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Terms of Use

Updated April 27, 2021.

BY ACCESSING OR USING THE PLATFORM, CONTENT, OR SERVICES, YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. PLEASE READ THEM CAREFULLY -- THEY INCLUDE WAIVER OF CLASS ACTION RIGHTS.

TERMS AND ACCESS

Together with our Privacy Policy as amended from time to time, and with such additional terms as may be found in certain areas of the platform, these Terms and Conditions (collectively the “Terms”) govern use of the platform, Content, and our related services (“Services”) (collectively the “Platform”). IntelliCentrics, Inc. (“IntelliCentrics” or “we”) may amend them at any time by posting the amended Terms. Your access or use of any of the Platform constitutes your conclusive acceptance of the Terms then in effect.

The extent of your authority to access and use the Platform will vary according to your role and responsibilities. A “User” (or “you”) is any individual who registers to use the Platform with due authority to do so. “Subscribers” are Users who pay a subscription fee to access and use SEC3URE PassportTM or other Services available on the Platform. “Healthcare Industry Professionals” or “HCIP” are Users who work in the healthcare industry, usually for or on behalf of a Facility (as defined), and who provide, administer, coordinate, manage, or promote clinical healthcare services, medical care, and related goods and services for patients and seek privileges at one or more Facilities. A “Facility” is a physical site, whether separately licensed or certified or included under another site's license or certification, where patients receive healthcare services and the Platform is utilized to monitor and facilitate access, security, and compliance. Users' right to access the Platform is non-exclusive, non-transferable, and subject strictly to these Terms. “Authorized Agents” are persons, Entities, or Entities' designees who have accepted appointment to be authorized agents of a User's account with authority to submit and upload on the Platform, on that User's behalf, any and all documents or information required by a Facility's policies or procedures, including sensitive personal and individually-identifiable information. If granted authority by an Entity to act on its behalf, an Authorized Agent may also be referred to, from time to time, as a “Corporate Administrator.” An “Entity” may be any business entity or organization, including a Facility or any other organization that employs or directly contracts with Subscribers.

Competitors of IntelliCentrics are not authorized to register, access, or use the Platform.

OBLIGATIONS AND RESTRICTIONS

You must be 18 (or at least the age of majority where you reside) and register as a User. You must keep your credentials confidential and tell us immediately of any security breach, including but not limited to (“including”) unauthorized access or use of your credentials or User Account. You are solely responsible for everything that occurs in connection with your User Account, including keeping all data submitted by you or for you (collectively your “User Data”) accurate, current, and not misleading, when submitted and at all times thereafter. If you learn new information or if facts change materially, you must act promptly so that your User Data stays current and accurate at all times. You authorize us and our account managers to take all steps we deem advisable in our sole discretion to manage the Platform, including accessing and managing your registration, User Account and User Data and disabling the User Account if we deem reasonable and appropriate in our sole discretion. Upon User registration as an HCIP, we will review, on at least an annual basis, your name against the then-current master databases maintained by, or on behalf of, healthcare programs that monitor debarred or sanctioned entities and individuals (collectively, “Sanction/Debarment Databases”) to ensure that such parties are not: (i) employed by, or otherwise contracted with, healthcare providers that provide services to beneficiaries of, and submit claims for reimbursement from, applicable governmental healthcare programs; or (ii) sanctioned or otherwise limited in their capacities to provide or perform healthcare services under an applicable professional license. In addition, such review is intended to determine that no User—specifically, no HCIP—who contracts with or has a financial relationship with an Entity, especially a healthcare provider or Facility, is currently debarred, suspended, proposed for debarment or suspension, or otherwise excluded by any governmental agency from receiving federal contracts. You may access the list of Sanction/Debarment Databases that we review against here. When your review is complete, we will either: (i) send a report of “no hit found” to the applicable Entity for the corresponding credentialing requirement when your name does not appear in a search of the respective Sanction/Debarment Database; or (ii) send a report to you of “possible hit found” for the corresponding credentialing requirement when a potential positive hit occurs for your name so that a determination can be made as to the authenticity of the results, before providing notice to any Entity. If we ultimately determine, in coordination with you, that the positive hit is accurate and that you are debarred, suspended, proposed for debarment or suspension, or otherwise excluded or sanctioned by any governmental or licensing agency or other applicable healthcare organization, you have sole responsibility to work with the Entity or governmental agency, as applicable, to provide any information or take any action that is necessary to remove or lift such debarment, suspension, proposed debarment or suspension, or other exclusion or sanction in order to fulfill your credentialing requirements for the respective Entity. Because this review is provided as a base level service for all Users and is not a result of information submitted by you or for you, results of the reviews of the Sanction/Debarment Databases are not considered User Data and will only be shared with you and any Entity you have activated in your User Account. Except as expressly permitted herein or required by law, you must not (or allow anyone else to) access, use, share, or distribute any of the Platform or any materials or information on or part of it (collectively “Content”): i) without, or exceeding, your or its authority; ii) for the benefit of any other site, product, or service; iii) to modify or create derivative works; iv) to obtain or derive underlying ideas, source code, or non-public components; v) to evade security measures; or vi) to alter proprietary notices or restrictions.

OWNERSHIP

We and our licensors own all of the Platform. You agree to abide by all restrictive notices or legends. User Data: As between you and us, you retain ownership of your User Data, except as set forth in these Terms. You grant us a non-exclusive, worldwide, royalty-free right to collect, use, copy, store, transmit, modify and create derivative works of your User Data as necessary to provide the Platform. We may delete User Data no longer in active use when we feel it is no longer required to provide access and use of the Platform in accordance with these Terms and Conditions, without further notice. Third-Party Content: Third parties may own some Content (“Third-Party Content”). Their terms of service and privacy policies shall apply with respect to their content, and to User Data disclosed in connection with it. Other Content: We may obtain and collect other content that does not qualify as User Data or Third-Party Content (“Other Content”). This includes information obtained as a result of public sanction checks to ensure compliance with applicable laws, including searches and results from Sanction/Debarment Databases for federal or state programs. While we may share information related to Other Content with you or your Authorized Representatives as described in these Terms, we do not consider Other Content to be User Data, and we retain all ownership thereof. We respond to notices of alleged infringement in accordance with the U.S. Digital Millennium Copyright Act. If you believe someone has violated your copyright or other intellectual property right, please contact us at customer.service.us@intellicentrics.com.

