SEC³URE

Terms and Conditions

NOTICE TO USER

TOGETHER WITH OUR PRIVACY POLICY AS AMENDED FROM TIME TO TIME, AND WITH SUCH ADDITIONAL TERMS AS MAY BE FOUND IN CERTAIN AREAS OF THE PLATFORM, THESE TERMS AND CONDITIONS (COLLECTIVELY THE "TERMS") GOVERN USE OF THE PLATFORM, CONTENT, AND OUR RELATED SERVICES ("SERVICES") (COLLECTIVELY THE "PLATFORM"). INTELLICENTRICS, UK LTD. ("INTELLICENTRICS" OR "WE") MAY AMEND THEM AT ANY TIME BY POSTING THE AMENDED TERMS. PLEASE READ THE TERMS CAREFULLY. BY CLICKING ON THE: “I AGREE TO TERMS OF USE” BUTTON AT THE BOTTOM OF THIS PAGE OF THE WEB SITE, YOU EXPRESSLY AGREE TO ABIDE BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOUR ACCESS AND USE OF ANY OF THE PLATFORM CONSTITUTES YOUR CONCLUSIVE ACCEPTANCE OF THE TERMS THEN IN EFFECT.

The extent of your authority to access and use the Platform will vary according to your role and responsibilities. A “User” (or “you”) is any individual who registers to use the Platform with due authority to do so. “Subscribers” are Users who pay a subscription fee to access and use the SEC³URE Passport ™ service or other Services available on the Platform. A “Facility” is a physical site, whether separately licensed or certified or included under another site's licence or certification, where patients receive healthcare services, and the Platform is utilized to monitor and facilitate access, security, and compliance. Users' right to access the Platform is non-exclusive, non-transferable, and subject strictly to these Terms. “Authorised Agents” are persons, Entities, or Entities' designees who have accepted appointment to be authorized agents of a User's account with authority to submit and upload on the Platform, on that User's behalf, any and all documents or information required by a Facility's policies or procedures, including sensitive personal and individually-identifiable information. If granted authority by an Entity to act on its behalf, an Authorised Agent may also be referred to, from time to time, as a “Corporate Administrator.” An “Entity” may be any business entity or organization, including a Facility or any other organization that employs or directly contracts with Subscribers.

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

OBLIGATIONS AND RESTRICTIONS

You must be 18 (or at least the age of majority where you reside) and register as a User. You must keep your credentials confidential and tell us immediately of any security breach, including but not limited to, unauthorised 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 authorise 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.

OWNERSHIP

We and our licensors own all of the Platform. You agree to abide by all restrictive notices or legends. User Data: As between you and us, you retain ownership of your User Data, except as set forth in these Terms. You grant us a non-exclusive, worldwide, royalty-free right to collect, use, copy, store, transmit, modify and create derivative works of your User Data as necessary to provide the Platform. We may delete User Data no longer in active use when we feel it is no longer required to provide access and use of the Platform in accordance with these Terms and Conditions, without further notice. Third-Party Content: Third parties may own some Content (“Third-Party Content”). Their terms of service and privacy policies shall apply with respect to their content, and to User Data disclosed in connection with it. Other Content: We may obtain and collect other content that does not qualify as User Data or Third-Party Content (“Other Content”). This includes information obtained as a result of public sanction checks to ensure compliance with applicable laws. While we may share information related to Other Content with you or your Authorised Agent as described in these Terms, we do not consider Other Content to be User Data, and we retain all ownership thereof. We respond to notices of alleged infringement. If you believe someone has violated your copyright or other intellectual property right, please contact us at www.sec3ure.co.uk

CONFIDENTIALITY

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

YOUR REPRESENTATIONS AND WARRANTIES

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

AUTHORISED AGENTS

Any User may appoint an Authorised Agent to act on his or her behalf. To do so, the User and Authorised Agent will confirm the appointment and authorisation on the Platform through electronic signature or attestation. This appointment and authorisation shall remain effective until terminated, at which time the User may appoint a new Authorised 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 Authorised Agent, you acknowledge and agree that you have voluntarily granted to your Authorised 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 Authorised Agent. You acknowledge that you may, at any time, terminate the rights and access privileges of your Authorised Agent or discontinue and disable your User Account altogether, which includes the termination of rights and privileges of your Authorised Agent. Similarly, IntelliCentrics has the right to terminate your User Account or terminate the rights and privileges of your Authorised Agent to access your User Account in accordance with IntelliCentrics' policies and procedures and this Agreement.

