Hello, and welcome to TrueAccess. Please read our Terms and Conditions of Use (“Terms”) and Privacy Policy carefully because they affect your legal rights.

1 INTRODUCTION

Thank you for choosing TrueAccess (“TrueAccess”, “we”, “us”, “our”). By signing up or otherwise using our websites and soft-ware applications (together, the “TrueAccess Service” or “Ser-vice”) you are entering into a binding contract with TrueAccess LLC.

If you wish to review the terms of the Agreements, the effective version of the Agreements can be found on TrueAccess’s App.

You acknowledge that you have read and understood the Agree-ments, accept these Agreements, and agree to be bound by them. If you don’t agree with (or cannot comply with) the Agree-ments, then you may not use the TrueAccess Service.

Please read the Agreements carefully. They cover important infor-mation about TrueAccess Services provided to you and any charges, taxes, and fees we bill you. The Agreements include in-formation about future changes to the Agreements, automatic re-newals, limitations of liability, privacy information, and resolution of disputes by arbitration instead of in court.

You also promise that any registration information that you submitto TrueAccess is true, accurate, and complete, and you agree to keep it that way at all times.

2 CHANGES TO THE AGREEMENTS

Occasionally we may, at our discretion, make changes to the Agreements. When we make material changes to the Agree-ments, we’ll provide you with prominent notice as appropriate un-der the circumstances, e.g., by displaying a prominent notice in the App or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully. If you do not wish to continue using the Service under the new version of the Agreements, you may terminate the Agree-ments and service.

3 USE OF TRUEACCESS
OUR SERVICES & PAID SUBSCRIPTIONS

TrueAccess provides vendor credentialing services for healthcare facilities and assists these facilities in regulating and monitoring vendor access. Use of the service requires a paid annual sub-scription and requires purchase of a physical badge.

4 RIGHTS WE GRANT YOU

The TrueAccess Service is the property of TrueAccess. We grant you a limited, non-exclusive, revocable license to make use of theTrueAccess Service. This License shall remain in effect until and unless terminated by you or TrueAccess. The TrueAccess soft-ware applications is licensed, not sold, to you, and TrueAccess retains ownership of all copies of the TrueAccess software appli-cations and Content even after installation on your personal com-puters, mobile handsets, tablets, and/or other relevant devices (“Devices”).

All TrueAccess trademarks, service marks, trade names, logos, domain names, and any other features of the TrueAccess brand (“TrueAccess Brand Features”) are the sole property of TrueAc-cess. The Agreements do not grant you any rights to use any TrueAccess Brand Features whether for commercial or non-com-mercial use.

You agree to abide by our User guidelines and not to use the TrueAccess Service in any manner not expressly permitted by theAgreements. Except for the rights expressly granted to you in these Agreements, TrueAccess grants no right, title, or interest to you in the TrueAccess Service.

5 THIRD PARTY APPLICATIONS

The TrueAccess Service is integrated with third party applications,websites, and services (“Third Party Applications”). These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Appli-cations will be governed by and subject to such terms and condi-tions and privacy policies. You understand and agree that TrueAccess does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Application orfor any transaction you may enter into with the provider of any such Third Party Applications.

6 RIGHTS YOU GRANT US

In consideration for the rights granted to you under the Agree-ments, you grant us the right to allow the TrueAccess Service to use the processor, bandwidth, and storage hardware on your De-vice in order to facilitate the operation of the Service. You grant usthe right to determine, using geofencing, whether you are in or outside of any medical facility we are contracted with that you have subscribed to. This requires specific device programming as outlined below.

7 USER GUIDELINES

We’ve established a few ground rules for you to follow when usingthe Service, to make sure TrueAccess functions as designed for the benefit of health care facilities, health care industry represen-taives of various types and their companies, and patients. Please follow these rules.

Users are required to:

• Display their badge on a lanyard or with a badge clipped to their shirt or belt and visible at all times while in a contracted healthcare facility
• Have a charged badge or for first generation badges, working disposable batteries at all times
• Have the TrueAccess App running in the background or foreground
• Set Location to Always and Precise (iOS) or All the Time and Precise Location (Android)
• Set Background Refresh ON
• Set Bluetooth ON
• Set Wifi on
• Open the App if the badge light does not turn on while in a contracted facility
• Contact TrueAccess if the badge does not turn on despite opening the App while in a contracted facility
• Upload all required documents by specified deadlines
• Sign all hospital policies by specified deadlines
• Complete required conflict of interest statement(s)

The following is not permitted for any reason whatsoever:

Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use of your username and password on the Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by third parties, please notify us immediately and change your password as soon as possible.

8 SERVICE LIMITATIONS AND MODIFICATIONS

TrueAccess will make reasonable efforts to keep the TrueAccess Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, TrueAccess reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the TrueAccess Service, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the TrueAccess Service or any function or feature thereof.

9 CUSTOMER SUPPORT

For customer support with account-related and payment-related questions (“Customer Support Queries”), please email or call us. We will make a reasonable attempt to respond to all Customer Support Queries within a reasonable time frame but we make no guarantees or warranties of any kind that any Customer Support Queries will be responded to within any particular time frame and/ or that we will be able to satisfactorily answer any such queries.

10 PAYMENTS AND CANCELLATIONS

Paid Subscriptions are purchased directly from TrueAccess giving you access to the TrueAccess Service for a specific time period (“Pre-Paid Period”).

The purchase of an Initial Subscription is final and non-refundable.

Your payment to TrueAccess will automatically renew at the end of the subscription period, unless you cancel your Paid Subscription through your App before the end of the current subscription period.

