’s policies concerning the collection and use of your personal information in connection with the Site are set forth in Titus’s Privacy Policy, which you should carefully review each time you visit, access, register with or use the Site or the Services.
      
      
   2. Express Consent to Privacy Policy. You hereby expressly consent to Titus and its affiliated companies collecting and using information about you (including your personal and non-personal information) as disclosed in Titus’ Privacy Policy and in Titus’ (or any related HIPAA Covered Entity’s) Notice of Privacy Practices.
      
      
   3. Express Consent to Services Information. To the extent not already covered by Section 2(b) above, you hereby expressly consent to Titus’s disclosure to its affiliated companies and other third parties of information that identifies you as having requested or obtained specific services from Titus.  By giving such consent, you agree that no such disclosure will violate any applicable laws, rules or regulations.
      
      
3. Description of Services. The following further describes the Services.  Titus reserves the right, but not the obligation, to change or otherwise alter the operation, features and content of the Services as Titus sees fit in its sole discretion from time to time.
   
   
   1. Services. The Services include Titus’s provision of information regarding Titus’ facilities, operations, health services, medical providers, personnel and leadership, and other healthcare resources. The Services may also include an electronic communications system that allows users to send and receive messages to and from Titus through the Site, as well as an electronic portal known as the “MyChart” or the “MyChart at Titus” portal (“MyChart Portal”) through which you may access the “MyChart” platform provided by Titus’ third-party vendor and offered by that third-party vendor to allow you to communicate with your medical provider, request prescription refills, access your test results, and manage your appointments.  Titus reserves the right, but not the obligation, to change or otherwise alter the operation, features, and content of the Services as Titus sees fit in its sole discretion from time to time.
      
      
   2. Relationship. In no event shall this Agreement, the performance of a Party’s rights or obligations under this Agreement, the Site, the Services, a Party’s visit to, access of, registration with or use of the Site or the Services, or a Party’s offering, marketing, provision, performance, acceptance or use of any product or service on, through or in relation to the Site (including, without limitation the Services) create any type of fiduciary, franchise, agency, employment, independent contractor, partnership, or joint venture relationship between Titus, you or any other user of the Site or the Services.
      
      
4. Your Devices. Certain portions of the Site or the Services may be configured for, and Titus may offer the Site or the Services through, certain computers, tablets, smart phones or other electronic devices (“Devices”), and this Agreement shall apply with equal force and measure to your visit, access, registration with and use of the Site and/or the Services through such Devices.  You are responsible for obtaining and updating the Device, software, operating system, carrier and network access necessary to properly visit, access, register with and use the Site and the Services.  Titus does not guarantee that the Site, the Services or any portions thereof will function on or in connection with any particular Device, software, operating system, carrier or network.  If you visit, access, register with or use the Site or the Services through a particular Device, then you hereby acknowledge and agree that information about your use of the Site or the Services through that Device or its carrier or network (such as, by way of example only, the identity of your Device, or your Device’s carrier or network) may be communicated to Titus and/or certain third parties (such as, by way of example only, your Device’s carrier or network).  All or any part of the voice, message and data fees, rates, charges and taxes of your Device’s carrier or network, or another third party, may apply to your visit, access, registration with and/or use of the Site and/or the Services.  Titus is not responsible for, and you further accept full responsibility for, any and all Device carrier and network fees, rates, charges and taxes which may apply.
   
   
5. Ownership. The Site, the Services and all elements and derivatives of the foregoing (including, without limitation, all content, information, source codes, object codes, data, instructions, documentation, and expressions), as well as all copyrights, trademarks, trade secrets and other intellectual properties of the foregoing, are owned, licensed or permissibly used by Titus.  In no event shall you have or retain any rights, titles or interests in or to the foregoing other than those limited rights expressly granted to you under this Agreement.  No rights or permissions granted to you under this Agreement are coupled with an interest.  Nothing contained in this Agreement shall be construed as a waiver or limitation of Titus’s or its licensors’ respective rights and remedies under applicable law.
   
   
6. Rights, Permissions, and Consents.
   
   
   1. License of the Site. Subject to the terms and conditions of this Agreement, Titus grants you a limited, non-exclusive, personal, freely-revocable, non-transferable and non-sub-licensable license to access and view the various publicly displayed pages of the Site and to view the information and content found thereon.  Your unauthorized use of the Site or the Services, or any breach by you of this Agreement, automatically terminates this license.
      
