Terms of Use

We all play a role in providing a 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 experience is when everyone, including the patient, understands and actively participates in providing care.

Facilities utilizing the IntelliCentrics’ 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

This Terms of Use Agreement (this “Agreement”) contains the terms and conditions upon which all Users of the Platform 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 website at http://intellicentrics.com, any application program interface with third-party websites, and mobile applications, equipment, or devices used to interact with the website (collectively, the “ 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.

GENERAL DEFINITIONS

For purposes of this Agreement, the following definitions shall apply:

“Authorized Agent” means any individual or entity that has accepted appointment by a User to be an authorized agent of such User’s account with authority to submit and upload on the Platform, on the User’s behalf, any all documents or information, including, but not limited to, sensitive personal and individually identifiable information, as required by a Facility’s policies or procedures.

“Content” means all materials and information, including, without limitation, all text, data, graphics, images, illustrations, designs, icons, photographs, audio, and video that are part of the Platform.

“Facility” means each 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.

“User” means an individual or entity that registers on, or is otherwise granted access to, the Platform.

REGISTRATION

Each User of the Platform shall be required to register and obtain an appropriate User account (“User Account”) on the 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 Platform Interactive Areas (as defined herein).

USER ACCOUNT

Each individual who requests access as a User of the 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 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 access or use of your username, password, User Account, or any other breach of security on the 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 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 Platform access for each User shall begin as of the date the User has registered and obtained a User Account on the Platform.  Each User’s access to the Platform shall be subject to the policies of the respective Facility and further subject to IntelliCentrics’ ability to terminate a User’s access to the Platform at any time, and without notice, in accordance with this Agreement.  Your ability to access the Platform shall commence upon registration of your User Account and shall continue in accordance with the terms and conditions of this Agreement and the policies and procedures of the respective Facility.

PRIVACY

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

TERMINATION

You acknowledge and agree that IntelliCentrics has the right to terminate your ability to use or access the Platform at any time without notice to you.  You may terminate the requirements under this Agreement at any time by (1) providing written notice to IntelliCentrics via certified mail at 1420 Lakeside Parkway #110, Flower Mound, TX 75028; (2) discontinuing all use of and ceasing to access or upload to the Platform; and (3) destroying all Content (as defined herein) obtained from the 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 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 Facility, User, Authorized Agent, or any third party resulting in whole or in part from IntelliCentrics’ exercise of its rights under this Agreement.

The following provisions of this Agreement shall survive the termination of this Agreement for any reason: Privacy, TERMINATION, RESTRICTIONS ON USE OF MATERIAL, DISCLAIMER, LIMITATION OF LIABILITY, INDEMNIFICATION, NON-TRANSFERABility, JURISDICTION, links to other websites and services, governing law, dispute resolution, AND other.

THIRD PARTY AUTHORIZATION BY USER

Throughout the duration of a User’s registration and account access to the Platform, each User hereby acknowledges, agrees, and authorizes IntelliCentrics and its account administrators to access and manage such User’s Platform registration and User Account, including, but not limited to, submitting and updating User information and notifying a User, a User’s Authorized Agent, or a Facility of information that is required to establish or renew a User’s access to the 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 Platform.  Further, each User acknowledges and understands that IntelliCentrics and its account administrators have the right to disable any User’s Platform User 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 Platform registration, User Account, or access.  This third party authorization shall remain in effect for so long as a User has access to the Platform and shall automatically renew upon any renewal of or update to a User’s Platform registration or User Account.

RESTRICTIONS ON USE OF MATERIALS

Unless otherwise noted in this Agreement, all Content on the Platform is and shall be 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 Platform.

Certain Content may be owned by one or more third parties (“Third-Party Content”) and made available on the 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 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 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 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.

Authorization and ability to view and access certain materials on the Platform may vary depending on the specific User’s role and responsibilities in connection with the Platform.

APPOINTMENT OF AUTHORIZED AGENT BY USER

A User may voluntarily appoint one or more Authorized Agent(s) to submit and upload on the Platform, on the User’s behalf, all such information, including sensitive personal and individually identifiable information, as is required by a Facility’s policies and procedures.  The appointment and authorization granted to an Authorized Agent shall be memorialized by each User on the Platform through electronic signature or attestation by the User.  Unless otherwise terminated in accordance with this Agreement, authorization granted to an Authorized Agent shall remain effective for a period of twelve (12) calendar months from the effective date of the initial authorization (“Appointment Period”).  Upon the termination or expiration of the Appointment Period, the User may (a) re-appoint, by electronic signature or attestation, the prior Authorized Agent of such User, (b) appoint or designate a new Authorized Agent, or (c) proceed in the management of such User’s Account without an Authorized Agent.  Appointment of an Authorized Agent is at the sole discretion of the User and such appointment may be terminated by the User at any time.