If you cancel a Paid Subscription within 30 days of renewing your service you will receive a full refund. After this date, no refund will be provided.

TrueAccess may change the price for the Paid Subscriptions, from time to time, and will communicate any price changes to you in advance. Price changes for Paid Subscriptions will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the TrueAccess Service after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by cancelling the TrueAccess Service prior to the price change going into effect. Please therefore make sure you read any such notification of price change carefully.

Certain Hospitals or Hospital systems, Ambulatory Surgery Centers (ASC’s) or ASC systems, or Offices may require a Separate Subscription at an Additional Annual Charge.

11 TERM AND TERMINATION

The Agreements will continue to apply to you until terminated by either you or TrueAccess. TrueAccess may terminate the Agreements or suspend your access to the TrueAccess Service at any time, including in the event of your actual or suspected unauthorized use of the TrueAccess Service and/or Content, or non-compliance with the Agreements. If you or TrueAccess terminate the Agreements, or if TrueAccess suspends your access to the TrueAccess Service, you agree that TrueAccess shall have no liability or responsibility to you, and TrueAccess will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. Sections 4,8,10,11,12,14,15,16,17,18, 19 and 20, herein, as well as any other sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.

12 WARRANTY AND DISCLAIMER

We endeavor to provide the best service we can, but you understand and agree that the TrueAccess services is provided “AS IS” and “AS AVAILABLE”, without express or implied warranty or condition of any kind. You use the TrueAccess service at your own risk. To the fullest extent permitted by applicable law, TrueAccess makes no representations and disclaim any warranties or conditions of satisfactory quality. TrueAccess cannot warrant the service is free of malware or any other harmful components and makes no representation and does not warrant, endorse, guarantee or assume responsibility for any third party application. You understand and agree that TrueAccess is not responsible or liable for any transaction between you and third party providers of third party applications or products or services. As with any purchase of a product or service through any medium or in any environment, you should use your judgement and exercise caution where appropriate. No advice or information whether oral or in writing obtained by you from TrueAccess shall create any warranty on behalf of you from TrueAccess in this regard.

13 LIMITATION AND TIME FOR FILING

You agree that, to the extent permitted by applicable law, your sole and exclusive remedy for any problems or dissatisfaction with the TrueAccess services is to uninstall any TrueAccess software and stop using the TrueAccess service. To the fullest extent permitted by law, in no event will TrueAccess, its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers, or licensors be liable for (1) any indirect, special, incidental, punitive, exemplary, or consequential damages (2) any loss of use, data, business, or profits (whether direct or indirect), in all cases arising out of the use or inability to use the TrueAccess service, regardless of legal theory, without regard to whether TrueAccess has been warned of the possibility of those damages, and even if a remedy fails of its essential purpose; or (3) aggregate liability for all claims relating to the TrueAccess service, third party applications more than the amounts paid to TrueAccess during the prior twelve months in question, to the extent permissible by applicable law.

Nothing in the Agreements removes or limits TrueAccess’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence. Some aspects of this section may not apply in some jurisdictions if prohibited by applicable law.

To the fullest extent permitted by applicable law, you agree that any claim against TrueAccess must be commenced within one (1) year after the date the party asserting the claim first knows or reasonably should have known of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period.

14 THIRD PARTY RIGHTS

You acknowledge and agree that certain distributors (such as app store providers) are intended beneficiaries of the Agreements and have the right to enforce the Agreements directly against you. Other than as set out in this section, the Agreements are not intended to grant rights to anyone except you and TrueAccess, and in no event shall the Agreements create any third party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of the Agreements are not subject to the consent of any other person.

If you have downloaded the App from the Apple, Inc. (“Apple”) App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. This Agreement is between you and TrueAccess only, not with Apple, and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service and/or your possession and use of the App infringe that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the Service. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement. You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

15 ENTIRE AGREEMENT

Other than as stated in this section or as explicitly agreed upon in writing between you and TrueAccess, the Agreements constitute all the terms and conditions agreed upon between you and TrueAccess and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral. Please note, however, that other aspects of your use of the TrueAccess Service may be governed by additional agreements. To the extent that there is any irreconcilable conflict between any additional terms and these Terms, the additional terms shall prevail.

16 SEVERABILITY AND WAIVER

Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law. Any failure by TrueAccess or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive TrueAccess’s or the applicable third party beneficiary’s right to do so.

17 ASSIGNMENT

TrueAccess may assign the Agreements or any part of them, and TrueAccess may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sub-license your rights under the Agreements, to any third party.

18 INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to indemnify and hold TrueAccess harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: (1) your breach of this Agreement; (2) any User Content; (3) any activity in which you engage on or through the TrueAccess Service; and (4) your violation of any law or the rights of a third party.

19 CHOICE OF LAW, AND VENUE

Governing Law / Jurisdiction The Agreements (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of the state of Arizona, United States of America, without regard to choice or conflicts of law principles. Further, you and TrueAccess agree to the jurisdiction of Pima County Arizona to resolve any dispute, claim, or controversy that relates to or arises in connection with the Agreements (and any non-contractual disputes/claims relating to or arising in connection with them).

20 CONTACT US

If you have any questions concerning the TrueAccess Service or the Agreements, please contact us through the Contact Us section of the mobile App or website.

21 BADGE WARRANTY

The badge is covered by a limited warranty for one year from date of purchase. In the event that the badge malfunctions as a result of a defect in materials or workmanship within the first year of use it will be repaired or replaced without charge. Damage to the badge as a result of negligence, water or heat damage, or theft or loss is not covered.

rev. July 28, 2021