ELUCIDATE, Inc. VetCareShare Telemedicine Solutions
General Terms and Conditions
Last updated: August 2, 2019
Welcome to VetCareShare Tele-Medicine Solutions.
These General Terms and Conditions and the Specific Terms agreed (collectively, the AGREEMENT) between Elucidate, Inc. [ELUCIDATE] and you (CUSTOMER) set out ELUCIDATE’s, and your rights and obligations in relation to the VetCareShare website and the Services [SOFTWARE].
By using the SOFTWARE you agree to follow and be bound by the terms and conditions of the AGREEMENT. If you do not agree to all the terms and conditions in the AGREEMENT, you must not use the SOFTWARE.
You can review the most current version of the Terms of Service at any time at www.vetcareshare.com/v2/index.php/terms-conditions.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our SOFTWARE following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
- Definitions and Interpretation
|1.1||In the Agreement, unless it is specified otherwise, or the context requires otherwise:
Authorized User means any employee, contractor, officer or agent of your business who is authorized by you to use the SOFTWARE;
Business Day means a day other than a Saturday, Sunday or public holiday in the Customer’s country of residence;
Customer means the person or entity that registers to use the SOFTWARE, as set out in the Specific Terms;
Documentation means the documentation (if any) made available by ELUCIDATE to you through the SOFTWARE, which sets out a description of the SOFTWARE and the user instructions for the SOFTWARE;
VetCareShare Application or SOFTWARE means VetCareShare’s Tele-Medicine Solutions application provided on an application-as-a-service basis and accessible via the VetCareShare Website, as may be updated by ELUCIDATE from time to time;
VetCareShare Website means www.VetCareShare.com or any other URL address notified to you by VetCareShare from time to time;
Fees means the Subscription Fees and the Services Fees (if any);
Initial Subscription Term means the period specified as such in the Specific Terms;
Intellectual Property Rights means all brand names, trademarks, service marks, trade names, logos, copyrights, patents, licenses, designs and rights in a design, look and feel, know-how, trade secrets, inventions, technical data, concepts, ideas, moral rights and all other similar property, whether or not registered, in the course of
being registered or unregistered and any analogous rights worldwide;
Related Company includes any subsidiary, affiliate, or successor in interest, or any of its shareholders, directors, officers, employees, agents or nominees;
Renewal Period means the period specified as such in the Specific Terms;
Services means implementation and other services (if any), as may be more particularly described in the Specific Terms;
Services Fees means the fees for the Services (if any), as set out in the Specific Terms;
Subscription Fees means the monthly subscription fees payable for your access and use of the SOFTWARE;
Subscription Term has the meaning given in clause 11.1;
Third Party Provider has the meaning given in clause 10.5(a);
Virus means anything or device (including any application, code, file or program) which may: (a) prevent, impair or otherwise adversely affect the operation of any computer application, hardware or network, any telecommunications service, equipment or network or any other service or device; (b) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or (c) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
You and Your refers to:
(a) the customer; or
(b) where the context permits, the Authorized Users; and
Your Data means the data inputted by you, or ELUCIDATE on your behalf, for the purpose of using the SOFTWARE or facilitating your use of the SOFTWARE.
|1.2||In the event and to the extent of any conflict or inconsistency between these General Terms and Conditions and the Specific Terms, and except as expressly specified in any part, the General Terms and Conditions will prevail.