As a User that 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 have the right, at any time, to terminate the rights and access privileges granted to your Authorized Agent or to discontinue and disable your account to the Platform, which includes the termination of rights and privileges granted to 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 AGENT ACKNOWLEDGEMENT AND CONSENT TO ACCEPT APPOINTMENT

Each Authorized Agent is required to register and obtain a unique Platform account username and password in accordance with the requirements set forth above in the section titled “USER ACCOUNT.”

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 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 Platform on behalf of the User as may be required for such User’s initial and/or continued access to a Facility, and collecting, submitting, and uploading certain information about such User, including demographic information, personal information required by a Facility’s policies and procedures, as applicable, and other information as may be required by a Facility.  The authorization granted to an Authorized Agent by a User shall remain effective for the Appointment Period (as defined above).  Upon the expiration of the Appointment Period, an Authorized Agent is required to acknowledge and accept, in accordance with this Agreement and subject to the applicable User’s re-appointmetment, any re-appointment as an Authorized Agent 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 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 the applicable appointing User also have the right to terminate your status as an Authorized Agent.  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 an Authorized Agent of a User.

DISCLAIMER

INTELLICENTRICS DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.  EXCEPT AS SET FORTH HEREIN, INTELLICENTRICS SPECIFICALLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE 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 PLATFORM.  ALL CONTENT OF THE 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 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 PLATFORM  WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVER(S) THAT MAKES THE 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 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 PLATFORM, A USER’S RELIANCE ON OR USE OF INFORMATION PROVIDED ON OR THROUGH THE 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 PLATFORM.

INDEMNIFICATION

BY USING THE 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 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 Platform is made available and maintained by IntelliCentrics as a service to each Facility, its owner(s) and other Users of the 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 Platform or the content of any other website(s) to which the Platform may link do so at their own risk.  Any unauthorized downloading and distribution of any copyrighted material from this Platform or any other website(s) to which the Platform may link, without the copyright owner’s permission, is strictly prohibited.

NON-TRANSFERABILITY

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

JURISDICTION

The Platform is controlled and operated by IntelliCentrics from its offices in the State of Texas.  IntelliCentrics makes no representation that Content on the Platform is appropriate or available for use in other locations.  Those who choose to access the 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 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 Platform and your accessing and use of the 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 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 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, 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 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.  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 Platform or the Interactive Areas in its sole discretion.  Each User is responsible for material that the User sends or contributes 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 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 Platform; (2) protect and defend the legitimate business interests, rights, or property of IntelliCentrics, its Users, advertisers, sponsors, contractors, customers, or affiliates; (3) enforce this Agreement, which may include communications with, or disclosures to, you, your employer (if authorized) or a Facility to facilitate compliance; or (4) act in an emergency to protect the personal safety of our guests or the public.  Each User is and will remain solely responsible for the content of their communications.  You acknowledge and agree that 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 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 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 any portions of this Agreement at any time.  Please check this Agreement periodically for changes.  Your continued access or use of the Platform following the posting of changes to this Agreement will be deemed to be your conclusive acceptance of any changes to this Agreement.

GOVERNING LAW

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 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. 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 Platform and this Agreement must be filed within one (1) year after the date the cause of action arose, or be barred as untimely.

DISPUTE RESOLUTION

You and IntelliCentrics hereby acknowledge and understand that in addition to any other applicable provision in this Agreement, before initialing any legal proceeding in connection with any dispute, claim, or controversy arising from or out of or relating to this Agreement or an alleged breach hereof, you agree to first make a good faith effort to informally resolve the matter with IntelliCentrics for at least 30 days after providing IntelliCentrics notice of the matter.  If a satisfactory resolution does not arise from informal discussions or other appeals mechanisms established by IntelliCentrics, any such legal proceeding, dispute, claim, or controversy shall be subject to the terms, conditions, and imitations of the GOVERNING LAW provisions of this Agreement.

You agree and understand that IntelliCentrics and you will resolve any disputes, claims, or controversies on an individual basis, and that any claims brought under this Agreement in connection with the Platform will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding. IntelliCentrics and you further agree that IntelliCentrics and you shall not participate in any consolidated, class, or representative proceeding (existing or future) brought by any third party arising under this Agreement or in connection with the Platform.

Nothing in this section shall prevent either party from electing to terminate this Agreement in accordance with its TERMINATION provisions.

OTHER

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 Platform. 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.  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 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.