      
   2. Reservation of Rights. Nothing in this Agreement shall restrict or limit Titus’s rights, titles or interests in or to the Site, the Services, or any elements or derivatives of the foregoing.
      
      
7. Suspension or Termination of Service; Disclaimer. Titus has the right, but not the obligation, to suspend or terminate the function or existence of all or any part of the Site or the Services at any time, and without notice or recourse, as Titus deems advisable in its sole discretion.  Titus shall not be liable to you or any third party for any loss or damage that is caused by or arises from or in connection with any such suspension or termination (including, without limitation and by way of example only, refunds, lost profits, lost opportunities, monetary damages, disruption in or loss of service or loss of content).
   
   
8. Electronic Communications.
   
   
   1. Express Consent. You hereby expressly consent to Titus and its affiliated companies sending you any type of electronic message (including, without limitation, push notifications sent to your mobile device, messages sent to you via the Site, commercial emails (e.g., advertising or promotional emails), informational emails, and electronic notices, updates, and newsletters), whether through the Site or the Services, or by email, online social media or any other electronic media means or forms.  By giving such consent, you agree that no such communication shall violate the CAN-SPAM Act or any other applicable laws, rules or regulations.  Voice, message and data fees, rates, charges and taxes may apply to you, and you are responsible for payment of the same.
      
      
   2. Opt-Out. You may opt-out of receiving any electronic messages from Titus as described in Section 8(a) above at any time by any reasonable means, including, without limitation and by way of example, by sending an email to marketing@titusregional.com,with a subject line of “Opt-Out of Electronic Communications.”  You acknowledge that opting out of receiving any such communications may impact your receipt, the success, and/or the performance of all or any part of the Site, Titus’s products or services (including, without limitation, the Services) and/or your ability to receive certain messages and/or notifications from Titus.
      
      
9. Submissions. Titus does not accept unsolicited materials or ideas for businesses, inventions, content, or the like, and you acknowledge and agree that neither Titus, nor any of Titus’s content providers nor any other user of the Site (including, without limitation, any Company) is responsible or liable to you for the similarity of any information or content submitted, published, provided or made available by you on, through or in relation to the Site or the Services.
   
   
10. Prohibited Activities. You shall not engage in any of the following activities at any time with respect to the Site or the Services: (a) the impersonation of any person or entity; (b) any act that infringes or otherwise violates the intellectual property, privacy or publicity rights of any person or entity (including, without limitation, the copyrights, trademarks, patents, and trade secrets held by Titus or its licensors with respect to the Site or the Services); (c) the reproduction of the Site or the Services or any communications, information or content found thereon or therein, in whole or in part, or the creation of any derivative works of the foregoing (unless expressly authorized by Titus herein); (d) the publication of any content that is objectionable or illegal (including, without limitation, content that is indecent, obscene, infringing, an invasion of privacy, defamatory, disparaging, false, deceptive, misleading, untruthful, fraudulent, threatening or abusive); (e) the publication of a person’s or entity’s personal information or private facts without his/her/its prior written consent; (f) the publication of any machine, computer or randomly generated content; (g) supplying or publishing any information or statements on, through or in relation to the Site that is false, misleading, deceptive or incorrect; (h) any act intended or designed to drive traffic to or boost the search rankings of third-party websites, networks, platforms, servers or applications; (i) the systematic retrieval or copying of any information or content found on, through or in relation to the Site, the Services or their servers to directly or indirectly create or compile, in whole or in part, a collection, compilation, database or directory; (j) the use of any software, program, process, device, application or routine (including, by way of example only, robots, scrapers, spiders, viruses, spyware and malware) to monitor, copy, disrupt, damage, injure, interfere with or impermissibly access, in whole or in part, the Site, the Services or their servers; (k) any act that involves or concerns decrypting, security bypassing or circumventing, hacking, data mining, data scraping, data harvesting, reverse engineering, decompiling, disassembling, attempting to derive source code, modifying, copying or the like on, through or in relation to the Site, the Services or their servers; (l) any act that overloads, unreasonably disrupts, or unreasonably interferes with the infrastructure of the Site, the Services or their servers; (m) any act that gains or attempts to gain unauthorized access to computer systems, networks, information or materials on, through or in relation to the Site, the Services or their servers; or (n) any other act that Titus becomes aware of and believes in good faith is improper, illegal or harmful to the Site, the Services or their servers or any person, entity or property.
    
