REPSCRUBS®

Terms and Conditions

1. NOTICE TO REGISTRANT

The Registrant acknowledges he/she has executed a registration agreement with Prescient Logistics LLC dba REPSCRUBS® LLC, hereinafter (“Company”) enabling sharing of data with (Company) at all Health Systems, Hospitals and Ambulatory Surgery Centers, hereinafter (“Providers”) with whom Company has contracted, and accepts the following conditions set forth in this Terms and Conditions document referred to as (“Agreement”) by both Company and (“Registrant”). The Providers have required usage of the Company attire and related access to monitoring systems and reporting. No part of any fees charged for Registration are related to future purchases or access to Provider Facilities. Information will be made available to Company per above for use with their contractual obligations to Providers.  

2. REGISTRATION

The Registrant agrees he/she has not, and will not provide incomplete, false, or misleading information as part of the registration process or when providing any other information to the Company and/or others in connection with his/her registration.  

3. REGISTRANT PROFILE

The Company provides space on its website in which the Registrant establishes a profile with personal information. As a term and condition of this service, the Registrant warrants the Company that the Registrant’s profile will not be used for any purpose that is unlawful or prohibited by this Agreement. Specifically, Registrant agrees not to upload content, which is libelous, defamatory, obscene, and/or pornographic, threatening, abusive, illegal, false, or otherwise objectionable that would constitute or encourage a criminal offense, violate this Agreement, or that would otherwise give rise to liability or violate any law. The Company reserves the right to deny Registrant access to any part of this service at its sole discretion. Registrant is responsible for all material that is uploaded to his/her profile. The Company makes no endorsement, representation or warranty with respect to statements made within any Registrant profile. In general, subject to the Company’s privacy policy, the Company will not monitor or edit the contents of any Registrant profile unless required in the course of normal maintenance of its website and its systems or unless required to do so by law or in the good-faith belief that such action is necessary: (1) to comply with the law or comply with legal process, (2) to protect and defend the legitimate business interests, rights or property of the Company, its Registrants, users, advertisers, sponsors and/or affiliates; or (3) to act in an emergency to protect the personal safety of our Providers, the Registrants or the public. The Registrant will remain solely responsible for the content of his/her profile. The Company has the right, but not the obligation, to monitor and edit or remove any content within the Registrant’s profile. By uploading text, photos, or any other information into the Registrant’s profile, the Registrant acknowledges that he/she is submitting personal information to the Company and its website. By doing so, the Registrant automatically grants the Company, their disclosed employer and hospital administration an irrevocable license to view the Registrant’s personal information except for a secure PIN and credit card information. The Registrant is responsible for maintaining the accuracy of the Registrant’s profile information and is responsible for notifying the Company of any changes to such profile information.

4. REGISTRANT ACCOUNT

The Registrant’s account is an annual account which will be automatically renewed on the Registrant’s anniversary date. An annual non-refundable registration fee will be charged at the time of registration, and on each renewal anniversary thereafter. If the Registrant chooses not to renew his/her annual Registration, the Registrant must provide the Company written notice 30 days prior to the Registrant’s anniversary date and immediately remove the credit card on file to avoid further automated renewal charges. Registration and annual Renewal charges are nonrefundable and nontransferable. Upon completing the registration process of a new Registration, the Registrant will be assigned an ID Number along with a temporary Personal Identification Number (PIN). The Registrant will then be asked to change their temporary (PIN) to a private number of their choosing. The Registrant is responsible for maintaining the confidentiality of their ID Number and PIN, and for all activities that occur under their ID Number and PIN. The Registrant agrees not to allow any other person(s) to use or access their private account. To support Provider security and ensure proper I.D badge allocation the Registrant acknowledges that the ID and PIN used for the Company’s website and RepScrubs program access are to be used only by the Registrant. The Registrant further acknowledges that any purported or attempted assignment, transfer or allowed use of his/her personal account number by a third party may be cause for immediate termination of that account. The Registrant agrees to notify the Company of any unauthorized use of their account, or any other breach of security immediately upon discovering such a breach or misuse. The Company will not be held responsible for misuse of any Registrant’s account.  

5. PREPAID PRESCIENT CREDIT ACCOUNT

Due to the Provider policy in order to utilize the Company vendor attire and badge system from the ScrubPort®, the Registrant agrees to establish a Prepaid Credit Account with the Company at the time of registration and to maintain a sufficient balance in the Registrant’s Prepaid Credit Account to cover applicable Charges. Upon registration, there will be two initial charges on the credit card provided by the Registrant. These charges represent; (1) the Nonrefundable Annual Registration Fee and, (2) the amount chosen by the Registrant as a Prepaid Credit balance on their account.

