Terms of Use

We all play a role in providing a SEC3URE healthcare experience. The potential for risk permeates all aspects of healthcare and affects provider organizations, facility management and visitors. IntelliCentrics is a community of professionals, patients, their families, and facilities, working together to achieve quality healthcare.  A SEC3URE experience is when everyone, including the patient, understands and actively participates in providing care.

Facilities utilizing IntelliCentrics’ SEC3URE Platform create an environment with standards for the highest level of compliance at the lowest possible cost. Partnering with IntelliCentrics reflects a mutual and ongoing commitment towards patient safety and security by connecting compliance with highly effective management of people, premises, and protocols for all roles in a facility.  To that effect, these Terms of Use lay the foundation to allow every person working at or visiting a healthcare facility to proactively interact synergistically to improve quality patient care.

PURPOSE OF THIS AGREEMENT

These Terms of Use (this “Agreement”) contain the terms and conditions upon which all users of the SEC3URE Platform (as defined below) are permitted to access and utilize one or more components of the integrated suite of technology and services of IntelliCentrics, Inc. (“IntelliCentrics”), including, but not limited to, the SEC3URE website at http://intellicentrics.com, any application program interface with third party websites, and mobile applications, equipment, or devices used to interact with the SEC3URE website (collectively, the SEC3URE Platform”). Please read this Agreement carefully. By clicking on the: “I AGREE TO TERMS OF USE,” you expressly acknowledge that you have read and understood this Agreement and that you agree to abide by the terms and conditions of this Agreement.

DEFINITION OF USER ROLES

The following are primary user roles of the SEC3URE Platform. This is not a comprehensive list of all potential users of the SEC3URE Platform, but rather a list of the primary user roles. All users of the SEC3URE Platform, regardless of user role, shall be referred to herein individually as a “User” and collectively, as the “Users”.

FACILITY AUTHORIZED USER: Any User at a Facility (as defined herein) who is responsible for the administrative functionality of the Facility, including but not limited to, the administrative and communication tasks related to interacting with all user groups and user account management (e.g., adding, modifying and deleting) for the Medical Staff and General Staff. For purposes of this Agreement, a “Facility” is defined as any physical site that is owned or operated by a party (each, a “Subscriber”) who has entered into a SEC3URE Subscription Agreement (the “Subscription Agreement”) with IntelliCentrics.

MEDICAL STAFF USER: Any User who is a licensed clinical practitioner or other practitioner privileged through the organized medical staff process of a Facility that are subject to the Facility’s medical staff bylaws.

GENERAL STAFF USER: Any User at a Facility undertaking employment or contracting status, including, but not limited to, current employees and contractors of a Facility in the roles of Non-Medical Staff, Allied Health Professionals, Non-Clinical Staff, Administrative Staff, and Volunteers.

HEALTHCARE INDUSTRY REPRESENTATIVE (“HCIR”): Any User who has a third-party relationship with a Facility, who sells, delivers and/or supports products and services for use and consumption by the Facility.

PATIENT VISITOR: Any individual who is visiting a facility for the purpose of being with, and supporting, a patient of the Facility.

PROXY: Any individual who has been voluntarily appointed by another User to be the authorized agent of such other User’s account with authority to submit and upload on the SEC3URE Platform and on such other User’s behalf all information, including sensitive personal and individually identifiable information, as is required by a Facility for credentialing and privileging purposes. A Proxy may be appointed by any member of the Medical Staff, any member of the General Staff or any HCIR.

REGISTRATION

Each User of the SEC3URE Platform shall be required to register and obtain an appropriate user account on the SEC3URE Platform, in accordance with the requirements set forth in this Agreement. To that end, you shall not provide incomplete, false, or misleading information as part of your registration or other information provided to IntelliCentrics or to others in connection with your participation on the SEC3URE Platform Interactive Areas (as defined herein).