    
11. Links to Other Sites, Applications, Networks, Platforms and Servers.
    
    
    1. Linked Technologies. The Site, the Services and/or any communications sent on, through or as a function thereof may contain links or portals to third-party websites, networks, platforms, servers and/or applications, and, similarly, third-party websites, networks, platforms, servers, applications and/or communications may contain links or portals to the Site and/or the Services (collectively, “Linked Technologies”).  The Linked Technologies are not under the control of Titus. The Site, the Services and any such communications contain the outgoing links as a convenience to you, if for any purpose.
       
       
    2. APIs. The Site utilizes certain third-party APIs, which are included among the Linked Technologies, including, for example, the following:
       
       
       1. “Google Maps” is included among the Linked Technologies; and you agree that your use of Google Maps on, through or in relation to the Site is subject to the then-current Google Maps/Google Earth Additional Terms of Services available at https://maps.google.com/help/terms_maps.html and Google Privacy Policy available at https://www.google.com/policies/privacy/.
          
          
       2. “Google Calendars” is included among the Linked Technologies; and you agree to comply with the then-current Google APIs Terms of Service available at https://developers.google.com/terms/.

• “iCal Export” is included among the Linked Technologies; and you agree to comply with the then-current Terms of Service – API available at https://docs.webhotelier.net/integration-api-terms.

1. MyChart. The Linked Technologies include the MyChart Portal and the “MyChart” platform that the MyChart Portal links to, all of which are provided by Titus’ third-party vendor. All information collected on, through or in connection with that “MyChart” platform is subject to the terms and conditions of that third-party vendor, and not Titus.
   
   
2. Disclaimer About Linked Technologies. Titus is not responsible for any information, content, goods, services, promotions, advertisements, programs, codes or other items which may be found on or excluded from the Linked Technologies (including, without limitation and by way of example only, malicious software, spyware programs, inaccurate information and illegal content).  Titus does not make, nor has Titus made, any representations or warranties (express, implied or otherwise) concerning the terms of use or service, privacy policies, agreements, information, content, goods, services, promotions, advertisements, programs, codes or other items which may be found on or excluded from the Linked Technologies; nor shall the fact that the Site may link to or from any Linked Technologies constitute an affiliation with, association with or endorsement of such Linked Technologies or any information, content, goods, services, promotions, advertisements, programs, codes or other items which may be found on or excluded from such Linked Technologies.  If you decide to access any Linked Technologies, then you do so at your own risk.

12. Take Down. Titus reserves the right, but not the obligation, to take down or otherwise exclude from the Site and the Services, without notice or recourse, any communications, names, photographs, information and/or content made or submitted by you or others on or through the Site or the Services that Titus believes at any time and in its sole discretion to be infringing or otherwise in violation of the proprietary, privacy or publicity rights of any person or entity; plagiarizing; defamatory; disparaging; embarrassing towards any person or entity; disclosing of confidential, private or personal information about or belonging to any person or entity; profane; indecent; obscene; racist, sexist, or otherwise derogatory in terms of race, nationality, religion, gender, gender identification, sexual orientation or otherwise; threatening; abusive; illegal; false; misleading; deceptive; inciting violence; hate speech; and/or a political attack on a group or individual.
    
    
13. User Representations, Warranties, and Covenants. You represent, warrant and covenant to Titus that:  (a) you are a natural person and of eighteen (18) years of age or older, or otherwise the age of majority in your jurisdiction; (b) you have read and understand this Agreement in its entirety; (c) you have the full right and authority to enter into and abide by the terms and conditions of this Agreement; (d) you understand and acknowledge that by accepting this Agreement you are giving up certain legal rights and remedies; (e) you voluntarily accept and agree to, and will fully comply with, the terms and conditions of this Agreement; (f) you will not violate any applicable international, federal, state or local laws which may concern the Site, the Site’s servers, the Services or any information, communications or content found on or through them; (g) Titus is not required to seek the permission of or compensate any third party to exercise any of the rights granted by you under this Agreement; (h) no obligation, disability, agreement or adverse claim exists that may restrict your performance or grant of rights hereunder; (i) all information you provide to Titus in connection with your access or use of the Site and the Services is truthful and accurate; and (j) you are not listed on any United States government list of prohibited or restricted parties.
    