SUPPLEMENTAL TERMS (APPLICABLE ONLY AS NOTED IN EACH SECTION BELOW)

TO THE EXTENT ANY CONFLICT ARISES BETWEEN THE TERMS AND CONDITIONS OF AN APPLICABLE SUPPLEMENT AND OTHER TERMS AND CONDITIONS IN THE AGREEMENT, THE TERMS AND CONDITIONS OF THE RESPECTIVE SUPPLEMENT SHALL CONTROL.

BY PURCHASING THE RESPECTIVE SERVICES TO WHICH SUPPLEMENTAL TERMS APPLY, YOU EXPRESSLY ACKNOWLEDGE AND AGREE TO ABIDE BY ALL TERMS AND CONDITIONS OF THE APPLICABLE SUPPLEMENT.

CREDENTIAL VERIFICATION SERVICE

THE FOLLOWING FINANCIAL TERMS AND CONDITIONS SHALL ONLY APPLY TO USERS PURCHASING THE CREDENTIAL VERIFICATION SERVICE FOR PURPOSES OF UTILIZING THE PLATFORM.

Subject to the terms and conditions of this Agreement, the term of a User’s Credential Verification Service (“Credential Verification Service”) shall be for a period of one (1) calendar year (each one-year period, a “Subscription Term”).  The User’s initial Subscription Term shall commence as of the date (1) the User has registered and obtained a User Account on the Platform; and (2) IntelliCentrics has received full payment of the User’s subscription fee (“Subscription Fee”) in accordance with this Agreement.  Multiyear Subscription Terms are not available and checks are not accepted for payment at this time.  A User may request a full payment refund from IntelliCentrics within thirty (30) calendar days of payment for a User’s initial Subscription Term, provided there is no evidence of any activity in a User’s User Account during such 30-day period.  After thirty (30) calendar days from the date of payment to IntelliCentrics for a Subscription Term, no partial or full refund option is available to a User.  Any refund request must be initiated within the 30-day period described in this section by contacting IntelliCentrics by phone at 817-SEC3URE or by email at customerservice.us@intellicentrics.com.

You acknowledge and agree that IntelliCentrics may, in its sole discretion and without prior notice, increase or decrease the User Subscription Fee amount at any time; provided, however, that no such change in the Subscription Fee amount will affect any existing Subscription Term, and any change in the Subscription Fee will apply solely to new (or renewed) Subscription Terms beginning after the effective date of the change in the Subscription Fee.

For any User accessing or using IntelliCentrics’ online payment service, such User agrees to be bound by all terms and conditions to such online payment service.  IntelliCentrics may modify the terms and conditions at any time, with or without notice.  An online payment option is provided to applicable Users to facilitate payment of a User’s Subscription Fee.  All Users that submit an online payment 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 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 personal or credit card information resulting from the interception of such information during online payment transmission.  Each User expressly acknowledges and agrees that use of a third-party online payment service is at such User’s sole risk.  Each User expressly acknowledges and agrees that he or she will not intentionally provide false information when accessing or using any IntelliCentrics’ online payment service.

RADIATION EXPOSURE PACKAGE

THE FOLLOWING RADIATION EXPOSURE PACKAGE SUPPLEMENTAL TERMS SHALL ONLY APPLY TO USERS PURCHASING THE RADIATION EXPOSURE PACKAGE.

THIS RADIATION EXPOSURE PACKAGE SUPPLEMENTAL TERMS (THIS “REP SUPPLEMENT”) CONTAINS ADDITIONAL TERMS AND CONDITIONS, AS DESCRIBED HEREIN, UPON WHICH YOU MAY ACCESS AND USE RADIATION DOSIMETRY INFORMATION AND SERVICES MADE AVAILABLE TO YOU BY INTELLICENTRICS THROUGH THE PLATFORM.

REGISTRATION FOR THE RADIATION EXPOSURE PACKAGE

Upon purchasing and registering for the Radiation Exposure Package, you will receive an assigned wear dosimeter and a control dosimeter.  The Radiation Exposure Package requires you to return and exchange your assigned wear and control dosimeters on a periodic basis, typically each calendar quarter (“Wear Period”).  Each Radiation Exposure Package registered User must provide and maintain an accurate shipping address in such User’s User Account to assure delivery of each dosimeter set.

ACCESS AND USE

A User may access and use the Radiation Exposure Package for a period of one (1) year, beginning on the date IntelliCentrics receives the User’s payment in full for the Radiation Exposure Package.