USER ACCOUNT

Each individual who requests access as a User of the SEC3URE Platform will be assigned a username and password that is unique to such individual. You shall not provide incomplete, false, or misleading information as part of your SEC3URE Platform registration. You, as the accessing individual, are responsible for maintaining the confidentiality of the username and password and for all activities that occur under your username and password. You shall notify IntelliCentrics of any unauthorized use of your username and password or any other breach of security on the SEC3URE Platform of which you become aware.

You acknowledge and agree that IntelliCentrics may take reasonable measures as necessary to verify the accuracy and completeness of any information that is submitted for or on your behalf to the SEC3URE Platform. Such measures may include contacting you to verify submitted information or to obtain additional information needed to ensure accuracy of your information.

TERM OF USER ACCESS

Unless otherwise provided herein, the term of SEC3URE Platform access for Users shall be subject to the policies of each Facility, and further subject to IntelliCentrics’ ability to terminate a User’s access to the SEC3URE Platform at any time, and without notice, in accordance with this Agreement.

FINANCIAL TERMS

FOR FACILITY USERS: Facility Users, including but not limited to Facility Authorized Users, General Staff Users, Medical Staff Users, and Proxies appointed by any Facility User are subject to the terms set forth in the Subscription Agreement governing the applicable Facility. Facility User access shall commence and continue in accordance with the terms and conditions of the Subscription Agreement. Facility subscription fees are paid by the subscribing entity on behalf of the Facility Users who are permitted to use and access the SEC3URE Platform. All payments shall be made by each subscribing entity to IntelliCentrics in accordance with the terms of the Subscription Agreement.

FOR HEALTHCARE INDUSTRY REPRESENTATIVES: An HCIR’s credentialing subscription to the SEC3URE Platform shall be valid for a period of one (1) calendar year (each one-year period, an “Access Term”). Multiyear Access Terms are not available and checks are not accepted for payment at this time. HCIRs may request a full payment refund from IntelliCentrics within thirty (30) calendar days of payment for an HCIR’s initial Access Term, provided there is no evidence of any activity in an HCIR’s account during such 30-day period. After thirty (30) calendar days from the date of payment to IntelliCentrics for an Access Term, no partial or full refund option is available to an HCIR. IntelliCentrics may, in its sole discretion, increase or decrease the HCIR access fees to the SEC3URE Platform at any time; provided, however, that no such change in fees will affect any existing Access Term, and any change in fee will apply solely to new (or renewed) Access Terms.

FOR ALL USERS AND PROXIES: For any applicable User or Proxy accessing or using IntelliCentrics’ online payment service, such User or Proxy agrees to be bound by all applicable terms and conditions. IntelliCentrics may modify the terms and conditions at any time, with or without notice. An online payment option is provided to applicable Users and Proxies to facilitate payment of a User’s access to the SEC3URE Platform. All Users and Proxies, as applicable, will receive a confirmation once payment has been received by IntelliCentrics. If IntelliCentrics, in its sole discretion, utilizes an online third party payment service to process payments, such online payments made by a User or Proxy will be subject to the availability, security, privacy policies, and terms and conditions of such third party payment services. IntelliCentrics shall not be liable for any deficiencies in the accuracy, completeness, availability, privacy, security, or timeliness of payment information sent via such third party payment service. Further, IntelliCentrics’ shall not be liable for any breach of a User’s or Proxy’s personal or credit card information resulting from the interception of such information during online payment transmission. Each User and Proxy, as applicable, expressly acknowledges and agrees that use of a third party online payment service is at such User’s and Proxy’s sole risk. Each User and Proxy, as applicable, expressly acknowledges and agrees that he or she will not intentionally provide false information when accessing or using any IntelliCentrics’ online payment service.

PRIVACY

Except as otherwise specified herein, information entered into the SEC3URE Platform by any User, including demographic information about a User, will remain confidential and is subject to IntelliCentrics’ privacy policy (“Privacy Policy”). For more information, see our Privacy Policy on the SEC3URE Platform, which Privacy Policy is fully incorporated herein by this reference.