    
14. Disclaimers and Limitations.
    
    
    1. General Disclaimer. Your visit, access, registration with or use of the Site and/or any products or services made available to you on, through or in relation to the Site (including, without limitation, the Services) in any way is done at your own risk.  The Site, those products and services, the success or performance of the Site or those products and services and all information, communications, content and features offered, marketed, sold, provided, licensed or made available on, through or in relation to the Site or those products and services are provided to you on an “as is,” “where is,” “as available,” and “with all faults” basis.  Titus does not make, nor has Titus made, any representations or warranties of any kind or nature (whether direct or indirect, oral or written or express or implied) to you with respect to the Site, those products and services, any such information, communications, content and features or their success, performance, functionality, quality, completeness, accuracy, reliability, marketability or safety.  Titus expressly disclaims any and all express warranties, implied warranties (including, without limitation, implied warranties of merchantability, fitness for a particular purpose, good faith and fair dealing, title, non-infringement, performance, functionality, quality, completeness, accuracy, reliability and safety) and warranties arising from conduct, course of dealing, custom and usage in trade with respect to the Site, those products and services, any such information, communications, content or features and their success, performance, functionality, quality, completeness, accuracy, reliability, marketability and safety.  Titus does not make, nor has Titus made, any affirmation of fact, promise or warranty (express, implied or otherwise) relating to the Site, the Services, any such information, communications, content or features or their success, performance, functionality, quality, completeness, accuracy, reliability, marketability or safety that extends beyond the face of this Agreement or that has become any basis of any bargain.
       
       
    2. Disclaimer About Products and Services. All descriptions, images, references, features, content, specifications, products and prices of any products or services offered on, through or in relation to the Site (including, without limitation, the Services) are subject to change at any time and without notice to you.  The inclusion of any products or services on, through or in relation to the Site (including, without limitation, the Services) does not imply or warrant that they are or will be available.  It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to the receipt, possession, use and sale of any product or service ordered or purchased on, through or in relation to the Site (including, without limitation, the Services).  Titus reserves the right, with or without prior notice to you, to do any one or more of the following:  (i) limit the available quantity of or discontinue any such product or service; (ii) impose conditions on the honoring of any coupon, coupon code, promotional code or other similar promotion; (iii) bar you from making or completing any transaction on, through or in relation to the Site or the Services; and (iv) refuse to provide you with any such product or service.
       
       
    3. Disclaimer About System Delays. You understand and acknowledge that the Site and/or the Services may be subject to limitations, delays and/or other problems inherent in the use of third-party communication networks and facilities that are outside of Titus’s control.  Accordingly, Titus shall not be responsible for, and expressly disclaims, any delays, failures, losses, injuries, liabilities or damages associated with the Site and/or the Services that result from any system delays, downtimes, interruptions or other failures of or problems with the Site and/or the Services that are outside of Titus’s control (including, without limitation, scheduled maintenance or network failure).
       
       
    4. Disclaimer About Certain Information, Communications and Content. Any opinions, advice, reviews, statements, offers or other information, communications or content found on, through or in relation to Titus, the Site, the Services or any third-party providers (including, without limitation, online forums, other websites, advertisements, and social media pages) are those of their respective authors, and not necessarily those of Titus; thus, they should not necessarily be relied upon.  Such authors are solely responsible for the accuracy of such information, communications or content.  Titus does not guarantee, adopt or endorse the accuracy, completeness, reliability or usefulness of any such information, communications or content, even if Titus is the author.  Titus is not responsible for the accuracy, completeness, reliability or usefulness of any such information, communications or content.  Under no circumstances shall Titus be liable to you or any third parties for any loss or damage caused by or arising from or in connection with your reliance on any such information, communications or content.
       
       
    5. Disclaimer About User Activities. You understand and acknowledge that any user statements or activities submitted on, through or in relation to the Site, the Services, Titus’s online social media pages or any of the Linked Technologies are provided by third parties over whom Titus does not have control. Titus does not actively screen or censor any such user statements or activities. Titus makes no representations or warranties of any kind or nature about any such user statements or activities.  Titus does not have any obligation to screen any  such user statements or activities, though Titus may exclude or remove any such user statements or activities from the Site, the Services or Titus’s online social media pages as it deems appropriate in its sole discretion and for any or no reason. Titus cannot confirm the accuracy or completeness of any such user statements or activities; and Titus assumes no responsibility for, and disclaims any and all liability in relation to, the content, accuracy, completeness, legality, reliability or availability of any such user statements or activities (including, without limitation, any communications sent to You by other users in connection thereto).
       