DOSIMETER SETS

A User’s purchase of the Radiation Exposure Package does not include any ownership rights or title to the dosimeters or any related equipment, parts or components.  The dosimeters provided by IntelliCentrics as part of the Radiation Exposure Package must be returned to IntelliCentrics after each Wear Period for analysis.  If a User does not return to IntelliCentrics any assigned dosimeter at the end of a Wear Period, such User will be subject to a lost dosimeter fee.  A User may replace lost dosimeters at any time through the Platform.

CONSENT TO USE

You are required to return the assigned wear and control dosimeters at the end of each Wear Period.  Upon return of the dosimeters at the end of each applicable Wear Period, the dosimeters will be processed and the radiation exposure results will be automatically uploaded into your User Account.  By purchasing the Radiation Exposure Package, and thereby accepting and agreeing to this REP Supplement, you are consenting to the automatic data upload of your radiation exposure results into your User Account.  Your information provided to and stored by IntelliCentrics is subject to IntelliCentrics’ Privacy Policy as referenced in this Agreement.

FETAL MONITORING

Upon specific notice and request, IntelliCentrics will provide a second, fetal monitor dosimeter on a monthly rotation to Users who are pregnant.  The fetal monitor dosimeter should be worn on the waist of each applicable User and under protective equipment or a protective garment, such as a lead apron.  Any User who is pregnant should consult with such User’s employer to minimize radiation exposure.  Without limiting any other notice or acknowledgement herein, by purchasing the Radiation Exposure Package, and thereby accepting and agreeing to this REP Supplement, you acknowledge, understand and agree that IntelliCentrics is not and shall not be held liable for any data results or health issues that may arise relating to your exposure to radiation, including any exposure or risk of exposure to radiation for Users who are or may become pregnant.

RADIATION EXPOSURE PACKAGE FINANCIAL TERMS

Users may request a refund of payment made for the Radiation Exposure Package within 30 days of purchase.  Refunds are subject to a 30% administrative, processing and restocking for each returned dosimeter set.  Refund requests will be transacted after the returned dosimeter set is received by IntelliCentrics.

INDEMNIFICATION

BY PURCHASING THE RADIATION EXPOSURE PACKAGE YOU EXPRESSLY AGREE TO INDEMNIFY, DEFEND AND HOLD INTELLICENTRICS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS AND LICENSORS, HARMLESS FROM ANY AND ALL LIABILITIES, LOSSES, CLAIMS, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, RELATING TO ANY ACTION INITIATED OR DEFENDED BY YOU WITH RESPECT TO THE RADIATION EXPOSURE PACKAGE DATA OR RESULTS.

THIRD-PARTY VACCINATION SERVICES

THE FOLLOWING VACCINATION SERVICES SUPPLEMENTAL TERMS SHALL ONLY APPLY TO USERS PURCHASING THE THIRD-PARTY VACCINATION SERVICES.

THIS SUPPLEMENTAL TERMS OF USE FOR THIRD-PARTY VACCINATION SERVICES (THIS “VACCINATION SERVICES SUPPLEMENT”) CONTAINS THE ADDITIONAL TERMS AND CONDITIONS, AS DESCRIBED HEREIN, UPON WHICH YOU MAY ACCESS AND USE VACCINATION SERVICES MADE AVAILABLE TO YOU BY INTELLICENTRICS THROUGH THE PLATFORM.

REGISTRATION FOR VACCINATION SERVICES

IntelliCentrics has entered an arrangement with MinuteClinic, L.L.C. (“MinuteClinic”), an independent, third-party walk-in healthcare center, to make routine vaccination services (“Vaccination Services”) available for you, as a User, upon your independent selection of the Vaccination Services through the Platform.

After selecting and remitting payment for Vaccination Services as a User, you will receive a payment and authorization voucher (“Vaccination Voucher”), which may be redeemed at any participating MinuteClinic location in exchanged for Vaccination Services.  Except as expressly set forth in this Vaccination Services Supplement, IntelliCentrics shall not have access to, transfer, or disclose any of your personal information related to the Vaccination Services you receive at a MinuteClinic location.  IntelliCentrics 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.

INFORMATION ON THE MINUTECLINIC DOMAIN IS PROVIDED SOLELY BY MINUTECLINIC AND HAS NOT BEEN VERIFIED OR CONFIRMED BY INTELLICENTRICS. INTELLICENTRICS MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE ACCURACY OF ANY INFORMATION PROVIDED TO YOU BY MINUTECLINIC. INTELLICENTRICS ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE INFORMATION PROVIDED BY YOU TO MINUTECLINIC OR GATHERED BY MINUTECLINIC FOR YOU, NOR DOES INTELLICENTRICS ASSUME ANY RESPONSIBILITY OR LIABILITY FOR THE RESULTS OF THE VACCINATION SERVICES PROVIDED BY MINUTECLINIC TO YOU. ANY AND ALL DISCLAIMERS, LIMITATIONS OF LIABILITY, INDEMNIFICATION, ETC., MADE BY YOU UPON ACCEPTANCE OF THIS VACCINATION SERVICES SUPPLEMENT OR ANY OTHER PROVISION IN THIS AGREEMENT SHALL APPLY TO YOUR ACCEPTANCE OF THIS VACCINATION SERVICES SUPPLEMENT.