CONFIDENTIALITY

Except for your User Data, the Platform and all non-public Content on or constituting it or any related services constitute the trade secrets or other confidential, proprietary information of IntelliCentrics and/or our licensors (collectively, “Confidential Information”). During the Term and at all times thereafter, you shall hold all such Confidential Information in trust and confidence and shall not use or disclose it for the benefit of yourself or any other person or entity. This obligation shall not apply with respect to materials or information which you can prove with contemporaneous writings i) you already knew before accessing the Platform, ii) are or become generally known in the healthcare industry, iii) are provided to you by someone owing no duty to any of us, one of our affiliates, or any of our or their respective officers, directors, employees, agents, or representatives (each an “IntelliCentrics Party”), or iv) you develop independently.

As more fully explained in the IntelliCentrics’ Privacy Policy, User Data does not generally qualify as “protected health information” or “PHI” as defined by the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended from time to time (“HIPAA”). Notwithstanding this classification of User Data, IntelliCentrics works to ensure that User Data remains secure from inappropriate access or use.

YOUR REPRESENTATIONS AND WARRANTIES

You represent, warrant, and covenant to IntelliCentrics that i) you have and will have full authority to act on behalf of each User or Entity for which you purport to act, and to perform each act you seek to perform; ii) all User Data you submit (or which is submitted to or through the Platform for you) is and at all times will be accurate, current, and not misleading; and iii) you will comply with all applicable law at all times.

AUTHORIZED AGENTS

Any User may appoint an Authorized Agent to act on his or her behalf. To do so, the User and Authorized Agent will confirm the appointment and authorization on the Platform through electronic signature or attestation. This appointment and authorization shall remain effective until terminated, at which time the User may appoint a new Authorized Agent or proceed to manage his or her own User Account. A User may terminate the appointment at any time.

As a User who has appointed an Authorized Agent, you acknowledge and agree that you have voluntarily granted to your Authorized Agent the right and authority to obtain, review, submit, and upload to the Platform on your behalf information about you, including demographic information and sensitive personal and individually identifiable information. Further, you understand and expressly hold IntelliCentrics harmless for any and all actions, liabilities, losses, claims, costs, and expenses related to, or the result of, any acts or omissions of your appointed Authorized Agent. You acknowledge that you may, at any time, terminate the rights and access privileges of your Authorized Agent or discontinue and disable your User Account altogether, which includes the termination of rights and privileges of your Authorized Agent. Similarly, IntelliCentrics has the right to terminate your User Account or terminate the rights and privileges of your Authorized Agent to access your User Account in accordance with IntelliCentrics' policies and procedures and this Agreement.

AUTHORIZED AGENTS CONSENT TO ACCEPT APPOINTMENT

Each Authorized Agent is required to register as a User of the Platform.

If you have accepted appointment as an Authorized Agent of a User, you acknowledge and understand that you have been granted authorized access and management rights to the User Account of the appointing User, including authorization to submit and update information on the Platform on behalf of the User as may be required for such User's initial and/or continued access to a Facility, and to collect, submit, and upload certain information about such User, including demographic information, personal information required by a Facility's policies and procedures as applicable, and other information as a Facility may require. The authorization granted to an Authorized Agent by a User shall remain effective until terminated by the appointing User or terminated by you.

As an Authorized Agent, you expressly acknowledge your obligation and responsibility to ensure to the best of your knowledge that User Data is always accurate, current, and not misleading. You further understand and expressly hold IntelliCentrics harmless for any and all actions, liabilities, losses, claims, costs, and expenses related to, or the result of, any acts or omissions as an Authorized Agent on behalf of the appointing User. You have the right, at any time, to discontinue your access and management of an appointing User's Platform User Account and to terminate your status as an Authorized Agent. Similarly, IntelliCentrics and your appointing User also have the right to terminate your status as an Authorized Agent.

INTELLICENTRICS SERVICES TO SUBSCRIBERS

Our Services to Subscribers include:

A. SEC3URE PASSPORTTM

One of the Services offered to Subscribers is our “SEC3URE PASSPORTTM”. The SEC3URE PASSPORTTM provides individuals with an efficient and time-saving tool (“Credential Processing”) to gather, review and assess information and documents (collectively “Credential Documents”) that will be accessible by a Facility to monitor and facilitate access, security, and compliance with the Facilitys policies

Subscription and Fee. Your SEC3URE PASSPORTTM subscription starts when we receive payment for your Account and continues for one (1) year. You will have the option to renew your SEC3URE PASSPORTTM subscription automatically for additional one (1) year terms upon your agreement and auto-payment of your SEC3URE PASSPORTTM subscription renewal fee. We may change the fee at any time in our discretion upon ninety (90) days advance notice, but any change will apply only to new (or renewed) subscriptions beginning after the effective date of the change. You may obtain a full refund within thirty (30) days of your payment, provided there has been no activity in your Account and that you request it within that thirty (30) day period, by phone (1-817-SEC3URE) or emailing us at (customerservice.us@intellicentrics.com).

Facility Policies. We will follow the most recent, written credentialing and admittance policies which a Facility has set and provided to us (its “Policies”). If a Facility tells us of a change in its Policies after we have completed a Credential Processing, our sole obligation will be to make reasonable efforts to notify the Facility and affected User(s).