       
    6. Limitation of Liability. In no event shall Titus or any of Titus’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors or licensees be held liable to (or be obligated to indemnify) you or any third party for any direct, indirect, punitive or special damages (including, without limitation, legal costs, attorneys’ fees, lost profits, replacement costs or repair costs) caused by or arising from or in connection with:  (i) your visit, access, registration with or use of the Site or the Services, or your inability to visit, access, register with or use the Site or the Services; (ii) any products or services made available on, through or in relation to the Site (including, without limitation, the Services); (iii) any statements, content or conduct of any third party on, through or in relation to the Site or any such products or services; (iv) any unauthorized access to or alteration of your personal information; (v) any hacking, denial of service attacks, data security breaches or other third-party conduct that may lead to a compromise of your personal information or damage to your Device(s), software, operating system(s), file(s), carrier(s) or network(s); (vi) any transmission, download or infection of any software, system, program, file, process, device, application or routine (including, without limitation and by way of example only, robots, scrapers, spiders, viruses, spyware and malware) that may lead to a compromise of your personal information or damage to your Device(s), software, operating system(s), file(s), carrier(s) or network(s); (vii) the fact that you have relied on any information, content or communications published on, through or in relation to the Site or any such products or services; or (viii) any acts, errors or omissions of any third-party providers.  If you are dissatisfied with the Site or any products or services offered, sold, licensed or made available on, through or in relation to the Site (including, without limitation, the Services), then your sole and exclusive remedy is to discontinue your access and use of the Site and such products and services.
       
       
    7. No Injunctive Relief. If Titus breaches or otherwise violates this Agreement, then you shall not be entitled to seek or obtain, and you do hereby waive, any type of injunctive relief against the Site and/or any products or services made available on, through or in relation to the Site (including, without limitation, the Services) as a result of such breach or other violation.  For the avoidance of doubt, the foregoing limitation on injunctive relief does not limit your ability to seek or recover any monetary remedies authorized by law in the event of any such breach or other violation (except for those which are otherwise expressly precluded by this Agreement).
       
       
    8. Limitation of Remedies. If Titus breaches or otherwise violates this Agreement, then in no event shall you be entitled to recover any special, incidental, consequential, speculative or punitive damages arising out of or in relation to such breach or other violation, even if Titus has been notified of the possibility of such damages.
       
       
    9. Consumer Protections. The disclaimers and limitations set forth in this Section 14 are not intended to limit liability or alter your rights as a consumer that cannot be limited or altered under applicable law.
       
       
15. General Release of Claims. You hereby release and hold harmless Titus and Titus’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors and licensees from and against all claims that you have or may have against them for infringement, violation of the rights of privacy or publicity, defamation, disparagement, unpaid benefits, unpaid wages, overtime, discrimination, personal injury, property damage, negligence and/or any other legal theory arising from or in connection with the Site, the products or services made available on, through or in relation to the Site (including, without limitation, the Services) and/or the rights and privileges granted or conveyed by you under this Agreement.  Further, you waive your right to (and in no event shall you seek to) enjoin Titus, any of Titus’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors or licensees or exercise any of the rights or privileges granted or conveyed by you under this Agreement.
    
    
16. Indemnification. You hereby agree to indemnify, release and hold harmless Titus and Titus’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors and licensees from and against any and all liabilities, claims, suits, demands, actions, judgments, losses, damages, fines, penalties and expenses (including costs and reasonable outside attorneys’ fees) incurred by such indemnitees, or asserted against such indemnitees by third parties, arising out of or in connection with (a) your acts, errors or omissions, (b) your use of the Site or any products or services made available on, through or in relation to the Site (including, without limitation, the Services) in any manner contrary to the terms and conditions of this Agreement, (c) your violation of the rights of or other injury to any third party, and/or (d) your breach of all or any part of this Agreement.
    