ACCESS AND USE

Each Vaccination Voucher shall be valid for redemption for up to ninety (90) days from the date IntelliCentrics receives full payment for the Vaccination Services. In the event you purchase multiple Vaccination Vouchers, each Vaccination Voucher shall be valid for redemption for up to ninety (90) days from the date IntelliCentrics receives full payment for the specified Vaccination Service.

VACCINATION SERVICES FINANCIAL TERMS

Fees for the Vaccination Services, and such payment, is separate from, and in addition to, the Subscription Fee paid by you upon registration with IntelliCentrics. Multiyear payments are not available. Checks are not accepted for payment at this time.  All fees and payments for Vaccination Services or Vaccination Vouchers are non-refundable.

IntelliCentrics may increase or decrease the fee for the Vaccination Services at any time. Such a change will not affect any Vaccination Vouchers purchased prior to the effective date of such a change. Any change in fee will apply for any Vaccination Vouchers for Vaccination Service purchased by a User after the effective date of such a change.

VACCINATION SERVICES CONFIRMATION; AUTHORIZATION

For purposes of authorizing IntelliCentrics to receive any and all confirmation reports from MinuteClinic related to the Vaccination Services in connection with its credentialing services, you must provide MinuteClinic with written authorization to disclose necessary information to IntelliCentrics related to a Vaccination Service. You may provide such authorization by signing and presenting the Vaccination Voucher to MinuteClinic at the time you obtain the Vaccination Services. Pursuant to such authorization, MinuteClinic shall only provide IntelliCentrics with the confirmation date on which the specific vaccine was administered (“Confirmation Date”). The Confirmation Date(s) for each vaccine you receive at a MinuteClinic location using a Vaccination Voucher will be automatically uploaded into your User Account and reflected in relation to the applicable immunization credential requirement. Other than the Confirmation Date, IntelliCentrics shall not request or receive any of your personal information related to the Vaccination Services.

INDEMNIFICATION

YOU EXPRESSLY AGREE TO INDEMNIFY, DEFEND, AND HOLD INTELLICENTRICS HARMLESS FROM ANY AND ALL LIABILITIES, LOSSES, CLAIMS, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, RELATED TO ANY ACTION INITIATED OR DEFENDED BY YOU WITH RESPECT TO MINUTECLINIC, the vaccination services AND any RESULTS therefrom, INCLUDING ANY ADVERSE OR SIDE EFFECTS THAT OCCUR AS A RESULT THERETO.

PRIVACY

Any information received and stored by IntelliCentrics is subject to IntelliCentrics’ Privacy Policy as described in this Agreement.  Any information you provide to MinuteClinic in connection with the Vaccination Services shall be subject to MinuteClinic’s privacy and security policies and procedures.  IntelliCentrics makes no representation or warranty with respect to MinuteClinic’s policies and procedures and shall not be held responsible or liable for any privacy or security breach of your information provided to or otherwise maintained by MinuteClinic.

NON-TRANSFERABILITY

Your right to obtain the Vaccination Services from MinuteClinic is not transferable.

VACCINATION SERVICES; NO WARRANTY

MinuteClinic controls and operates its locations through its headquarters with CVS and CVSHealth. IntelliCentrics makes no representation or warranty that the services, including but not limited to the Vaccination Services, obtained from MinuteClinic are appropriate or available in any or all of its locations. Should you choose to obtain services from MinuteClinic or to access its website, you do so on your 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 obtain services from MinuteClinic from a country other than the United States, expressly acknowledge and agree any disputes with MinuteClinic involving the Vaccination Services will be governed by and subject to the terms and conditions set forth by MinuteClinic, whether upon intake at the applicable location, on the MinuteClinic or CVSHealth website(s), or otherwise.

THIRD-PARTY MEDICAL TESTING SERVICES

THE FOLLOWING MEDICAL TESTING SERIVCES SUPPLEMENTAL TERMS SHALL ONLY APPLY TO USERS PURCHASING THE THIRD-PARTY MEDICAL TESTING SERVICES.