TERMINATION

IntelliCentrics has the right to terminate your ability to use or access the SEC3URE Platform at any time without notice to you. You may terminate the requirements under this Agreement at any time by (1) discontinuing all use of and ceasing to access or upload to the SEC3URE Platform, and (2) destroying all Content (as defined herein) obtained from the SEC3URE Platform, if any, including, without limitation, all copies and installations thereof, whether made under this Agreement or otherwise, unless the preservation of any Content by a User is required or permitted by applicable federal or state law. Except as expressly required or permitted by applicable law, upon termination, Users shall no longer use or maintain any Content obtained from the SEC3URE Platform, or any copies thereof, whether made under this Agreement or otherwise. IntelliCentrics will not be liable for any damages of any nature suffered by any party to a Subscription Agreement, Facility, User or any third party resulting in whole or in part from IntelliCentrics' exercise of its rights under this Agreement.

THIRD PARTY AUTHORIZATION BY USER

Throughout the duration of a User’s registration and account access to the SEC3URE Platform, each User hereby acknowledges, agrees, and authorizes IntelliCentrics and its account administrators to access and manage such User’s SEC3URE Platform registration and account, including, but not limited to, submitting and updating User information and notifying a User, a User’s Proxy and/or a Facility of information that is required to establish or renew a User’s access to the SEC3URE Platform or a Facility. Each User understands and acknowledges that IntelliCentrics and its account administrators will have access to user account information, including, but not limited to any information that is submitted by or on behalf of a User on the SEC3URE Platform. Further, each User acknowledges and understands that IntelliCentrics and its account administrators have the right to disable any User’s SEC3URE Platform account or registration, as determined reasonable and necessary within the sole discretion of IntelliCentrics. Each User expressly holds IntelliCentrics and its account administrators harmless for any and all actions, liabilities, losses, claims, costs, and expenses related to, or the result of, any acts or omissions by IntelliCentrics or its account administrators related to any User’s SEC3URE Platform registration, account, or access. This third party authorization shall remain in effect for so long as a User has access to the SEC3URE Platform and shall automatically renew upon any renewal of or update to a User’s SEC3URE Platform registration or account.

RESTRICTIONS ON USE OF MATERIALS

Unless otherwise noted in this Agreement, all materials and information, including, without limitation, all text, data, graphics, images, illustrations, designs, icons, photographs, audio, and video, that are part of the SEC3URE Platform (collectively, the “Content”) are owned by IntelliCentrics and protected by copyright and applicable confidentiality laws, the rights to which are enjoyed by IntelliCentrics. Each User shall abide by all additional copyright notices, information, or other restrictions contained in any Content accessed through the SEC3URE Platform.

Certain Content is owned by one or more third parties (“Third-Party Content”) and is made available on the SEC3URE Platform pursuant to a limited license granted to IntelliCentrics by the respective third party. Each User acknowledges and agrees to comply with the terms of use and privacy policies of such third-parties as may be applicable to Third-Party Content.

No content from the SEC3URE Platform may be copied, reproduced, framed, hyperlinked, republished, downloaded, uploaded, posted, transmitted, or distributed in any way without the prior written consent of IntelliCentrics. Each User shall only be permitted to access and use the SEC3URE Platform as described in this Agreement, and no other use is permitted without the prior written consent of IntelliCentrics. Use of any robot, spider, other automatic device, or manual process to monitor or copy the pages on the SEC3URE Platform or the Content is strictly prohibited. Unauthorized modification of the Content or use of the Content for any unauthorized purpose is a violation of IntelliCentrics’ copyright and other proprietary rights. For purposes of this Agreement, the use of any Content on any unauthorized or networked computer environment is prohibited.

Specific User roles may have additional permissions to view and access materials on the SEC3URE Platform. Facility Authorized Users have the right or ability to access or use information about individuals who access the Facility and whose information is maintained on the SEC3URE Platform. A Facility User Proxy and HCIR Proxy each have the right or ability to access and manage the user accounts for which they are an authorized Proxy as specified in the section herein titled “APPOINTMENT OF PROXY BY USER.”