Sources. Where primary source verification (“PSV”) is required, we obtain written verification directly from the person or entity with first-hand knowledge of the information; from primary-source websites in accordance with National Committee for Quality Assurance standards; or from agencies designated by the primary sources to communicate credential information (“Designated Equivalent Sources”). Where PSV is unavailable, we will obtain written verification from a person or entity with second-hand knowledge. Where an attestation (“Attestation”) is permitted, we will obtain an affirmative statement, declaration, demonstration, or documentation that the attesting individual satisfies the applicable criteria.

Your Responsibility. You are solely responsible for making sure that the contents of your Account are always accurate, current, and not misleading. You acknowledge and agree that a Facility is entirely in charge of its own credentialing and admittance requirements, and that we have no right or ability to usurp its authority in these respects or otherwise. Accordingly, you agree that all complaints or appeals from our rejection of a Credential Document will be handled and disposed of pursuant to the written direction of the applicable Facility.

B. SEC3URE GO!TM BADGE AND SERVICE

Registration and Use. If you are a new SEC3URE PASSPORTTM Subscriber, you are eligible to receive a SEC3URE Go! Badge and associated services. The functionality of the SEC3URE Go! Badge and associated services are dependent upon an active SEC3URE PASSPORTTM subscription. If you are a renewing Subscriber in good standing under these Terms, you will be eligible to receive a SEC3URE Go! Badge once every two years on your subscription renewal anniversary date. IntelliCentrics owns the SEC3URE Go! Badge, and when your SEC3URE PASSPORTTM subscription is terminated or expires, you must return the SEC3URE Go! Badge upon our request, or you may be required to pay a Non-Return Fee. You may replace a lost, stolen or damaged SEC3URE Go! Badge at any time, subject to the current Go! Service Reconnection Fee. To assure delivery, you must keep the shipping address in your User Account up to date.

Fee and Refunds. The SEC3URE Go! Badge and associated services are included in the SEC3URE PASSPORTTM subscription fee you pay with a new registration or will pay upon renewal. We may change the fee structure for the SEC3URE PASSPORTTM and the SEC3URE Go! Badge and associated service at any time upon ninety (90) days advance notice, provided that any such change will only apply to purchases which are new, or which renew after the effective date of the change. If you obtain a full refund within thirty (30) days of your payment for your SEC3URE PASSPORTTM subscription fee, you must return the SEC3URE Go! Badge to IntelliCentrics before the refund will be issued.

Privacy. SEC3URE GO! operates through your own smart phone. In order to receive the full benefits of the SEC3URE Go! Badge, you understand and acknowledge you will need to enable your phone to track your entry into and movements in and around a Facility. User Data received and stored by IntelliCentrics is subject to our Privacy Policy; User Data received and stored by your phone service provider, however, is subject to the privacy and security policies and procedures. We make no representation or warranty with respect to your phone service provider's policies or procedures, and we shall not be held responsible or liable for its improper use of User Data or breach of privacy or security.

C. SEC3URE LINKTM SERVICE

As part of the SEC3URE Platform subscription service, IntelliCentrics will provide to Subscribers, Entities, and Facilities, at their request, access to SEC3URE LINKTM. SEC3URE LINKTM empowers Users to communicate seamlessly and to schedule procedures, equipment usage, and meetings all in one place. In addition, SEC3URE LINKTM will work with the SEC3URE PASSPORTTM Credentialing Service to verify that a User is properly credentialed both when an event is scheduled, and shortly before the event occurs.

D. INTELLICENTRICS CREDENTIAL-PROCESSING SERVICES FOR FACILITIES

Our Credential Processing also provides Facilities with an efficient, time-saving way to gather, review, and assess Credential Documents of individuals who wish to enter a Facility.

Facility Policies. You must provide us in writing with your most recent, current, and complete credentialing and admittance policies (your “Policies”). If you notify us of a change in your Policies after we have completed a Credential Processing, our sole obligation will be to make reasonable efforts to notify you (the Facility) and affected User(s).

Sources. Information designated to be primary source verified (“PSV”), is obtained from either the primary source or the designated source. Where PSV is unavailable, a secondary source may be used when the primary source is no longer available. Where an attestation (“Attestation”) is permitted or required, we will obtain an affirmative statement, declaration, demonstration or documentation that the attesting individual satisfies the applicable criteria. In cases when PSV or Attestation is not designated, we will review documentation submitted to determine acceptability Document Verification (“DV”) based on your Policies or other established conditions of acceptance.

Fee. Credential Processing will begin for a Facility when the Facility appoints us as its credential processor and shall continue until terminated by the Facility or us. There shall be no charge to the Facility for Credential Processing. We may elect in the future to change the fee for Credential Processing at any time in our sole discretion upon ninety (90) days advance notice, but any change in fee will apply only after the effective date of the change, following notice from us. Upon activation of a fee to the Facility or upon any change in fee to the Facility, the Facility may obtain a full refund within thirty (30) days of its payment, provided there has been no Credential Processing activity for the Facility and the Facility requests a refund within such 30-day period. Such request may be made by calling us at 1-817-SEC3URE or emailing us at customerservice.us@intellicentrics.com.

Your Responsibility. You acknowledge and agree that our services are informational only, based on information and materials that have been uploaded to our Platform, and that all decisions concerning any visitor, vendor, volunteer, physician, or other individual or entity, or which relate to quality of care, business, operational efficiency, policy compliance, and any other matters pertaining to the function and operation of your Facility, are solely your responsibility. You assume complete and total responsibility for, and hereby agree to release and hold harmless IntelliCentrics Parties from and against, (1) reviewing, analyzing, and verifying any data or information you receive from IntelliCentrics and/or the Platform; and (2) the consequences of all decisions you make based on Credential Processing and/or Credential Documents, including documents in the form of PSV, DV or Attestation.

Our Credentialing Promise to Facilities. To Facilities Only, IntelliCentrics makes the following commitment (“Credentialing Promise”). We shall process documents submitted to us for Credential Processing within four (4) business hours after we have received them for Processing.

E. INTELLICENTRICS CREDENTIAL-PROCESSING SERVICES FOR ENTITIES

We provide an efficient, time-saving way (“Entity Credentialing”) to gather, review, and assess information and documents (collectively “Entity Documents”) of a vendor company (“Entity”) that desires to provide supplies and/or services to a Facility.