THIS SUPPLEMENTAL TERMS OF USE FOR THIRD-PARTY MEDICAL TESTING SERVICES (“MEDICAL TESTING SERVICES SUPPLEMENT”) CONTAINS THE ADDITIONAL TERMS AND CONDITIONS UPON WHICH YOU, AS A USER MAY ACCESS AND USE THE third-party medical testing SERVICES AVAILABLE TO YOU THROUGH THE PLATFORM.

REGISTRATION FOR MEDICAL TESTING SERVICES

IntelliCentrics has entered an arrangement with ClearStar, Inc. (“ClearStar”), an independent, third-party medical testing administrator, to provide applicable medical testing services (“Medical Testing Services”) for you upon your independent selection of the Medical Testing Services through the Platform.

When obtaining the Medical Testing Services as a User, you will leave the IntelliCentrics’ domain, including the Platform, and be directed to ClearStar’s domain where you will be instructed to provide ClearStar with the information needed to facilitate and provide the Medical Testing Services. Upon your selection to receive the Medical Testing Services, you will be notified that you are moving from the Platform to the ClearStar domain. Except as expressly set forth in this Medical Testing Services Supplement, IntelliCentrics will not request, receive or transfer any of your personal information related to the Medical Testing Services.

INFORMATION ON THE CLEARSTAR DOMAIN IS PROVIDED SOLELY BY CLEARSTAR AND HAS NOT BEEN VERIFIED OR CONFIRMED BY INTELLICENTRICS. INTELLICENTRICS MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE ACCURACY OF ANY INFORMATION PROVIDED TO YOU BY CLEARSTAR. INTELLICENTRICS ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE INFORMATION PROVIDED BY YOU TO CLEARSTAR OR GATHERED BY CLEARSTAR FOR YOU, NOR DOES INTELLICENTRICS ASSUME ANY RESPONSIBILITY OR LIABILITY FOR THE RESULTS OF THE MEDICAL TESTING SERVICES PROVIDED BY CLEARSTAR TO YOU. ANY AND ALL DISCLAIMERS, LIMITATIONS OF LIABILITY, INDEMNIFICATION, ETC., MADE BY YOU UPON ACCEPTANCE OF THIS MEDICAL TESTING SERVICE SUPPLEMENT OR ANY OTHER PROVISION IN THIS AGREEMENT SHALL APPLY TO YOUR ACCEPTANCE OF THIS MEDICAL TESTING SERVICES SUPPLEMENT.

MEMBER ACCOUNT WITH CLEARSTAR

In accordance with your agreement with and acceptance of ClearStar’s terms and conditions, you will obtain a reference number and code with ClearStar for accessing your Medical Testing Services results.  IntelliCentrics shall not request or obtain access to your ClearStar account or the information contained therein. You acknowledge and agree that you are solely responsible for the accuracy and completeness of the information you provide to ClearStar. IntelliCentrics shall not in any way verify or confirm information provided by you to ClearStar in connection with obtaining the Medical Testing Services. During the process of scheduling services with ClearStar, you will be asked to provide Personally Identifiable Information (“PII”) such as your date of birth. This PII is contained within ClearStar’s service and shall not be transferred to your User Account or otherwise maintained on the Platform.

ACCESS AND USE

A User must obtain the Medical Testing Services purchased through the Platform from ClearStar within ninety (90) days of the date that IntelliCentrics receives full payment for the Medical Testing Services. In the event you purchase multiple Medical Testing Services through the SECURE Platform, each Medical Testing Service must be ninety (90) days of the date IntelliCentrics receives full payment for the specified Medical Testing Service.

MEDICAL TESTING SERVICES FINANCIAL TERMS

IntelliCentrics shall collect payment for the Medical Testing Services though the Platform.  Notwithstanding the FINANCIAL TERMS AND CONDITIONS provisions above, fees for the Medical Testing Services and such payment is separate from and in addition to the Subscription Fee paid by you upon registration with IntelliCentrics.

IntelliCentrics may increase or decrease the fee for the Medical Testing Services at any time. Such a change will not affect any Medical Testing Services purchased prior to the effective date of such a change. Any change in fee will apply for any Medical Testing Service purchased by a User after the effective date of such a change.

Upon request, Users may obtain a full refund of payment for the Medical Testing Services within thirty (30) days of payment; provided, there is no activity related to the Medical Testing Services initiated with ClearStar. Upon the expiration of this thirty (30) day period, all fees and payments for Medical Testing Services are non-refundable.

MEDICAL TESTING SERVICES RESULTS

Except for the “pass/fail” that is 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.