APPOINTMENT OF PROXY BY USER

Any User, who is required, pursuant to a Facility’s policies and procedures, to complete certain credentialing and privileging procedures of a Facility, is permitted to voluntarily appoint an authorized agent (a “Proxy”) to submit and upload on the SEC3URE Platform, on the User’s behalf, all such information, including sensitive personal and individually identifiable information, as is required by a Facility for credentialing and privileging purposes. The appointment and authorization granted to a Proxy shall be memorialized by each User on the SEC3URE Platform through electronic signature or attestation by the User. Such authorization granted to a Proxy shall remain effective for a period of twelve (12) calendar months from the effective date of the initial authorization (the “Appointment Period”). Upon the expiration of the Appointment Period, the User is required to (a) re-appoint, by electronic signature or attestation, the prior Proxy of such User, (b) appoint or designate a new Proxy, or (c) proceed in the management of such User’s account without a Proxy. Appointment of a Proxy is at the sole discretion of the User.

As a User that has appointed a Proxy, you acknowledge and agree that you have voluntarily granted to your Proxy the right and authority to obtain, review, submit, and upload to the SEC3URE 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 Proxy. You have the right, at any time, to terminate the rights and access privileges granted to your Proxy or to discontinue and disable your account to the SEC3URE Platform, which includes the termination of rights and privileges granted to your Proxy. Similarly, IntelliCentrics has the right to terminate your account or terminate the rights and privileges of your Proxy to access your account in accordance with IntelliCentrics’ policies and procedures.

PROXY ACKNOWLEDGEMENT AND CONSENT TO ACCEPT APPOINTMENT

Each Proxy is required to obtain his or her own SEC3URE Platform account username and password in accordance with the requirements set forth above in the section titled “USER ACCOUNT.”

As a Proxy of a User, by accepting this Agreement, you acknowledge that you have been appointed as a Proxy of a User, agree to accept such appointment, and understand that you have been granted authorized access and management rights to the SEC3URE Platform user account of the appointing User. Such account access and account management includes, but is not limited to, submitting and updating information on the SEC3URE Platform on behalf of the User as may be required for such User’s initial and continued access to a Facility, and collecting, submitting, and uploading certain information about such User, including demographic information, personal information required for Facility credentialing or privileges, as applicable, and other information as may be required by a Facility. The authorization granted to a Proxy by a User shall remain effective for the Appointment Period (as defined above). Upon the expiration of the Appointment Period, a Proxy is required to acknowledge and accept, in accordance with this Agreement, any re-appointment as Proxy for a User.

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 a Proxy on behalf of the appointing User. You have the right, at any time, to discontinue your access and management of an appointing User’s SEC3URE PLATFORM user account and to terminate your status as a Proxy. Similarly, IntelliCentrics and the applicable appointing User also have the right to disable your user account and terminate your status as a Proxy. By clicking on the: “I AGREE TO TERMS OF USE,” you expressly agree to abide by all the terms and conditions of this Agreement that pertain to all Users and to you as a Proxy of a User.

DISCLAIMER

INTELLICENTRICS DOES NOT WARRANT THAT THE SEC3URE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. EXCEPT AS SET FORTH HEREIN, INTELLICENTRICS SPECIFICALLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SEC3URE PLATFORM AND THE CONTENT, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SEC3URE PLATFORM. ALL CONTENT OF THE SEC3URE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS PROVIDED IN THIS AGREEMENT, USE OF THE SEC3URE PLATFORM IS AT USER’S SOLE RISK. THE CONTENT MAY CONTAIN CONTENT UPLOADED BY INDIVIDUAL USERS. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT OR AS SPECIFIED IN ANY ANCILLARY AGREEMENT WITH A USER, NO CONTENT HAS BEEN OR WILL BE REVIEWED BY INTELLICENTRICS, AND EACH USER EXPRESSLY UNDERSTANDS AND AGREES THAT USER IS SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF CONTENT. INTELLICENTRICS AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR, AND MAKE NO WARRANTY OR REPRESENTATION AS TO, THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY, OR USEFULNESS OF ANY CONTENT NOT OTHERWISE REQUIRED TO BE REVIEWED BY INTELLICENTRICS OR ITS AFFILIATES PURSUANT TO THE EXPRESS TERMS AND CONDITIONS OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT BETWEEN A USER AND INTELLICENTRICS. INTELLICENTRICS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED ON THE SEC3URE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SEC3URE PLATFORM OR THE SERVER(S) THAT MAKES THE SEC3URE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. INTELLICENTRICS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CONTENT ON THE SEC3URE PLATFORM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. USERS (AND NOT INTELLICENTRICS) ASSUME THE ENTIRE COST OF ACQUIRING AND/OR POSTING ANY INFORMATION THAT USERS PROVIDE TO INTELLICENTRICS.