AUTHORISED AGENTS CONSENT TO ACCEPT APPOINTMENT

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

If you have accepted appointment as an Authorised 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 authorisation 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 authorisation granted to an Authorised Agent by a User shall remain effective until terminated by the appointing User or terminated by you.

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

INTELLICENTRICS SERVICES TO SUBSCRIBERS

Our Services to Subscribers include:

A. SEC³URE PASSPORT ™

One of the Services offered to Subscribers is our “SEC³URE PASSPORT ™”. The SEC³URE PASSPORT ™ 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 Facility’s policies.

Subscription and Fee Your SEC³URE PASSPORT ™ subscription starts when we receive payment for your Account and continues for one (1) year. You will have the option to renew your SEC³URE PASSPORT ™ subscription automatically for additional one (1) year terms upon your agreement and auto-payment of your SEC³URE PASSPORT ™ subscription renewal fee. We may change the fee at any time in our discretion upon ninety (90) days advance notice, but any change will apply only to new (or renewed) subscriptions beginning after the effective date of the change. You may obtain a full refund within thirty (30) days of your payment, provided there has been no activity in your Account and that you request it within that thirty (30) day period, by phone (0161 250 7533 ext.1) or emailing us at www.sec3ure.co.uk

Facility PoliciesWe 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).

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

B. SEC³URE GO! ™ BADGE AND SERVICE

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

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

INTELLICENTRICS CREDENTIAL-PROCESSING SERVICES FOR FACILITIES

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

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

Sources. 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 Attestation is not designated, we will review documentation submitted to determine acceptability Document Verification ("DV") based on your Policies or other established conditions of acceptance.

Fee. Credential Processing will begin for a Facility when the Facility appoints us as its credential processor and shall continue until terminated by the Facility or us. There shall be no charge to the Facility for Credential Processing. We may elect in the future to change the fee for Credential Processing at any time in our sole discretion upon ninety (90) days advance notice, but any change in fee will apply only after the effective date of the change, following notice from us. Upon activation of a fee to the Facility or upon any change in fee to the Facility, the Facility may obtain a full refund within thirty (30) days of its payment, provided there has been no Credential Processing activity for the Facility and the Facility requests a refund within such 30-day period. Such request may be made by calling us at (0161 250 7533 ext.1) or emailing us at www.sec3ure.co.uk.

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, analysing, 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 DV or Attestation.

Use of Name and Marks. When a Facility uploads its names, logos and other trademarks to the Platform (collectively, “Your Marks”), the Facility hereby grants to IntelliCentrics a non-exclusive, royalty-free, worldwide license to reproduce and display Your Marks via the Platform and the Services in connection with the corresponding Facility. All goodwill arising from such use shall inure to the benefit of the holders of such marks. You acknowledge that IntelliCentrics shall use the logo image files that you provide to IntelliCentrics via the Platform or otherwise, and accordingly IntelliCentrics shall not be responsible for ensuring that the logo image files you provide are compliant with or conformant to any trademark usage guidelines that you may have in place regarding Your Marks. For the avoidance of doubt, Your Marks shall not include trademarks that are owned by IntelliCentrics. You may opt-out of this provision by emailing IntelliCentrics at www.sec3ure.co.uk the following information: (1) your name and Facility name; (2) Facility address; and (3) a clear statement that you do not grant IntelliCentrics a license to reproduce and display Your Marks via the Web Site and the services in connection with the corresponding Facility.

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

INTERACTIVE AREAS

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

REPRESENTATIONS

A. QUALIFICATIONS AND EXPERTISE

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

B. NON-INFRINGEMENT

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

C. INDUSTRY STANDARDS

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

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

D. WORK ENVIRONMENT

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

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

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

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

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

E. NON-DISCRIMINATION

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

F. COMPLIANCE WITH LAWS

Healthcare Laws. IntelliCentrics acts to carry out all activities in compliance with all applicable laws, governmental regulations, rules, ordinances, and other requirements that the goods and services supplied under the Agreement (including without limitation any laws, rules and regulations applicable to the supply and use of the goods and services by medical facilities in the United Kingdom).