- Access to VetCareShare Application
|2.1||ELUCIDATE grants you a non-exclusive, non-transferable right to access and use the SOFTWARE during the Subscription Term solely for the Customer’s internal business operations.|
(a) ensure that the number of Authorized Users that you authorize to access and use the SOFTWARE and the Documentation does not exceed the maximum number of Authorized Users allocated to your account, as specified in the Specific Terms;
(b) be responsible for determining the level of access that each Authorized User has to access and use the VetCareShare Application, and you acknowledge that ELUCIDATE will not be responsible for your use, or inability to use, the SOFTWARE arising out of or in connection with any act or omission of the Authorized Users;
(c) maintain a written, up to date list of current Authorized Users and provide such list to ELUCIDATE within 5 Business Days of written request;
(d) keep secure logins and passwords for your access and use of the SOFTWARE and Documentation and keep such logins and passwords confidential;
(e) procure that each Authorized User will keep a secure password for its use of the SOFTWARE and Documentation and keep this password confidential;
(f) notify Authorized Users, and ensure that Authorized Users understand and agree, that their use of the SOFTWARE is subject to the terms and conditions set out in the Agreement;
(g) allow ELUCIDATE at any time to audit your use of the SOFTWARE in order to establish whether such use is in accordance with the Agreement;
(h) promptly disable any login account, or enable ELUCIDATE to do so, if you or ELUCIDATE discover that any login details have been provided to any unauthorized third party; and
(i) on demand, pay to ELUCIDATE an amount of any underpayment of Subscription Fees discovered by ELUCIDATE through undertaking the audits referred to in clause 2.2(g).
|2.3||You will not:
(a) access, store, distribute or transmit any Viruses in respect of the SOFTWARE, and ELUCIDATE may, without liability to you, disable your access to the SOFTWARE if you are in breach of this clause;
(b) except to the extent permitted by any applicable law which is incapable of exclusion by agreement between the parties:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the SOFTWARE and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the SOFTWARE;
(c) access all or any part of the SOFTWARE and Documentation in order to build a product or service which competes with the SOFTWARE and/or the Documentation;
(d) attempt to undermine the integrity or security of:
(i) the SOFTWARE; or
(ii) Elucidate Inc. or any third parties, systems, networks, data, or resources used in the provision of the SOFTWARE or the Services;
(e) make the SOFTWARE and/or Documentation available to any third party except the Authorized Users in accordance with the Agreement;
(f) use or publish any of Elucidates branding, trademarks, or logos except with Elucidates prior written permission; or
(g) attempt to obtain, or assist third parties in obtaining, access to the SOFTWARE and/or Documentation, other than as provided under this clause.
|2.4||You will use all reasonable endeavors to prevent any unauthorized access to, or use of, the SOFTWARE and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify ELUCIDATE.|
|2.5||Any act or omission of Authorized Users relating to the use of the SOFTWARE will be treated as your act or omission. ELUCIDATE may terminate any authority you have granted to any Authorized User if ELUCIDATE considers that the relevant Authorized User is in breach of the Agreement or puts you in breach of the Agreement.|
|2.6||You acknowledge that ELUCIDATE regularly upgrades and updates the SOFTWARE and that the SOFTWARE is continually evolving. Some of these changes will occur automatically, while others may require you to schedule or implement the changes. You will, where required, upgrade your application and/or devices in order to make efficient use of the VetCareShare Application. ELUCIDATE will provide you with reasonable notice of any such changes.|
- Changes to number of Authorized Users
|3.1||You may request an increase or decrease to the maximum number of Authorized Users who can access and use the SOFTWARE by notifying ELUCIDATE. If agreed by ELUCIDATE, ELUCIDATE will increase or decrease the maximum number of Authorized Users on your account as soon as practicable and in accordance with the terms of the Agreement.
If you decrease the number of Authorized Users, no refunds will be paid in respect of any unused portion of any Subscription Fees that have been paid in advance. If you increase the number of Authorized Users, ELUCIDATE will charge you for any net amount due for the additional Authorized Users upon activation.
