NOTICE TO USER

THIS LICENSE AGREEMENT ("AGREEMENT") CONTAINS THE TERMS AND CONDITIONS UPON WHICH YOU MAY ACCESS AND USE THE VALUABLE INFORMATION AND SERVICES AVAILABLE THROUGH THE WEB SITE www.sec3ure.co.uk (THE "WEB SITE") OF INTELLICENTRICS UK LTD “IntelliCentrics”, DOING BUSINESS AS SEC³URE. PLEASE READ THIS AGREEMENT 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.

RESTRICTIONS ON USE OF MATERIALS

Unless otherwise noted, all materials and information, including, without limitation, all text, data, graphics, images, illustrations, designs, icons, photographs, audio and video, that are part of the Web Site (collectively, the "Content") are protected by copyright, and exclusively licensed to IntelliCentrics UK Ltd. You agree to abide by all additional copyright notices, information or restrictions contained in any Content accessed through the Web Site.

REGISTRATION

You agree to allow IntelliCentrics to take reasonable measures as necessary to verify the accuracy and completeness of any information that you submit if you register as a member of the Web Site. You agree not to 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 in the Web Site’s Interactive Areas.

MEMBER ACCOUNT

If you register as a user of the Web Site, you will be assigned a username and password that is unique to you. You are responsible for maintaining the confidentiality of the username and password and for all activities that occur under your username and password. You agree to notify IntelliCentrics of any unauthorised use of your username and password or any other breach of security at www.sec3ure.co.uk. The extent of your authority to access and use the Web Site will vary according to your membership status, role and responsibilities. A "User" (or "you") is any individual who registers to use the Web Site with due authority to do so. "SEC³URE Members" are Users who pay a subscription fee to access and use credentialing, compliance, training or other services available on the Web Site. A "Facility" is a physical site, whether separately licensed or certified or included under another site's license or certification, where patients receive healthcare services and the Web Site is utilized to monitor and facilitate access, security, and compliance. Users' right to access the Web Site is non-exclusive, non-transferable, and subject strictly to this Agreement.  An "Entity" may be any business entity or organization, including a Facility or any other organization that employs or directly contracts with SEC³URE Members. Competitors of IntelliCentrics are not authorized to register, access, or use the Web Site.

TERM AND TERMINATION

Term. The term of Web Site 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 Web Site, and shall continue until terminated. The term of a SEC³URE membership is one (1) year from the date that IntelliCentrics receives payment of the SEC³URE Member’s membership fee. Each SEC³URE membership term will automatically begin on the date of payment for such SEC³URE membership. If payment for any succeeding SEC³URE membership term is received on or before the expiry date of the current term, the term will renew and continue for another year from the anniversary date of the initial SEC³URE membership term. If, however, renewal payment is not received on or before the SEC³URE membership term expiry date, the term will expire, and the SEC³URE membership will terminate. Renewal of SEC³URE membership after termination will require payment of the then-existing membership fee, and the term will continue for one (year) from the date IntelliCentrics receives such payment. Upon renewal or reactivation, each SEC³URE membership term will continue under the Agreement terms in effect on the date that IntelliCentrics receives payment for such renewal or reactivation of membership.
Termination. We may terminate this Agreement and a User’s ability to use or access the Web Site 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 at www.sec3ure.co.uk, (2) discontinuing all access and use of the Web Site, (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 Web Site, 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 Web Site at any time and for any reason upon sixty (60) day’s prior notice. If an Entity breaches this Agreement 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 Web Site without further notice.
Events upon Termination. Upon expiration or termination, a User or Entity shall no longer access or use the Web Site, 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

The duration of each SEC³URE Member’s membership is for one year. Multiyear payments are not available. Cheques are not accepted for payment at this time. SEC³URE Members may obtain a full refund within 30 days of payment of their membership fee provided there is no activity in their account. After 30 days, no partial or full refund option exists. IntelliCentrics may increase or decrease SEC³URE membership fees at any time. Such a change will not affect an existing membership term, and any change in fee will apply for a SEC³URE Member’s new (or renewed) term. By accessing or using IntelliCentrics online payment service, SEC³URE Members agree to be bound by all applicable terms and conditions. IntelliCentrics may modify this Agreement at any time, with or without notice. An online payment service is provided to SEC³URE Members to facilitate payment of membership. SEC³URE Members 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 SEC³URE  Member’s personal or credit card information resulting from the interception of such information during its transmission. Members expressly agree that use of this online payment service is at each SEC³URE Member’s sole risk. Each SEC³URE Member agrees that he or she shall not intentionally provide false information when accessing or using the IntelliCentrics online payment service.