For purposes of authorizing IntelliCentrics to receive any and all necessary information from ClearStar related to the Medical Testing Services in connection with its credentialing services, ClearStar shall only provide IntelliCentrics with a pass/fail value for upon the completion of your Medical Testing Services. A complete report of your Medical Testing Services will be made available to you directly from ClearStar, and your report shall not be transmitted to IntelliCentrics or any facility to which you are seeking credentials. ClearStar’s determination of “pass” or “fail” shall follow the medical testing procedures and recommendations established by the Centers for Disease Control and Prevention. IntelliCentrics will not request or receive specific personal information related to the value of any specific result from the Medical Testing Services.  If you receive a “fail” value on a titer test or drug screen, you are responsible for providing any additional information needed to fulfill this credentialing requirement.  Please see ClearStar’s website and/or ’s credential description for additional information.

INDEMNIFICATION

YOU EXPRESSLY AGREE TO INDEMNIFY, DEFEND, AND HOLD INTELLICENTRICS HARMLESS FROM ANY AND ALL LIABILITIES, LOSSES, CLAIMS, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, RELATED TO ANY ACTION INITIATED OR DEFENDED BY YOU WITH RESPECT TO CLEARSTAR, THE MEDICAL TESTING SERVICES, AND THE RESULTS OF YOUR MEDICAL TESTING SERVICES.

PRIVACY

Any information received and stored by IntelliCentrics is subject to IntelliCentrics’ Privacy Policy as described in this Agreement.  Any information you provide to ClearStar in connection with the Medical Testing Services 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 privacy or security breach of your information provided to or otherwise maintained by ClearStar.

NON-TRANSFERABILITY

Your right to use the ClearStar site is not transferable. Any password or right given to you by ClearStar to obtain a Medical Testing Service is not transferable to IntelliCentrics or any other party.

MEDICAL TESTING SERVICES; NO WARRANTY

ClearStar controls and operates its business from its offices in the State of Georgia.  IntelliCentrics makes no representation or warranty that the services, including but not limited to the Medical Testing Services, obtained from ClearStar are appropriate or available in any or all of its locations. Should you choose to obtain services from ClearStar or to access its website, you do so on your 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 obtain services from ClearStar from a country other than the United States, expressly acknowledge and agree any disputes with ClearStar involving the Medical Testing Services will be governed by and subject to the terms and conditions set forth by ClearStar, whether upon intake at the applicable location, on the ClearStar website, or otherwise.

THIRD-PARTY CRIMINAL BACKGROUND CHECK

THE FOLLOWING CRIMINAL BACKGROUND CHECK SUPPLEMENTAL TERMS SHALL ONLY APPLY TO USERS PURCHASING THE THIRD-PARTY CRIMINAL BACKGROUND CHECK SERVICES.

THIS SUPPLEMENTAL TERMS OF USE FOR THIRD-PARTY CRIMINAL BACKGROUND CHECK SERVICES (“BACKGROUND CHECK SUPPLEMENT”) CONTAINS THE ADDITIONAL TERMS AND CONDITIONS UPON WHICH YOU, AS A USER MAY ACCESS AND USE THE third-party CRIMINAL BACKGROUND CHECK SERVICES AVAILABLE TO YOU THROUGH THE PLATFORM.

REGISTRATION FOR CRIMINAL BACKGROUND CHECKS

IntelliCentrics has entered an arrangement with IQ Data Systems, doing business as “Backgrounds Online” (“BGO”) to provide criminal background check services (“Criminal Background Check Services”) for you upon your independent selection of such services as a User through the Platform.

When obtaining Criminal Background Check Services as a User, you will leave the IntelliCentrics’ domain, including the Platform, and be directed to BGO’s domain where you will be instructed to provide BGO with the information needed to facilitate and provide the Criminal Background Check Services.  Upon your selection to receive the Criminal Background Check Services, you will be notified that you are moving from the SECURE Platform to the BGO domain.  Except as expressly set forth in this Background Check Supplement, IntelliCentrics will not request, receive or transfer any of your personal information related to the Criminal Background Check Services or related results.

INFORMATION ON THE BGO DOMAIN IS PROVIDED SOLELY BY BGO AND HAS NOT BEEN VERIFIED OR CONFIRMED BY INTELLICENTRICS.  INTELLICENTRICS MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE ACCURACY OF ANY INFORMATION PROVIDED TO YOU BY BGO.  INTELLICENTRICS ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE INFORMATION PROVIDED BY YOU TO BGO OR GATHERED BY BGO FOR YOU, NOR DOES INTELLICENTRICS ASSUME ANY RESPONSIBILITY OR LIABILITY FOR THE CRIMINAL BACKGROUND CHECK SERVICES RESULTS PROVIDED BY BGO TO YOU.  ANY AND ALL DISCLAIMERS, LIMITATIONS OF LIABILITY, INDEMNIFICATION, ETC., MADE BY YOU UPON ACCEPTANCE OF THIS BACKGROUND CHECK SUPPLEMENT OR ANY OTHER PROVISION IN THIS AGREEMENT SHALL APPLY TO YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS BACKGROUND CHECK SUPPLEMENT.