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

G. BUSINESS CONTINUITY

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

DISCLAIMER OF WARRANTIES

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

DISCLAIMER OF CONSEQUENTIAL DAMAGES

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

LIMITATION OF LIABILITY

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

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

INDEMNITY

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

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

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

TERM AND TERMINATION

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

Termination. We may terminate this Agreement and a User’s ability to use or access the Platform at any time, for any reason, and without prior notice. A User or Entity may also terminate this Agreement at any time, for any reason, by (1) notifying us by email addressed to www.sec3ure.co.uk , (2) discontinuing all access and use of the Platform, (3) returning any materials belonging to us, and (4) destroying all Content (including all copies and installations) obtained from it (except to the extent you must or may retain it under applicable law). In addition, third party(ies) who control a User’s or Entity’s access or use of the Platform, Facilities to which you seek admittance, and Third-Party Vendors may each terminate User or Entity access or use with respect to themselves, according to their own policies. We may terminate this Agreement and an Entity’s ability to use or access the Platform at any time and for any reason upon sixty (60) day’s prior notice. If an Entity breaches these Terms and the breach is not cured within thirty (30) days of receipt of notice thereof, we may immediately terminate the Entity’s use and access to the Platform without further notice.

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

FINANCIAL TERMS

Multiyear payments are not available. Cheques are not accepted for payment at this time. By accessing or using IntelliCentrics online payment service, Subscribers agree to be bound by all applicable terms and conditions. IntelliCentrics may modify the Terms at any time, with or without notice. An online payment service is provided to Subscribers to facilitate payment processing. Subscribers will receive a confirmation once payment has been received from PayPal™, a third-party service to process payments. IntelliCentrics will not be liable for any deficiencies in the accuracy, completeness, availability, privacy, security or timeliness of payment information sent via this online payment service or any other.

IntelliCentrics will not be liable for any damages of any kind arising from the use of this online payment site, including, but not limited to, direct, indirect, incidental, consequential, exemplary, and punitive damages. IntelliCentrics will not be liable for any breach of the Subscriber’s personal or credit card information resulting from the interception of such information during its transmission. Subscribers expressly agree that use of this online payment service is at each Subscriber’s sole risk. Each Subscribers agrees that he or she shall not intentionally provide false information when accessing or using the IntelliCentrics online payment service.

IntelliCentrics may increase or decrease subscription fees at any time. Such a change will not affect an existing Subscriber term, and any change in fee will only apply to a Subscriber’s new (or renewed) term.

GOVERNING LAW AND JURISDICTION

These Terms, performance hereunder, and any dispute or claim arising out of or in connection with use of the Platform or these Terms or the subject matter or formation of an agreement (including non-contractual disputes or claims) or the relationship between you and IntelliCentrics, shall be construed and governed according to English law.

You and IntelliCentrics both agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with use of the Platform or these Terms or the subject matter or formation of an agreement (including non-contractual disputes or claims) including, without limitation, those arising out of or resulting from IntelliCentrics’ use of personal information or otherwise relating to privacy, as specified in IntelliCentrics' Privacy Policy. By accessing the Platform, a User or Entity expressly consents to the jurisdiction and venue of those courts and waives any objections based on inconvenience or otherwise.

MISCELLANEOUS

This is the entire agreement between IntelliCentrics and you relating to the subject matter herein; 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 these Terms, these Terms will take precedence. IntelliCentrics' failure to enforce any provision of these Terms will not be deemed to be a waiver of such provision or of the right to enforce such provision. Informal Resolution. Before beginning any legal action, Users or Entities must first make a good faith effort to resolve the matter informally for at least 30 days after providing us notice of the dispute at www.sec3ure.co.uk . Jury Waiver. TO THE FULL EXTENT PERMITTED BY LAW, EACH USER OR ENTITY HEREBY WAIVES TRIAL BY JURY OF ANY DISPUTE RELATING DIRECTLY OR INDIRECTLY TO THE RELATIONSHIP BETWEEN THE APPLICABLE PARTY AND ANY INTELLICENTRICS PARTY. Class Action Waiver. EACH USER OR ENTITY AGREES TO RESOLVE ANY DISPUTE WITH ANY INTELLICENTRICS PARTY ONLY ON AN INDIVIDUAL BASIS, IN AN INDIVIDUAL CAPACITY, AND NOT FOR OR WITH ANY CLASS OR COLLECTIVE ACTION, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

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 these Terms must be filed within one (1) year after the date the cause of action arose or be barred as untimely. No joint venture, partnership, fiduciary, or agency relationship exists between any IntelliCentrics Party and any User or Entity, and nothing in these Terms or any other documentation referenced herein shall be construed to create such a relationship. No User or Entity has any authority whatsoever to make any statement, representation, or commitment of any kind on behalf of any IntelliCentrics Party, to bind any IntelliCentrics Party to the performance of any duty, or to accept any responsibilities on behalf of any IntelliCentrics Party. If any of these Terms is determined to be void or unenforceable, it will be deemed severed and the rest will continue to be enforceable.