- Your Data
|4.2||ELUCIDATE acknowledges and agrees that you will have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data.|
|4.3||Each party will take appropriate technical and organizational measures against unauthorized or unlawful processing of Your Data or its accidental loss, destruction or damage and ELUCIDATE will, as part of these measures, use reasonable endeavors to back-up Your Data. You acknowledge that if there is any loss or damage to Your Data, your sole and exclusive remedy will be for ELUCIDATE to use reasonable commercial endeavors to restore such lost or damaged data from the latest back-up of Your Data maintained by ELUCIDATE, however such restoration by ELUCIDATE is not guaranteed. You are responsible for keeping your own up-to-date back-up copies of Your Data. ELUCIDATE will not be responsible for any loss, destruction, alteration or disclosure of Your Data caused by any third party.|
|4.4||You acknowledge and agree that ELUCIDATE may use Your Data and/or your customer’s data for the purpose of:
(a) performing ELUCIDATE’s obligations under the Agreement;
(b) ensuring that you are complying with the terms and conditions of the Agreement;
(c) improving or enhancing the SOFTWARE;
(d) performing data analysis on an aggregated and anonymous basis; and
(e) except where you have opted-out:
(i) assessing the performance of your business, including comparing or benchmarking such performance against the performance of ELUCIDATE’s other customers’; and
(ii) accessing what other services ELUCIDATE may provide and promote to you, including offering services that may assist in improving performance,
provided that ELUCIDATE complies with its confidentiality obligations under clause 9.
- Your Obligations
(a) provide Elucidate with all necessary co-operation in relation to the Agreement, and all necessary access to such information as may be required by ELUCIDATE, so that ELUCIDATE can provide the SOFTWARE and the Services (if any) to you, including but not limited to Your Data, security access information, configuration services and servers. You warrant that you are authorized to provide the foregoing information and/or access to ELUCIDATE;
(b) comply with all applicable laws (including applicable privacy laws in respect of your collection, use and disclosure of any personal information that is included in Your Data) with respect to use of the SOFTWARE and your activities under the Agreement;
(c) carry out all of your responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed between the parties, ELUCIDATE may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) use the SOFTWARE and the Documentation in accordance with the terms and conditions of the Agreement;
(e) ensure that your network and systems comply with the relevant specifications as may be specified by ELUCIDATE from time to time; and
(f) be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to ELUCIDATE’s data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links caused by the internet.
|6.1||ELUCIDATE will address any technical issues that arise on the VetCareShare Website or in connection with the VetCareShare Application.|
|6.2||ELUCIDATE will provide the Services (if any) in the manner set out in the Specific Terms. All expenses properly incurred by ELUCIDATE in connection with the Services will be reimbursed as an additional charge, unless incorporated in the Services Fees.|
|6.3||Where ELUCIDATE provides any Services to you:
(a) you will, within the agreed timeline, carry out all necessary administrative tasks including (without limit) gathering and providing information, setting up of templates, attending online meetings and webinars, and configuration;
(b) and those Services are in the nature of training, then your Authorized User(s) will have access to training through either an online training program or in person training from a ELUCIDATE representative. It is your responsibility to make sure all Authorized Users requiring training be available during the scheduled training time or it will then be your responsibility to provide training for any absent or new Authorized Users that are added after the training has been provided by ELUCIDATE unless otherwise agreed to outside of this agreement.
(c) you will carry out all checks and actions in relation to hardware required by ELUCIDATE and notified to you from time to time; and
(d) during the onsite implementation (if any), you will make available at least one staff member with decision making authority at each site to accompany and assist ELUCIDATE personnel at all times.
- Charges and Payment
|7.1||You will pay:
(a) the Subscription Fees; and
(b) the Services Fees (if any),
to ELUCIDATE in accordance with this clause 7 and the Specific Terms.
|7.2||ELUCIDATE’s billing services are provided through Stripe, all subscriptions, once initiated will be charged to a credit card on fill through a reoccurring billing system based on the subscription selected.|
|7.3||If the card on file cannot be processed you will be notified and have 2 business days to provide an alternative form of payment, then without prejudice to any of ELUCIDATE’s other rights and remedies:|
|(a) ELUCIDATE may, without liability to you:
(i) disable access to all or part of the VetCareShare Application, and will be under no obligation to provide access to any or all of the VetCareShare Application; and/or
(ii) cease to provide any of the Services, while the invoice(s) concerned remain unpaid
|7.4||All amounts stated in the Agreement are:
(a) exclusive of all applicable taxes, levies and duties (if any); and
(b) unless otherwise stated, specified in USD.