Subscription and Fee. Your Entity Credentialing Service subscription will begin when you open your Account and shall continue until terminated by the Entity or us. There shall be no charge for the Entity Credentialing Service subscription, provided the Entity has employees and/or Entity paid contractors with active SEC3URE PASSPORTTM subscriptions. We may change the fee at any time in our sole discretion upon ninety (90) days advance notice, but any change will apply only after the effective date of the change and notice from us. In that event you may obtain a full refund within thirty (30) days of your payment, provided there has been no activity in your Account and that you request it within that time, by calling us at 1-817-SEC3URE or emailing us at customerservice.us@intellicentrics.com.

Entity Policies. We will follow the most recent, written credentialing and admittance policies which a Facility has set and provided to us (its “Entity Policies”). If a Facility tells us of a change in its Entity Policies after we have completed Entity Credentialing, our sole obligation will be to make reasonable efforts to notify the Facility and affected Entity(ies).

Sources. Information designated to be primary source verified (“PSV”), is obtained from either the primary source or the designated source. Where PSV is unavailable, a secondary source may be used when the primary source is no longer available. Where an attestation (“Attestation”) is permitted or required, we will obtain an affirmative statement, declaration, demonstration or documentation that the attesting individual satisfies the applicable criteria. In cases when PSV or Attestation is not designated, we will review documentation submitted to determine acceptability (document verification, or (“DV”) based on applicable policies.

Your Responsibility. You as an Entity are solely responsible for making sure that the contents of your Account (collectively, “Entity Data”) are always accurate, current, and not misleading. You further acknowledge and agree that a Facility is entirely in charge of its own credentialing and Entity requirements, and that we have no right or ability to usurp its authority in these respects or otherwise. Accordingly, you agree that all complaints or appeals from our rejection of an Entity Document will be handled and disposed of pursuant to the written direction of the applicable Facility.

F. INTELLICENTRICS SEC3URE VISITOR MANAGEMENT SERVICE

Should a Facility opt-in to our efficient multi-application visitor management service (“Visitor Management Service”), the Facility will be able to: (1) offer its patients and workforce the use of our mobile invitation application (“Invite App”) and of our mobile visitor application (“Acceptance App”) to visitors of its Facility; (2) and use our visitor management dashboard (“VM Dashboard”) and our kiosk check-in application (“Kiosk App”) to manage visitor authorization and check-in at the Facility. The Facility will also be able to monitor and facilitate access, security, and visitor compliance with Facility policies, issue questionnaires, create reports, and issue visitor passes for individuals visiting the Facility’s locations.

Fee. The Visitor Management Service will begin when the Facility appoints us to provide the Visitor Management Service and shall continue until terminated by the Facility or us. There shall be no charge to the Facility for the Visitor Management Service. We may elect in the future to change the fee for the Visitor Management Service at any time in our sole discretion upon ninety (90) days advance notice, but any change in fee will apply only after the effective date of the change, following notice from us. Upon activation of a fee to the Facility or upon any change in fee to the Facility, the Facility may obtain a full refund within thirty (30) days of its payment, provided there has been no the Visitor Management Service activity for the Facility and the Facility requests a refund within such 30-day period. Such request may be made by calling us at 1-817-SEC3URE or emailing us at customerservice.us@intellicentrics.com.

Your Responsibility. Each Facility is solely responsible for making sure that all activities for its Account, including Facility visitor policies, are always accurate, current, and not misleading. Except as otherwise set forth in these Terms, the Facility retains ownership of patient and visitor location data it provides to use in association with the Visitor Management Services (“Location Data”). When a Facility appoints use to perform the Visitor Management Services, it grants us a non-exclusive, worldwide, royalty-free right to collect, use, copy, store, transmit, modify, and create derivative works of Location Data as necessary to provide the Platform. Facilities and Users acknowledge and agree that our Services are informational only, based on information and materials that have been uploaded to our Platform, and that all decisions concerning any visitor, vendor, volunteer, physician, or other individual or entity, or which relate to quality of care, business, operational efficiency, policy compliance, and any other matters pertaining to the function and operation of a Facility, are solely the responsibility of the Facility. Therefore, each Facility or User assumes complete and total responsibility for, and hereby agrees to release and hold harmless IntelliCentrics Parties from and against, (1) inaccurate or misleading information contained in Location Data; (2) reviewing, analyzing, and verifying any data or information a Facility receives from IntelliCentrics and/or the Platform; and (3) the consequences of all decisions a Facility makes based on the Visitor Management Service, including decisions about visitor access to the Facility’s locations.

THIRD-PARTY GOODS AND SERVICES

As a convenience to Subscribers, we make available certain goods and services of third parties (“Third-Party Vendors”).

We do not control or endorse the Third-Party Vendors or their goods or services. INTELLICENTRICS PARTIES MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, CONCERNING ANY THIRD-PARTY VENDORS' GOODS OR SERVICES, AND ACCEPT NO LIABILITY FOR THEM. If you wish to purchase Third-Party Vendor(s)' goods or services, you will agree directly with them, and their terms and privacy policies will apply.

A. BACKGROUND CHECKS

Background-check services (“Background-Check Services”) are available to you by arrangement with IQ Data Systems, Inc., d/b/a Backgrounds Online (“BGO”).

Fees. Fees for these Background-Check Services are separate and in addition to the Subscription Fee you pay upon registration or renewal of your SEC3URE PASSPORTTM and other applicable service fees. IntelliCentrics may change the fee for Background-Check Services at any time and without notice, provided that any such change will only apply to such Background-Check Services as are purchased after the effective date of the change.

Registration and Use. After selecting and paying for the Background-Check Services, you will move from the Platform to the BGO domain. There, if you agree with BGOs terms and conditions, you will provide BGO with necessary information (including Personally Identifiable Information) and a written authorization to proceed. BGO will transmit your personal data to third parties such as courts, state agencies and others, sometimes using affiliates or other third parties. When BGO receives information back, BGO will compare it against a set of criteria based on your role.

