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 person 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. "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. An Authorized Agent may also be referred to as a "Corporate Administrator", from time to time. An "Entity" may be any business entity or organization. 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 SEC3URE 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.
Competitors of IntelliCentrics are not authorized to register, access, or use the Platform.
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.
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.
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. 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 email@example.com.
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 agree to hold all such Confidential Information in trust and confidence, and not to 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.
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.
A 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.
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.
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 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.
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, 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 email (firstname.lastname@example.org).
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 current and accurate. You further 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.
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, 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.
As part of the SEC3URE Platform subscription service, IntelliCentrics will provide to Subscribers, 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.
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.
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 twenty-four (24) business hours after we have received them for Processing.
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 for one (1) year. You will have the option to renew your subscription automatically. 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, 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 email@example.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 are solely responsible for making sure that the contents of your Account are always current and accurate. 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.
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.
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.
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 ClearStars 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.)
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.
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.
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.
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.
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. YOU ACKNOWLEDGE THAT THE PLATFORM DEPENDS ON THE RELIABILITY OF MATERIALS WHICH OTHERS PROVIDE, AND OVER WHICH WE HAVE NO CONTROL AND ARE NOT RESPONSIBLE. You may have other statutory rights, but any such rights shall be limited to the minimum length and extent required by applicable law.
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.
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 YOU PAID 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.
YOU 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:
We will notify you promptly of any claim, action or proceeding, and will cooperate with you in the defense provided that we may participate in it through counsel of our choice at our cost. You agree not to settle it without our prior consent, which we will not withhold unreasonably.
Term. The term of Platform access for each User shall begin as of the date the User 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 your ability to use or access the Platform at any time, for any reason, and without prior notice. You also may terminate this Agreement at any time, for any reason, by (1) notifying us by email addressed to firstname.lastname@example.org, (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 your access or use of the Platform, Facilities to which you seek admittance, and Third-Party Vendors may each terminate your access or use with respect to themselves, according to their own policies.
Events upon Termination. Upon expiration or termination, you 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.
This Agreement and the relationship among you 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 you 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. You 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, you agree first to make a good faith effort to resolve the matter informally for at least 30 days after providing us notice of the dispute at email@example.com. Jury Waiver. TO THE FULL EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE TRIAL BY JURY OF ANY DISPUTE RELATING DIRECTLY OR INDIRECTLY TO THE RELATIONSHIP BETWEEN YOU 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. YOU AGREE 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.
No joint venture, partnership, fiduciary, or agency relationship exists between any IntelliCentrics Party and you. 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.