|7.5||If you are required by law to deduct or withhold taxes or charges from the amounts due to ELUCIDATE under the Agreement, you will ensure that the amount due to ELUCIDATE is increased so that the payment actually made to ELUCIDATE is the amount due to ELUCIDATE as if no such taxes or charges had been imposed.|
|7.6||ELUCIDATE may increase the Subscription Fees at the start of each Renewal Period upon 30 days’ prior notice to you and the Specific Terms will be deemed to have been amended accordingly.|
- Intellectual Property Rights
|8.1||You acknowledge and agree that ELUCIDATE and/or its licensors own all Intellectual Property Rights in the:
(a) VetCareShare Application;
(b) VetCareShare Website;
(c) Documentation; and
(d) VetCareShare branding, trade names and trademarks (VetCareShare Branding),
together with all modifications, enhancements and other developments to the VetCareShare Application, VetCareShare Website, Documentation and VetCareShare Branding (whether or not recommended or suggested by you).
|8.2||Except as expressly stated in the Agreement, the Agreement does not grant you any rights to, or in, the Intellectual Property Rights, or any other rights or licenses, in respect of the VetCareShare Application, VetCareShare Website, Documentation or VetCareShare Branding.|
|8.3||ELUCIDATE acknowledges and agrees that you own the Intellectual Property Rights in Your Data. You grant ELUCIDATE a non-exclusive right to use Your Data to perform its obligations under the Agreement, and otherwise in the manner as expressly set out in the Agreement.|
|9.1||Each party will keep the other party’s confidential information confidential and will not:
(a) use any of the other party’s confidential information except for the purpose of exercising or performing its rights and obligations under the Agreement; or
(b) disclose any of the other party’s confidential information in whole or in part to any third party, except as expressly permitted by the Agreement (Permitted Purpose).
|9.2||In relation to either party, confidential information means the terms of the Agreement, the fact that that party has a commercial relationship with the other party, any and all information that is by its designation or nature confidential including as applicable but not limited to results, outcomes, conclusions, experimental methods, notes, designs, records, computer programs, inventions, innovations, application, patterns, specifications, drawings, techniques, reports, know-how, data, processes, developments, formulations, applications, methods of manufacture, and graphics, but does not include information which:
(a) is or becomes generally available to the public (other than as a result of a breach by the receiving party of this clause 9);
(b) was, is, or becomes, available to the receiving party on a non-confidential basis from a person who is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
(c) the parties agree in writing is not confidential or may be disclosed.
|9.3||A party may disclose the other party’s confidential information to those of its officers, employees, contractors or professional advisors (Representatives) who need to know that confidential information for the Permitted Purpose, provided that:
(a) it informs those Representatives of the confidential nature of the confidential information before disclosure; and
(b) at all times, it is responsible for the Representatives’ compliance with the confidentiality obligations set out in this clause 9.
|9.4||A party may disclose confidential information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.|
|9.5||Each party will on demand and, in any event, on termination of the Agreement, deliver to the other party all confidential information and any other document supplied by or obtained from the other party.|
|9.6||This clause 9 will survive termination of the Agreement.|
- Warranties and Liability
|10.1||ELUCIDATE warrants that:
(a) the SOFTWARE will function substantially as described in the Documentation; and
(b) to the best of ELUCIDATE’s knowledge and belief, the SOFTWARE does not infringe the copyright of any third party.
(c) all services provided that are subject to these terms, will be performed by employees or contractors who have been correctly inducted and signed off as capable by ELUCIDATE.