Results. BGO will make a complete report of your results available directly to you, but will report to IntelliCentrics only that applications have been “Approved” or not yet approved (“Pre-Fail” or “Pre-Adverse Action”). If you receive a “Pre-Fail” or “Pre-Adverse Action” result, you may discuss it directly with BGO (not IntelliCentrics). BGO's determination of Approved, Pre-Fail, or Pre-Adverse depends expressly on the terms and conditions provided by each specific Facility/healthcare provider that requests a criminal background check. You are responsible for providing any additional or clarifying information needed. If the dispute cannot be resolved to BGO's satisfaction, the Platform will report that the credential is outstanding/red. For medical staff, the BGO report is included in the credential file as an attached document and adverse results are flagged for review.

Privacy. Any information received and stored by IntelliCentrics is subject to IntelliCentrics' Privacy Policy. Any information provided to BGO is subject to BGO's privacy and security policies and procedures. IntelliCentrics makes no representation or warranty with respect to BGO's policies and procedures, and shall not be responsible or liable for any data use or privacy or security breach of your information provided to or maintained by BGO.

B. MEDICAL TESTING SERVICES

Medical testing services (“Medical Testing Services”) are available to you by arrangement with ClearStar, Inc. (“ClearStar”), an independent medical-testing administrator.

Fees. Fees for the Services are separate and in addition to the Subscription Fee you pay upon registration or renewal of your SEC3URE PASSPORTTM and other applicable service fees. IntelliCentrics may change the fee for Medical Testing Services at any time and without notice, provided that any such change will only apply to Medical Testing Services purchased after the effective date of the change. Within the first thirty (30) days after payment, Users may obtain a full refund provided no activity related to these Medical Testing Services has been initiated with ClearStar. After this thirty (30) day period, payments for these Medical Testing Services are non-refundable.

Registration and Use. After selecting and paying for the Medical Testing Services, you will move from the Platform to the ClearStar domain. There, if you agree with ClearStar's terms and conditions, you will provide necessary information (including Personally Identifiable Information such as your birth date), schedule the Medical Testing Services, and receive a non-transferable reference number and access code to access your Medical Testing Services results. You are solely responsible for the accuracy and completeness of information you provide ClearStar. You must obtain a specified Medical Testing Service within ninety (90) days of the date IntelliCentrics receives full payment for it.

Results. Except for the pass results that are communicated to IntelliCentrics as described below, IntelliCentrics shall not request or access the results of your Medical Testing Services, your ClearStar account, or any information contained in your ClearStar account.

Authorization and Release of Information. By obtaining the Medical Testing Service, you authorize ClearStar to conduct the titer test and/or drug screen and to grade the results with a pass score according to procedures and recommendations of the Center for Disease Control and Prevention. When these are completed, ClearStar will send a complete report of your Medical Testing Services directly to you, but (unless you are a medical practitioner who has expressly authorized it) only to you, and will not send it to us or any Facility. If the result is “pass”, you authorize ClearStar to notify us accordingly, and you authorize us to upload your “pass” result onto the Platform. If the result is a “fail”, ClearStar will notify you of that directly, and you will then be responsible for working with ClearStar to provide any additional information or actions that are necessary in order to fulfill this credentialing requirement. Please see ClearStar's website and/or the Platforms credential description for additional information. (For medical practitioners, IntelliCentrics will receive and make available your complete report, based on your express authorization, consent and release.)

Privacy. Any information received and stored by IntelliCentrics is subject to IntelliCentrics' Privacy Policy. Any information you provide to ClearStar shall be subject to ClearStar's privacy and security policies and procedures. IntelliCentrics makes no representation or warranty with respect to ClearStar's policies and procedures, and shall not be held responsible or liable for any data use or privacy or security breach of your information provided to or otherwise maintained by ClearStar.

C. VACCINATION SERVICES

Vaccination Services are available to you by arrangement with MinuteClinic, L.L.C. (“MinuteClinic”), an independent, walk-in healthcare center.

Fees. Fees for the Vaccination Services are separate and in addition to the Subscription Fee you pay upon registration or renewal of your SEC3URE PASSPORTTM and other applicable service fees. IntelliCentrics may change the fee for the Vaccination Services at any time and without notice, provided that any such change will only apply to Vaccination Services which are purchased after the effective date of the change. Fees for Vaccination Services are non-refundable.

Registration and Use. After selecting and paying for Vaccination Services, you will receive a voucher (“Vaccination Voucher”). You may redeem it at any participating MinuteClinic location up to ninety (90) days after issuance. Vaccination Vouchers are not transferable.

Vaccination Services Authorization. When you sign and present the Vaccination Voucher to MinuteClinic, that will constitute your written authorization to MinuteClinic for it to provide us with the confirmation date(s) on which a specific vaccine was administered, and your written authorization for us to upload that information onto the Platform. These confirmation date(s) will be the only personal information we shall request or receive related to the Vaccination Services.

Privacy. Information provided to IntelliCentrics is subject to IntelliCentrics' Privacy Policy. Any information you provide to MinuteClinic shall be subject to MinuteClinic's privacy and security policies and procedures, over which we have no control and will not be responsible. We shall not receive or access any information or results related to any Vaccination Services you select for your friends and family who are not Users.

D. RADIATION EXPOSURE PACKAGE

To help Users monitor their radiation exposure, we make dosimeters and related services available to you by arrangement with Landauer, Inc. (“Landauer”), a radiation detection, monitoring and dose compliance company.

Registration and Use. Upon registration and payment, you will receive an assigned wear dosimeter and a control dosimeter. IntelliCentrics owns the dosimeters and related equipment. You must return and exchange them on a regular basis, typically once each calendar quarter (“Wear Period”). If you do not return them at the end of a Wear Period, you will be subject to a lost-dosimeter fee. You may replace lost dosimeters at any time through the Platform. To assure delivery, you must keep the shipping address in your User Account up to date.