LIMITATION OF LIABILITY

IN NO EVENT IS INTELLICENTRICS LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT RESULT IN ANY WAY FROM A USER’S USE OR INABILITY TO USE THE SEC3URE PLATFORM, A USER’S RELIANCE ON OR USE OF INFORMATION PROVIDED ON OR THROUGH THE SEC3URE PLATFORM, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR FACILITY ACCESS, OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE. IN NO EVENT WILL INTELLICENTRICS' TOTAL LIABILITY, IF ANY, TO ANY USER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT, IF ANY, PAID BY A USER TO INTELLICENTRICS FOR ACCESSING THE SEC3URE PLATFORM.

INDEMNIFICATION

BY USING THE SEC3URE PLATFORM, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD INTELLICENTRICS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SEC3URE PLATFORM , OR ANY ACTION TAKEN BY INTELLICENTRICS AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS INDEMNIFICATION PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.

CONTENT

The Content contained on the SEC3URE Platform is made available and maintained by IntelliCentrics as a service to Subscribers and the other Users of the SEC3URE Platform. IntelliCentrics does not warrant or guarantee the accuracy, reliability, completeness, or adequacy of the Content or the content of any other website(s) to which the SEC3URE Platform may link. Users of Content from the SEC3URE Platform or the content of any other website(s) to which the SEC3URE Platform may link do so at their own risk. Any unauthorized downloading and distribution of any copyrighted material from this SEC3URE Platform or any other website(s) to which the SEC3URE Platform may link, without the copyright owner's permission, is strictly prohibited.

NON-TRANSFERABILITY

Your right to use the SEC3URE Platform is not transferable. Any password or right given to you to obtain or access information on the SEC3URE Platform is not transferable.

JURISDICTION

The SEC3URE Platform is controlled and operated by IntelliCentrics from its offices in the State of Texas. IntelliCentrics makes no representation that Content on the SEC3URE Platform is appropriate or available for use in other locations. Those who choose to access the SEC3URE Platform from other locations do so on their own initiative and are responsible for establishing the usability or correctness of any information or Content under any or all jurisdictions and the compliance of that information or Content with local laws, if and to the extent local laws are applicable. All Users, including, without limitation, those Users who access the SEC3URE Platform from a country other than the United States, agree that the laws of the State of Texas will govern any dispute arising out of or resulting from IntelliCentrics' control and operation of the SEC3URE Platform and your accessing and use of the SEC3URE Platform, including, without limitation, those arising out of or resulting from IntelliCentrics’ use of personal information or otherwise relating to privacy, as specified in the Privacy Policy.

OTHER PRODUCTS

Any reference made by the SEC3URE Platform to any specific commercial product, process, or service (or provider of such product, process, or service) by trade name, trademark, hyperlink, or otherwise, does not constitute or imply an endorsement, recommendation, or favoring by IntelliCentrics. Content on the SEC3URE Platform may be provided by third parties and Users. Any opinions, advice, statements, services, offers, or other information expressed or made available by third parties, including information providers, reviewers, Subscribers, Users, or others, are those of the respective author(s) or distributor(s) and do not necessarily state or reflect those of IntelliCentrics.