INTELLICENTRICS CREDENTIAL-PROCESSING SERVICES FOR FACILITIES

Our Credential Processing service 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 01612507533 or emailing us at ukcustomerservice@intellicentrics.com.
Use of Name and Marks. When a Facility uploads its names, logos and other trademarks to the Web Site (collectively, “Your Marks”), the Facility hereby grants to IntelliCentrics a non-exclusive, royalty-free, worldwide license to reproduce and display Your Marks via the Web Site 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 Web Site 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 ukcustomerservice@intellicentrics.com 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.
Your Responsibility. You acknowledge and agree that our services are informational only, based on information and materials that have been uploaded to our Web Site, 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 from and against, (1) reviewing, analysing, and verifying any data or information you receive from IntelliCentrics and/or the Web Site; 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.

INTERACTIVE AREAS

IntelliCentrics may provide areas on the Web Site to which you or others 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 which is libellous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal, false, or otherwise objectionable that would constitute or encourage the commission of a criminal offence, breach the rights of any party, or that would otherwise give rise to liability or infringe any law. IntelliCentrics reserves the right to deny you access to any part of this service in its sole discretion. You are responsible for material that you send to any Interactive Area. IntelliCentrics makes no endorsement, representation or warranty with respect to statements made by any user in the Web Site's Interactive Areas. In general, subject to the terms of the IntelliCentrics privacy policy, IntelliCentrics will not monitor or edit the contents of any Interactive Area unless required in the course of normal maintenance of the Web Site and its systems or unless required to do so by law or in the good-faith belief that such action is necessary to: (1) comply with the law or comply with legal process served on www.sec3ure.co.uk; (2) protect and defend the legitimate business interests, rights or property of IntelliCentrics, its members, users, advertisers, sponsors or affiliates; or (3) act in an emergency to protect the personal safety of our guests or the public. SEC³URE Members and other Users will remain solely responsible for the content of their communications. IntelliCentrics has the right, but not the obligation, to monitor and edit or remove any content, messages or other communications that are posted in an Interactive Area. 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.

PRIVACY

Registration data and certain other demographic information about you are subject to IntelliCentrics’ privacy policy. For more information, see our Privacy Policy, this Privacy Policy is incorporated in full herein by reference.

DISCLAIMER

Information on this Web Site has been provided by third parties and has not been verified or confirmed by IntelliCentrics. IntelliCentrics makes no representation or warranty, express or implied, concerning the accuracy of any information on this Web Site. IntelliCentrics does not perform primary source verification and has not undertaken any responsibility or obligation with respect to primary source verification of the information provided by third parties. The content contained on the Web Site, and the Web Site, are provided "as is" and, to the fullest extent permitted by law, IntelliCentrics disclaims all warranties, express or implied, including, without limitation, warranties of title and non-infringement and implied warranties of merchantability and fitness for a particular purpose. IntelliCentrics does not warrant that the functions contained in the Content will be uninterrupted or error-free, that defects will be corrected, or that the Web Site or the server(s) that makes the Web Site 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 Web Site in terms of its correctness, accuracy, reliability, or otherwise. You (and not IntelliCentrics) assume the entire cost of acquiring and/or posting any information you provide to IntelliCentrics.

LIMITATION OF LIABILITY

Except as set forth in this Agreement, under no circumstances will IntelliCentrics be liable for any direct, indirect, special, incidental, punitive or consequential damages that result in any way from your use or inability to use the website, your reliance on or use of information or services provided on or through the website, or that result from mistakes, omissions, interruptions, deletion of files, errors, defects, viruses, delays in operation, or transmission or any failure of performance. Except as set forth in this Agreement, in no event will IntelliCentrics' total liability to you for all damages, losses, and causes of action (whether in contract, tort or otherwise) exceed the amount, if any, paid by you to IntelliCentrics for accessing the Web Site.