Fee and Refunds. The Radiation Exposure Package fee is due on an annual basis. The fee for the Radiation Exposure Package is separate and in addition to the Subscription Fee you pay upon registration or renewal of your SEC3URE PASSPORTTM and other applicable service fees. You will have the option to renew your Radiation Exposure Package automatically for additional one (1) year terms upon your agreement and auto-payment of your Radiation Exposure Package renewal fee. We may change the fee for this package at any time, provided that any such change will only apply to purchases which are new or which renew after the effective date of the change. You may request a refund within thirty (30) days of purchase. Refunds are subject to a thirty percent (30%) administrative, processing and restocking for each returned dosimeter set. Refunds will be processed after we receive the returned dosimeters.

Your Consent for IntelliCentrics to Disclose Radiation Exposure Results. By ordering the Radiation Exposure Package, you consent that at the end of each Wear Period, the dosimeters will be read, and the radiation exposure results will be uploaded into your User Account.

Fetal Monitoring. If you are or may be pregnant, you should consult with your employer and take steps to minimize radiation exposure. Upon request, we will send you a second, fetal monitor dosimeter on a monthly rotation. It should be worn on your waist and under protective equipment or a protective garment, such as a lead apron.

Privacy. Any information received and stored by IntelliCentrics is subject to IntelliCentrics' Privacy Policy. Any information provided to Landauer shall be subject to Landauer's privacy and security policies and procedures. IntelliCentrics makes no representation or warranty with respect to Landauer's policies and procedures and shall not be held responsible or liable for any data use or privacy or security breach of your information provided to or otherwise maintained by Landauer.

E. EDUCATION SERVICES

We make education services (“Education Services”) available to you by arrangement with MedCom, Inc. (“MedCom”), a professional-education provider.

Fees. Fees for the Education Services are currently included in the SEC3URE PASSPORTTM Subscription Fee you pay upon registration or renewal. We may change the fee for Education Services at any time and without notice, provided that any such change will only apply to such Education Services as are purchased or renewed after the effective date of the change.

Use. Education Services are available on the Platform provided you have an active and current SEC3URE PASSPORTTM subscription and all associated fees have been paid in full.

Results. IntelliCentrics will automatically upload unto your User Account and reflect in relation to the applicable credential requirement that you have completed the training and received the Training and Education Services as indicated, and may further transmit this information to third-party credentialing authorities in order to update or confirm your compliance.

Privacy. Any information received and stored by IntelliCentrics is subject to IntelliCentrics' Privacy Policy. Information received by MedCom is subject MedCom's privacy and security policies and procedures. IntelliCentrics makes no representation or warranty with respect to MedCom's policies and procedures, and shall not be held responsible or liable for any data use or privacy or security breach of your information provided to or otherwise maintained by MedCom.

INTERACTIVE AREAS

You are solely responsible for whatever you post. You agree not to post objectionable content or use interactive areas for any unlawful or prohibited purpose. We reserve the right to restrict access in our sole discretion. You grant us a royalty-free, non-exclusive right to use, copy, modify, adapt, publish, translate, create derivative works from, and distribute what you post. We do not endorse posts, all of which are their author(s)' responsibility. We may monitor, edit or remove any of them, but are not required to do so.

REPRESENTATIONS

A. EDUCATION SERVICES

IntelliCentrics has the personnel, facilities, and expertise to provide the Platform competently, in a professional manner, and within reasonable, applicable time frames. To the extent required and applicable, IntelliCentrics is and remains properly licensed and qualified to do business in all jurisdictions in which the Platform is available and the Services are performed, and it will maintain, or acquire, such licenses and qualifications as may be required by law from time to time.

B. NON-INFRINGEMENT

IntelliCentrics does not intend, and the systems and technologies it uses to provide the Platform as well as any materials or reports prepared by IntelliCentrics thereunder are not intended, to infringe upon, or be a misappropriation or misuse of, any U.S. patent, trademark or copyright, patent application, trade secret, or any other proprietary right of any person, company, or other entity. To the extent possible or required by law, IntelliCentrics obtains assignment of copyright interests from the authors of work to allow inclusion of such work as necessary to provide the Platform.

C. INDUSTRY STANDARDS

Malware.IntelliCentrics uses industry standard methods of detecting and correcting viruses, Trojan horses, worms, and other software routines that might disable or damage its data or systems. To the extent reasonably possible, such detection or correction systems are intended to prevent authorized access to third-party data or systems. IntelliCentrics will not knowingly deliver any data or materials to third parties that contains any virus, Trojan horse, worm, or other software routines designed to: (i) permit authorized access to third parties; or (ii) disable, erase, or otherwise harm their systems or other data, software, or hardware.

Privacy and Security Safeguard.IntelliCentrics uses technology and operating procedures consistent with industry best practices to: (i) establish and maintain appropriate administrative, technical, and physical safeguards to ensure the integrity, confidentiality, and availability of sensitive personal information or individually-identifiable information; and (ii) ensure against the unauthorized use or disclosure in the receipt, maintenance, use or transfer of such content or information. More information on data privacy and security measures is set forth in our Privacy Policy.

D. WORK ENVIRONMENT

No Child or Forced Labor.IntelliCentrics does not: (i) employ, engage, or otherwise use any child labor in circumstances such that the tasks performed by any such child labor could reasonably be foreseen to cause either physical or emotional impairment to the development of such child in all countries in which it operates or sources Services; (ii) use forced labor in any form (prison, indentured, bonded or otherwise) and staff are not required to lodge papers or deposits on starting work; (iii) engage in or support the use of corporal punishment, mental, physical, sexual or verbal abuse; or (iv) use cruel, abusive, or unusual disciplinary practices in the workplace.

Safety and Health.IntelliCentrics Company complies with all applicable environment, safety, and health regulations and provides a safe and healthy workplace, presenting no immediate risks or hazards to its staff.