INTERACTIVE AREAS

IntelliCentrics may provide areas on the SEC3URE Platform to which you or others Users can post messages or transmit communications (“Interactive Areas”). As a condition of your use of this service, you warrant to IntelliCentrics that you will not use the Interactive Areas for any purpose that is unlawful or prohibited by this Agreement or the Subscription Agreement. Specifically, you agree not to upload to, distribute through, or otherwise publish through an Interactive Area any content that is libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal, false, or otherwise objectionable that would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise give rise to liability or violate any law. IntelliCentrics reserves the right to deny you access to any part of the SEC3URE Platform or the Interactive Areas in its sole discretion. You are responsible for material that you send to any Interactive Area. IntelliCentrics makes no endorsement, representation, or warranty with respect to statements made by any User in the Interactive Areas.

In general, subject to the terms of the Privacy Policy, IntelliCentrics will not monitor or edit the contents of any Interactive Area unless required in the course of normal maintenance of the SEC3URE Platform and its systems, or unless required to do so by law or in the good-faith belief of IntelliCentrics that such action is necessary to: (1) comply with the law or comply with legal process served on the SEC3URE Platform; (2) protect and defend the legitimate business interests, rights, or property of IntelliCentrics, its Subscribers, Users, advertisers, sponsors, or affiliates; (3) enforce this Agreement, which may include communications with, or disclosures to, you, your employer (if authorized) or a Subscriber to facilitate compliance; or (4) act in an emergency to protect the personal safety of our guests or the public. Subscribers and other Users will remain solely responsible for the content of their communications. IntelliCentrics has the right, but not the obligation, to monitor and edit or remove any content, messages, or other communications that are posted in an Interactive Area.

By uploading materials to any Interactive Area or submitting any materials to the SEC3URE Platform, you automatically grant (or warrant that the owner of such rights has expressly granted) IntelliCentrics a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, and distribute such materials or incorporate such materials into any form, medium, or technology now known or later developed throughout the universe.

LINKS TO OTHER WEBSITES AND SERVICES

To the extent that the SEC3URE Platform contains links to outside services and resources, IntelliCentrics does not control the availability and content of those outside services and resources. Any concerns regarding any such service or resource, or any link thereto, should be directed to the particular service or resource.

REVISION

IntelliCentrics reserves the right, in its sole discretion, to change, modify, add, or remove portions of this Agreement at any time. Please check this Agreement periodically for changes. Your continued access or use of the SEC3URE Platform following the posting of changes to this Agreement will be deemed to be your conclusive acceptance of any changes to this Agreement.

OTHER

This Agreement is governed by and must be construed in accordance with the laws of the State of Texas, without regard to conflicts of law doctrines except to the extent that certain matters may be preempted by federal law. You agree that no joint venture, partnership, employment, or agency relationship exists between IntelliCentrics and you as a result of this Agreement, any ancillary agreement you may have with IntelliCentrics, or your use of the SEC3URE Platform. You also agree that any action at law or in equity arising out of or relating to this Agreement will be filed only in the state or federal courts in the jurisdiction serving Denton County, Texas; and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. If any provision of this Agreement is determined to be unlawful, void, or for any reason unenforceable, then that provision will be deemed to be severable from this Agreement and will not affect the validity and enforceability of any remaining provisions. You agree that, regardless of any law or statute to the contrary, any claim or cause of action arising out of or relating to the SEC3URE Platform and this Agreement must be filed within one (1) year after the date the cause of action arose, or be barred as untimely. This is the entire agreement between IntelliCentrics and you relating to the subject matter in this Agreement; and it will not be modified except as provided herein or in writing, signed by IntelliCentrics. To the extent that anything in or associated with the SEC3URE Platform is in conflict or inconsistent with this Agreement, this Agreement will take precedence. IntelliCentrics' failure to enforce any provision of this Agreement will not be deemed to be a waiver of such provision or of the right to enforce such provision.

2016/03/22