INDEMNIFICATION

You agree to indemnify, defend and hold IntelliCentrics harmless from any and all liabilities, losses, claims, costs and expenses, including reasonable legal fees, related to your breach of this Agreement.

CONTENT

The Content contained on the Web Site has been prepared by IntelliCentrics as a service to its SEC³URE Members and the other Users of the Web Site. IntelliCentrics does not warrant or guarantee the accuracy, reliability, completeness or adequacy of the Content or the content of any other site(s) to which the Web Site may link. Users of Content from the Web Site or the content of any other site(s) to which the Web Site may link do so at their own risk. Any unauthorised downloading and distribution of any copyrighted material from this Web Site or any other site(s) to which the Web Site may link, without the copyright owner's permission, is strictly prohibited.

NON-TRANSFERABILITY

Your right to use the Web Site is not transferable. Any password or right given to you to obtain information is not transferable.

JURISDICTION

The Web Site is controlled and operated by IntelliCentrics from its offices, and its service providers’ sites, within the EU. IntelliCentrics makes no representation that Content on the Web Site is appropriate or available for use in other locations. Those who choose to access the Web Site 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.

OTHER PRODUCTS

Any reference made by the Web Site 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 favouring by IntelliCentrics. Content on the Web Site 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, SEC³URE Members, Users or others, are those of the respective author(s) or distributor(s) and do not necessarily state or reflect those of IntelliCentrics.

LINKS TO OTHER WEB SITES AND SERVICES

To the extent that the Web Site 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 discretion, to change, modify, add, or remove portions of this Agreement at any time. Please check this Agreement periodically for changes. Your continued accessing or use of the Web Site following the posting of changes to this Agreement will be deemed to be your conclusive acceptance of those changes and the modified Agreement.

GOVERNING LAW AND JURISDICTION

This Agreement, performance hereunder, and any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (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 this Agreement or its subject matter or formation (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. You agree that no joint venture, partnership, employment, or agency relationship exists between IntelliCentrics and you as a result of this Agreement or your use of the Web Site. If any provision of these terms is determined to be unlawful, void, or for any reason unenforceable, then that provision will be deemed to be severable from these terms and will not affect the validity and enforceability of any remaining provisions. You agree that, regardless of any law or statute to the contrary, any claim or cause of action arising out of or relating to the Web Site and these terms must be filed within one (1) year after the date the cause of action arose, or be barred as untimely. This is the entire agreement between IntelliCentrics and you relating to the subject matter 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 Web Site 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.

REPRESENTATIONS

A. QUALIFICATIONS AND EXPERTISE
IntelliCentrics has the personnel, facilities, and expertise to provide the Web Site 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 Web Site 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 Web Site 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 Web Site.
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 unauthorized use or disclosure in the receipt, maintenance, use or transfer of such content or information. More information on data privacy and security measures is set forth in our Privacy Policy.
D. WORK ENVIRONMENT
No Child or Forced Labour. IntelliCentrics does not: (i) employ, engage, or otherwise use any child labour in circumstances such that the tasks performed by any such child labour 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 labour 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 these Representations are made to it by 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 Web Site 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 Web Site, IntelliCentrics will not, directly or indirectly, make, promise, authorize, ratify or offer to make, or take any act in furtherance of any payment or transfer of anything of value for the purpose of influencing, inducing, or rewarding any act, omission, or decision to secure an improper advantage, or improperly assisting it or any third- party in obtaining or retaining business, or in any way with the purpose or effect of public or commercial bribery. To the extent reasonably practicable, IntelliCentrics will take reasonable measures to prevent subcontractors, agents, or any other third parties subject to its control or influence from doing so.
H. BUSINESS CONTINUITY
IntelliCentrics maintains and tests, on at least an annual basis, a comprehensive business continuity plan that is designed to ensure the available of its critical business activities in the event of major failures or disasters, including the loss of an office facility or a data center, government-ordered shutdown, or related occurrence outside its control. To the extent reasonably practicable, this business continuity plan will address provision of the Web Site and recovery of data and services within an appropriate period of time in accordance with industry standards.