No Discrimination.IntelliCentrics does not discriminate against any worker on any ground (including race, religion, disability, or gender) within the customs and practices of the countries in which it operates.

Fair Wages and Standards.IntelliCentrics pays each employee at least the minimum wage or a fair representation of the prevailing industry wage (whichever is the higher) and provides each employee with all legally mandated benefits. IntelliCentrics complies with the laws on working hours and employment rights in the countries in which it operates, and IntelliCentrics is respectful of its employees’ right to join and form independent trade unions and freedom of association.

Application of Workplace Standards.To the extent required by law or otherwise, IntelliCentrics ensures that similar warranties as set out in this subsection made to it by any subsequent supplier in its supply chain. IntelliCentrics works to ensure that it has ethical and human rights policies and an appropriate complaints procedure to deal with any breaches of such policies.

E. NON-DISCRIMINATION

IntelliCentrics provides the Platform and its interactions with Users in a non-discriminatory manner.

F. NO DEBARMENT OR SUSPENSION

Neither IntelliCentrics nor any of its officers are currently debarred, suspended, proposed for debarment or suspension, or otherwise excluded by any governmental agency from receiving federal contracts. To ensure accuracy of this statement, IntelliCentrics reviews on at least an annual basis its officers against the Sanction/Debarment Databases. IntelliCentrics also checks prospective employees and subcontractors who will provide services for the Platform against the Sanction/Debarment Databases prior to hiring such employees and subcontractors.

G. COMPLIANCE WITH LAWS

Healthcare Laws.IntelliCentrics acts to carry out all activities in compliance with all applicable laws, governmental regulations, rules, ordinances, and other requirements of federal, state, and local authorities (including all changes thereto that occur from time to time), including, but not limited to, all applicable federal healthcare program requirements such as the federal Anti-Kickback State (codified at 42 USC § 1320a-7b(b)), the federal physician self-referral prohibitions also known as the Stark Law (codified at 42 USC § 1395nn), and the federal False Claims Act (codified at 31 USC §§ 3729-3733). Further, none of the items or services used in providing the Platform involve the counseling or promotion of a business arrangement or other activity that violates any state or federal laws or regulations.

Anti-Bribery and Corruption.IntelliCentrics intends at all times to comply with all applicable laws and regulations, including, but not limited to, anti-bribery and corruptions laws. In connection with providing the Platform, IntelliCentrics will not, directly or indirectly, make, promise, authorize, ratify or offer to make, or take any act in furtherance of any payment or transfer of anything of value for the purpose of influencing, inducing, or rewarding any act, omission, or decision to secure an improper advantage, or improperly assisting it or any third party in obtaining or retaining business, or in any way with the purpose or effect of public or commercial bribery. To the extent reasonably practicable, IntelliCentrics will take reasonable measures to prevent subcontractors, agents, or any other third parties subject to its control or influence from doing so.

H. BUSINESS CONTINUITY

IntelliCentrics maintains and tests, on at least an annual basis, a comprehensive business continuity plan that is designed to ensure the available of its critical business activities in the event of major failures or disasters, including the loss of an office facility or a data center, government-ordered shutdown, or related occurrence outside its control. To the extent reasonably practicable, this business continuity plan will address provision of the Platform and recovery of data and services within an appropriate period of time in accordance with industry standards.

DISCLAIMER OF WARRANTIES

NEITHER INTELLICENTRICS NOR ANY OF OUR AFFILIATES, LICENSORS, VENDORS, INSURERS, OR ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES (COLLECTIVELY “INTELLICENTRICS PARTIES”) MAKE ANY WARRANTY THAT THE PLATFORM WILL OPERATE ERROR-FREE OR BE FREE OF VIRUSES OR OTHER HARMFUL MECHANISMS. THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE FULL EXTENT PERMITTED BY LAW, INTELLICENTRICS PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. INTELLICENTRICS PARTIES MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR RESULTS OF USE OF THE PLATFORM. USERS AND ENTITIES ACKNOWLEDGE THAT THE PLATFORM DEPENDS ON THE RELIABILITY OF MATERIALS THAT OTHERS PROVIDE, AND OVER WHICH WE HAVE NO CONTROL AND ARE NOT RESPONSIBLE. Users and Entities may have other statutory rights, but any such rights shall be limited to the minimum length and extent required by applicable law.

DISCLAIMER OF CONSEQUENTIAL DAMAGES

TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT AND UNDER NO THEORY (TORT, CONTRACT, BREACH OF WARRANTY OR OTHERWISE) WILL ANY INTELLICENTRICS PARTY BE LIABLE FOR ANY DAMAGES WHATEVER (INCLUDING INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST OR INACCURATE DATA OR BUSINESS INTERRUPTION), RESULTING FROM USE OF THE PLATFORM OR INABILITY TO USE IT, WHETHER OR NOT INTELLICENTRICS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LIMITATION OF LIABILITY

TO THE FULL EXTENT PERMITTED BY LAW, INTELLICENTRICS PARTIES' MAXIMUM LIABILITY TO YOU ARISING OUT OF OR RELATING DIRECTLY OR INDIRECTLY TO THE PLATFORM, REGARDLESS OF CAUSE OF ACTION (TORT, CONTRACT, BREACH OF WARRANTY OR OTHERWISE), WILL IN NO EVENT AND UNDER NO THEORY EXCEED THE LESSER OF a) THE AMOUNT PAID BY THE RESPECTIVE PARTY TO INTELLICENTRICS DURING THE YEAR PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR b) US $100.