(a) the SOFTWARE does not function substantially in accordance with the Documentation; or
(b) a claim is made that relates to an alleged or actual infringement by the SOFTWARE of the copyright of any third party;
ELUCIDATE will, at its option, either:
(c) modify the SOFTWARE to conform to the Documentation or such that it does not infringe those rights; or
(d) provide a workaround solution or procure a continuing lawful right for you to use the SOFTWARE (or component thereof).
If neither of the options in paragraphs (c) or (d) is commercially feasible, either party may terminate the Agreement by giving written notice to the other party, in which case ELUCIDATE will refund to you all Subscription Fees pre-paid to ELUCIDATE on a prorated basis. Paragraphs (c) and (d) constitute your sole and exclusive remedy for any breach of the warranty set out in clause 10.1.
|10.3||ELUCIDATE will not be liable for a breach of the warranty in clause 10.1 to the extent of any non-conformance which is caused by use of the SOFTWARE contrary to the Documentation and any other of ELUCIDATE’s instructions, or modification or alteration of the SOFTWARE by any party other than ELUCIDATE or its duly authorized contractors or agents.|
|10.4||ELUCIDATE does not warrant:
(a) that your use of the SOFTWARE will be uninterrupted or error-free or that the SOFTWARE is free of Viruses;
(b) that the VetCareShare Application, Documentation and/or the information obtained by you through the SOFTWARE will always be available, either in its current form or at all;
(c) that ELUCIDATE will support, maintain or continue to offer the VetCareShare Application;
(d) that the VetCareShare Application, Documentation and/or the information obtained by you through the SOFTWARE will meet your requirements;
|10.5||You acknowledge that:
(a) ELUCIDATE may rely on the provision of services by third parties (including data center, electricity, telecommunications and outsourcing providers) in order to provide the SOFTWARE( Third Party Providers) and that the SOFTWARE may be subject to limitations, delays and other problems inherent in the use of such services provided by Third Party Providers; and
(b) ELUCIDATE will not be responsible for any delays, delivery failures, or any other loss or damage arising out of or is in connection with any services provided by Third Party Providers, including any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.
|10.6||Except as expressly set out in the Agreement, the SOFTWARE and the Documentation are provided on an “as is” basis and all representations, conditions or warranties (whether express or implied, statutory or otherwise, and including warranties of merchantability and fitness for a particular purpose) in respect of the SOFTWARE and Documentation are expressly excluded.|
|10.7||You will indemnify ELUCIDATE against all costs, losses, expenses and damages arising out of or in connection with:
(a) any claims against ELUCIDATE resulting from your, and Authorized Users’, use of the SOFTWARE and the Documentation; and
(b) any breach by you of the Agreement.
|10.8||ELUCIDATE will not be liable to you, your Authorized Users, and your Related Companies for loss of profits, loss of revenue, loss of data, or any indirect, consequential or special loss or damage suffered or incurred by you, your Authorized Users, and/or your Related Companies arising out of or in connection with the Agreement or your use of the VetCareShare Application.|
|10.9||ELUCIDATE’s liability arising out of all claims for loss or damage under the Agreement will not exceed in aggregate an amount equal to the Subscription Fees and the Services Fees actually paid by you to ELUCIDATE in the 6 months prior to the time the liability arises.|
- Term and Termination
|11.1||The Agreement will, unless otherwise terminated as provided in this clause 11, commence on the date you subscribe to use the SOFTWARE and will continue for the Initial Subscription Term and, thereafter, the Agreement will be automatically renewed for each successive Renewal Period, unless:
(a) either party notifies the other party of termination via electronic means through the VetCareShare Website or direct electronic communication with an ELUCIDATE/VetCareShare agent, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Agreement will terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of the Agreement,
and the Initial Subscription Term together with any subsequent Renewal Periods will constitute the Subscription Term.
|11.2||Either party may terminate the Agreement if the other party:
(a) is in material breach of the Agreement and fails to remedy such breach within 30 days of receiving notice from the other party specifying the breach and requiring it to be remedied; or
(b) goes into liquidation or has a receiver or statutory manager appointed over any of its assets, becomes insolvent or makes any arrangement with creditors.