MEMBER ACCOUNT WITH BGO

In accordance with your agreement with and acceptance of BGO’s terms and conditions, you will obtain a separate and independent customer account with BGO for purposes of obtaining the Criminal Background Check Services. IntelliCentrics shall not request or obtain access to your BGO account or the information contained therein.  You acknowledge and agree that you are solely responsible for the accuracy and completeness of the information you provide to BGO.  IntelliCentrics shall not in any way verify or confirm information provided by you to BGO in connection with obtaining the Criminal Background Check Services.

ACCESS AND USE

A User must obtain the Criminal Background Check Services purchased through the Platform from BGO within one (1) year of the date that IntelliCentrics receives full payment for the Criminal Background Check Services.

CRIMINAL BACKGROUND CHECK SERVICES FINANCIAL TERMS

IntelliCentrics shall collect payment for the Criminal Background Check Services though the SECURE Platform.  Fees for the Criminal Background Check Services and such payment is separate from, and in addition to, the Subscription Fee paid by you upon registration with IntelliCentrics.

IntelliCentrics may increase or decrease the fee for the Criminal Background Check Services at any time. Such a change will not affect any Criminal Background Check Services purchased prior to the effective date of such a change. Any change in fee will apply for any Criminal Background Check Services purchased by a User after the effective date of such a change.

Upon request, Users may obtain a full refund of payment for the Criminal Background Check Services within thirty (30) days of payment; provided, there is no activity related to the Criminal Background Check Services initiated with BGO. Upon the expiration of this thirty (30) day period, all fees and payments for Criminal Background Check Services are non-refundable.

CRIMINAL BACKGROUND CHECK SERVICES RESULTS

IntelliCentrics shall not request or access the results of your Criminal Background Check Services, your BGO account, or any information contained in your BGO account.

For purposes of authorizing IntelliCentrics to receive any and all necessary information from BGO related to the Criminal Background Check Services in connection with its credentialing services, BGO shall only provide IntelliCentrics with a pass/fail value for upon the completion of your Criminal Background Check Services. A complete report of your Criminal Background Check Services results will be made available to you directly from BGO.  Your report shall not be transmitted to IntelliCentrics or any facility to which you are seeking credentials.  BGO’s determination of “pass” or “fail” shall depends expressly on the terms and conditions provided by each specific facility/healthcare provider that requests a criminal background check.  Upon receipt of a “fail” value, you agree to contact BGO directly to determine which part of the criminal background check resulted in such a value.  IntelliCentrics will not receive specific information for the value and will only be able to direct you back to BGO for additional information.  Each facility/healthcare provider establishes the criminal information that will either “pass” or “fail” for its specific standards, and BGO will make its determination based on those standards as reported by the facility/healthcare provider to IntelliCentrics for use by BGO.

INDEMNIFICATION

YOU EXPRESSLY AGREE TO INDEMNIFY, DEFEND AND HOLD INTELLICENTRICS HARMLESS FROM ANY AND ALL LIABILITIES, LOSSES, CLAIMS, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, RELATED TO ANY ACTION INITIATED OR DEFENDED BY YOU WITH RESPECT TO BGO, THE CRIMINAL BACKGROUND CHECK SERVICES AND YOUR CRIMINAL BACKGROUND CHECK SERVICES RESULTS.

PRIVACY

Any information received and stored by IntelliCentrics is subject to IntelliCentrics’ Privacy Policy as described in this Agreement.  Any information you provide to BGO in connection with the Criminal Background Check Services shall be 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 held responsible or liable for any privacy or security breach of your information provided to or otherwise maintained by BGO.

NON-TRANSFERABILITY

Your right to use the BGO site is not transferable. Any password or right given to you by BGO to obtain a criminal background check is not transferable to IntelliCentrics or any other party.

CRIMINAL BACKGROUND CHECK SERVICES; NO WARRANTY

BGO controls and operates its business from its offices in the State of California.  IntelliCentrics makes no representation or warranty that the services, including but not limited to the Criminal Background Check Services, obtained from BGO are appropriate or available in any or all of its locations. Should you choose to obtain services from BGO or to access its website, you do so on your 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 obtain services from BGO from a country other than the United States, expressly acknowledge and agree any disputes with BGO involving the Criminal Background Check Services will be governed by and subject to the terms and conditions set forth by BGO, whether on the BGO website or otherwise.

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