Limitations of the Essence. THE PARTIES AGREE THAT THESE LIMITATIONS ARE OF THE ESSENCE OF THIS AGREEMENT AND ARE A REASONABLE, BARGAINED-FOR, AGREEABLE ALLOCATION OF RISK WITHOUT WHICH THE PLATFORM COULD NOT BE PROVIDED, AND THAT THESE LIMITATIONS SHALL APPLY TO ALL CLAIMS RELATED TO THE TERMS OR TO THE RELATIONSHIP AMONG THE PARTIES, EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

INDEMNITY

USERS AND ENTITIES AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS INTELLICENTRICS PARTIES OF, FROM, AND AGAINST ANY DEMANDS, CLAIMS, LOSSES, OR EXPENSES, INCLUDING LEGAL AND ACCOUNTING FEES, ALLEGING OR ARISING FROM OR RELATING DIRECTLY OR INDIRECTLY TO:

  • THE PARTIES'S USE OF THE PLATFORM, INCLUDING YOUR RELIANCE ON ANY DOCUMENT OR DATA ON OR MISSING FROM THE PLATFORM;
  • ACTS OR OMISSIONS OF YOUR AUTHORIZED AGENT(S);
  • BREACH OR ALLEGED BREACH OF ANY OF THE TERMS;
  • PURCHASE OR USE OF ANY THIRD-PARTY VENDORS GOODS OR SERVICES; OR
  • ANY ACTION WE TAKE TO MANAGE THE PLATFORM, INCLUDING TO INVESTIGATE A SUSPECTED VIOLATION OF THESE TERMS OR AS A RESULT OF CONCLUDING THAT A VIOLATION HAS OCCURRED.

We will notify a User or Entity promptly of any claim, action or proceeding, and will cooperate with the applicable party in the defense provided that we may participate in it through counsel of our choice at our cost. No User or Entity shall settle any claim without our prior consent, which we will not withhold unreasonably.

TERM AND TERMINATION

Term. The term of Platform access for each User or Entity shall begin as of the date the User or Entity has registered and obtained a User Account on the Platform, and shall continue until terminated. The term of a Subscription is one (1) year, beginning when we receive the Subscriber's payment for the Subscription. (Subscribers may elect to renew their Subscriptions automatically. We will send the Subscriber notice at least thirty (30) days, but no more than sixty (60) days, in advance of the renewal date, reminding the Subscriber of the upcoming renewal date and providing information on how not to renew if the Subscriber so wishes.)

Termination. We may terminate this Agreement and a User's ability to use or access the Platform at any time, for any reason, and without prior notice. A User or Entity may also terminate this Agreement at any time, for any reason, by (1) notifying us by email addressed to customer.service.us@intellicentrics.com, (2) discontinuing all access and use of the Platform, (3) returning any materials belonging to us, and (4) destroying all Content (including all copies and installations) obtained from it (except to the extent you must or may retain it under applicable law). In addition, third party(ies) who control a User's or Entitie's access or use of the Platform, Facilities to which you seek admittance, and Third-Party Vendors may each terminate User or Entity access or use with respect to themselves, according to their own policies. We may terminate this Agreement and an Entity’s ability to use or access the Platform at any time and for any reason upon sixty (60) day’s prior notice. If an Entity breaches these Terms and the breach is not cured within thirty (30) days of receipt of notice thereof, we may immediately terminate the Entity’s use and access to the Platform without further notice.

Events upon Termination. Upon expiration or termination, a User or Entity shall no longer access or use the Platform, except as may be required by law. We may retain Content for our legitimate purposes. Terms relating to ownership, confidentiality, your representations and warranties, our disclaimers, limitations of liability, indemnification, governing law and venue, dispute resolution, and such other provisions as by their terms or nature should survive expiration or termination, shall so survive.

ONLINE PAYMENT

We only accept payments online, through a service provided by Zuora, Inc. We are not affiliated with Zuora and do not control it. IntelliCentrics Parties shall not be liable for any errors or omissions by Zuora, including interception or disclosure of your personal information. Zuora's service is subject to its Privacy Policy, currently available at https://www.zuora.com/privacy-statement/.

DISPUTE RESOLUTION

This Agreement and the relationship among a User or Entity and IntelliCentrics Parties are to be governed and construed according to Texas and United States law, without regard to conflicts of law. Any dispute arising hereunder or relating directly or indirectly to IntelliCentrics Parties' relationship with User or Entity must be filed within one (1) year after the cause of action arose, and shall be resolved solely in the state or federal courts located in and for Denton County or Dallas County, Texas. By accessing this Platform, a User or Entity expressly consent to the jurisdiction and venue of those courts and waive any objections based on inconvenience or otherwise. Informal Resolution. Before beginning any legal action, Users or Entities must first make a good faith effort to resolve the matter informally for at least 30 days after providing us notice of the dispute at customer.service.us@intellicentrics.com. Jury Waiver. TO THE FULL EXTENT PERMITTED BY LAW, EACH USER OR ENTITY HEREBY WAIVES TRIAL BY JURY OF ANY DISPUTE RELATING DIRECTLY OR INDIRECTLY TO THE RELATIONSHIP BETWEEN THE APPLICABLE PARTY AND ANY INTELLICENTRICS PARTY. Attorney's Fees. If any IntelliCentrics Party must enforce or defend its rights under this Agreement or otherwise, it shall be entitled to recover its reasonable attorneys' fees and expenses incurred. Class Action Waiver. EACH USER OR ENTITY AGREES TO RESOLVE ANY DISPUTE WITH ANY INTELLICENTRICS PARTY ONLY ON AN INDIVIDUAL BASIS, IN AN INDIVIDUAL CAPACITY, AND NOT FOR OR WITH ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

MISCELLANEOUS

No joint venture, partnership, fiduciary, or agency relationship exists between any IntelliCentrics Party and any User or Entity, and nothing in these Terms or any other documentation referenced herein shall be construed to create such a relationship. No User or Entity has any authority whatsoever to make any statement, representation, or commitment of any kind on behalf of any IntelliCentrics Party, to bind any IntelliCentrics Party to the performance of any duty, or to accept any responsibilities on behalf of any IntelliCentrics Party. If any of these Terms is determined to be void or unenforceable, it will be deemed severed and the rest will continue to be enforceable. This is the entire agreement relating to the subject matter herein and may not be modified except in writing signed by IntelliCentrics.

2021/04/27