|11.3||On termination of the Agreement for any reason:
(a) all licenses granted under the Agreement will immediately terminate and you must cease using the SOFTWARE and the Documentation;
(b) each party will return to the other and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
(c) ELUCIDATE may destroy or otherwise dispose of any of Your Data in its possession, unless ELUCIDATE receives, no later than ten days after the effective date of termination, a written request from you for access to the most recent version of Your Data in ELUCIDATE’s possession. If ELUCIDATE receives such notice, ELUCIDATE will use reasonable commercial endeavors to allow you to export Your Data in a format specified by ELUCIDATE within 30 days of receipt of such written request; and
(d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, will not be affected or prejudiced.
|11.4||If you terminate the Agreement under clause 11.1(a) or ELUCIDATE terminates the Agreement under clause 11.2, you will:
(a) not be entitled to a refund of any Subscription Fees pre-paid to ELUCIDATE for unused access to the VetCareShare Application; and
(b) be liable to pay the Subscription Fees on a prorated basis for each day up to and including the date of termination of the Agreement to the extent that you have not paid for the use of the SOFTWARE on those days.
- Force Majeure
|12.1||ELUCIDATE will have no liability to you under the Agreement if ELUCIDATE is prevented from, or delayed in, performing ELUCIDATE’s obligations under the Agreement, or from carrying on ELUCIDATE’s business, by acts, events, omissions or accidents beyond ELUCIDATE’s reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of ELUCIDATE or any other party), failure of a utility service or transport or telecommunications network or service of a Third Party Provider, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. ELUCIDATE will notify you of such an event and its expected duration as soon as reasonably possible.|
|13.1||These General Terms and Conditions may be varied by ELUCIDATE at any time, effective upon the posting of modified terms on the VetCareShare Website or as otherwise notified to you in writing (including by email). Subject to clauses 3.1 and 7.6, the Specific Terms, may only be varied by written agreement between ELUCIDATE and you.|
|13.2||Any notice to be given under the Agreement must be made in writing, by email, personal delivery or by post sent to the email or address designated in writing by each party for that purpose from time to time and marked for the attention of the designated person or office holder (if any). Any communication by email will be deemed to be received when transmitted to the correct email address of the recipient with no indication of incomplete transmission. Any other communication in writing will be deemed to be received when left at the specified address of the recipient or on the third Business Day following the date of posting.|
|13.3||You will not assign, transfer, novate or otherwise deal with the Agreement or any of your rights or obligations under the Agreement, whether in whole or in part, without ELUCIDATE’s prior written consent. ELUCIDATE may assign, transfer, novate or otherwise deal with the Agreement or any of its rights or obligations under the Agreement, whether in whole or in part, without your prior written consent.|
|13.4||You acknowledge and agree that any Related Company of ELUCIDATE may perform any of ELUCIDATE’s obligations or grant any of the rights licensed by ELUCIDATE to you, under this Agreement on ELUCIDATE’s behalf.|
|13.5||The Agreement constitutes the entire agreement of the parties about its subject matter and supersedes any previous understanding or agreements on that subject matter.|
|13.6||The Agreement will not be deemed to create a partnership, joint venture or agency relationship of any kind between the parties.|
|13.7||A provision or a right under the Agreement may not be waived except in writing signed by the party granting the waiver.|
|13.8||If any provision of the Agreement is held to be invalid or unenforceable the remaining provisions of the Agreement will not be affected and will remain in full force and effect.|
|13.9||A party may exercise a right, power or remedy under the Agreement at its discretion, and separately or concurrently with another right, power or remedy. A single or partial exercise of a right, power or remedy by a party under the Agreement does not prevent a further exercise of that or of any other right, power or remedy.|
|13.10||The Agreement is governed by the laws of the state of Florida. The parties submit to the non–exclusive jurisdiction of the start of Florida courts in respect of any dispute or proceeding arising out of the Agreement.