    
17. Termination; Survival. This Agreement shall continue and remain in effect until it is terminated in accordance with the terms and conditions of this Agreement.  Titus may terminate this Agreement at any time, for any or no reason, and without notice to you (including, without limitation, if Titus believes that you have violated or acted inconsistently with any term or condition of this Agreement).  If this Agreement is terminated for any reason, then all rights granted to you under this Agreement shall automatically revert back to Titus, and the following shall survive in perpetuity:  (a) all defined terms under this Agreement; (b) all rights and privileges under this Agreement which were granted to and/or accrued in favor of Titus and/or any of Titus’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors or licensees as of the date of this Agreement’s termination; (c) all payments which accrued as of the date of termination; (d) all disclaimers, limitations of liability and limitations of remedies; and (e) all representations, warranties, covenants, certifications, releases, indemnifications and promises made by you under this Agreement.
    
    
18. Governing Law. This Agreement, the additional terms, conditions and policies referenced herein (including Titus’s Privacy Policy), your visit, access, registration with or use of the Site, any transactions made on, through or in relation to the Site, any products or services purchased on, through or in relation to the Site (including, without limitation, the Services), the Parties’ relationship and all disputes, controversies and claims arising from or in connection with any of the foregoing (whether grounded in contract, tort, statute, law, or equity) shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Texas in the United States of America and applicable federal law of the United States of America, regardless of its place of execution, its place of performance, and any conflicts of law analysis.  For the avoidance of any doubt, the United Nations Convention on Contracts for the International Sale of Goods shall have no application whatsoever to this Agreement and the subject matter hereof.
    
    
19. Dispute Resolution. This Agreement is governed by the laws of the State of Texas.  Each Party hereby irrevocably submits to the exclusive personal jurisdiction and venue of the state and federal courts located in Dallas County, Texas, and covenants and agrees that the foregoing is not an inconvenient venue or forum.
    
    
20. Notice. Unless otherwise expressly stated in this Agreement, Titus may give or deliver all other notices to you by means of a general notice posted on this or another page of the Site, as applicable, by email to the email address that you submit to Titus through the Site, if any, and all such notices shall be deemed effective as of their stated effective dates.
    
    
21. Relationship. In no event shall this Agreement, the performance of a Party’s rights or obligations under this Agreement, the Site, the Services or a Party’s visit to, access of, registration with or use of the Site and/or the Services create any type of fiduciary, franchise, agency, employment, independent contractor, partnership or joint venture relationship between you or Titus.
    
    
22. Miscellaneous.
    
    
    1. Electronic Signatures. If your acceptance of this Agreement is further evidenced by your affirmative assent to the same (g., by a “check the box” acknowledgment procedure), then that affirmative assent is the equivalent of your electronic signature to this Agreement.  However, for the avoidance of doubt, your electronic signature is not required to evidence or facilitate your acceptance and agreement to this Agreement, as you agree that the conduct described in this Agreement as relating to your acceptance and agreement to this Agreement alone suffices.
       
       
    2. Excused Performance. Titus is hereby excused from any failure to perform under this Agreement to the extent that its performance is prevented by any reason outside of its reasonable control or that may be characterized as a force majeure event.
       
       
    3. Assignment and Delegation. You shall not assign, delegate, or otherwise transfer any of your rights or obligations under this Agreement without Titus’s prior written consent in each instance.
       
       
    4. Construction and Interpretation. This Agreement shall be construed to have been drafted by all of the Parties, so that any rule of construction or interpretation that construes or interprets ambiguities against the drafter shall have no force or effect.
       
       
    5. Headings. Section headings are inserted in this Agreement for reference and convenience only and shall not interpret, define, limit or describe the scope, intent, terms or conditions of this Agreement.
       
       
    6. Severability. If any term or condition of this Agreement is deemed invalid or unenforceable by the arbitrator or (if applicable) a court of law with binding authority, then the remaining terms and conditions shall not be affected, and said arbitrator or court shall reform the invalidated or unenforceable term or condition to the maximum extent consistent with applicable law and the intent of this Agreement.
       
       
    7. Entire Agreement. This Agreement, together with those additional terms, conditions, and policies referenced herein and/or made available herein by hyperlink (including Titus’ Privacy Policy), constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof, supersedes any prior agreements and understandings, if any, between the Parties with respect to such subject matter, and shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns.
       
       
23. Contact Us. Please direct any questions you may have about the Site, the Services, or this Agreement to marketing@titusregional.com,with a subject line of “Website Question.”  The foregoing contact information may change from time to time by supplementation, amendment, or modification of this Agreement.
    
    
24. Last Modified. This Agreement was last modified on, and is dated effective as of, November 2, 2018.