6. MAINTAINING THE PREPAID CREDIT ACCOUNT

The Registrant authorizes the Company to automatically charge the Registrant’s credit card on file when the Registrant’s Prepaid Credit Account balance decreases to $20.00 or less. The Company will automatically replenish the account to the amount selected by the Registrant during registration and as listed in the Registrant’s profile by charging that amount against the authorized credit card on file, and the Company will credit that amount to the Registrant’s Prepaid Credit Account. The Registrant authorizes the Company to replenish the Prepaid Credit Account as often as necessary to maintain a positive account balance. The Registrant is responsible for monitoring the status of the Prepaid Credit Account and to ensure that the account has sufficient funds to cover all purchases and transactions. The Registrant acknowledges that no interest shall be paid to the Registrant on the Prepaid Account balance.

7. PREPAID ACCOUNT

If the Registrant chooses to close or terminate their annual Registration, the Registrant must immediately remove their account credit card on file to prevent further automated replenishment charges and provide Company with written notice of said termination. The Registrant’s Prepaid Credit Account can only be used to purchase the Company’s products. Any balance held in a Registrant’s Prepaid Credit Account is transferable, but not refundable. Balances may be transferred to another active Company Registrant within Ninety (90) days following account termination. After Ninety (90) days from the date of the Registrant’s termination, any credits remaining in the Prepaid Credit Account will be forfeited to the Company. 

8. MONTHLY STATEMENT CHARGE

A deduction of $1.50 will be made from the Registrant’s Prepaid Account when a monthly statement of the Registrant’s Account is requested to be mailed or e-mailed. The Registrant’s statements may be accessed for free through the Registrant’s login at www.RepScrubs.com. Internet availability of the Registrant’s statement is a courtesy and is not guaranteed. Information can also be obtained through the Company mobile app.  

9. RESTRICTIONS ON USE OF MATERIALS

Unless otherwise noted, all materials and information, including, without the limitation of all text, data, designs, pictures/photographs, graphics, images, illustrations, icons, links, audio and video, that are part of the Company’s website, collectively recognized as Content, are protected by copyright and patent rights. These rights are owned and operated by the Company. The Registrants agree to abide by all additional copyright notices, information and/or restrictions contained in any Content accessed through its website or as part of any Company product or service. No Content from the Company website may be copied, reproduced, and framed, hyperlinked, republished, downloaded, uploaded, posted, transmitted, or distributed in any way without the prior written consent of Company. If the Registrant wishes to build a hyperlink to the Company website, then they may do so provided they agree to cease such link upon request from the Company. No other use is permitted without the prior written consent of the Company. Unauthorized modification of the Content or use of the Content for any purpose is a violation of patent, copyright and other proprietary rights. For purposes of these terms, the use of any Content on any other website or networked computer environment is prohibited. This section titled “Restrictions on Use of Materials” is not intended to restrict or limit the Registrant’s right or ability to use their own personal information. 

10. PRIVACY

At registration, the Registrant consents to having their data shared when or with: 

(i) Company employees in the course of performing their normal duties, 

(ii) the Registrant’s company employer identified during registration, 

(iii) administrators affiliated with Providers, 

(iv) the Company affiliates and partners who require access to the Registrant’s profile data to enhance the Company and/or Provider services and business practices, 

(v) if the Registrant has consented or otherwise given the Company permission to share data in writing, 

(vi) if the Company has aggregated or de-identified the information, so that it cannot reasonably be used to identify the individual Registrant, 

(vii) if required by applicable law or legal process, or if the Company believe it is in accordance with applicable law or legal process;  

(viii) in connection with selling, merging, transferring, or reorganizing all or parts of our business. 

For more information, see our privacy policy posted on the Company website. 

11. TERMINATION

The Company has the right to terminate the Registrant’s account, and their ability to use or access the Company product, services or the Company website at any time without notice. The Registrant may terminate their Registration at any time by providing written notification to the Company of their intent to terminate, removing any credit card information from their online account, and destroying all Content obtained from the Website, including, without limitation, all personal information that was texted and uploaded during the registration process. Upon termination, the Registrant must destroy all Content obtained from the Website and all copies thereof, whether made under these terms or otherwise. The Company will not be liable for any damage of any nature suffered by any Registrant, user or any third party resulting in whole or in part from the Company’s exercise of its rights under these terms and conditions. 

12. TRANSPARENCY OF MATERIAL AND PRODUCT DISCLAIMER

Our product has the possibility of transparency. If the Registrant is unfamiliar or has concerns regarding the possible transparency of disposable polypropylene scrub outfits, it is recommended that appropriate undergarments be worn. These may be classified as properly laundered athletic shorts and/or a sleeveless undershirt. If the Provider has a specific policy regarding this issue, the Registrant should reference such policy as to the specific undergarments allowed. The Company and any Provider utilizing our program will not be held responsible or liable under any circumstances as it relates to the Registrant not properly addressing this possible transparency issue. A) The Content contained on the Company’s website is provided “as is” and without warranties of any kind, either expressed or implied, including, without limitation, warranties of title, non-infringement or implied warranties of merchantability or fitness for a particular purpose. To the fullest extent permitted by law, the Company disclaims all warranties, expressed or implied, including, without limitation, warranties of title and non-infringement and implied warranties of merchantability and fitness for a particular purpose. The Company does not warrant that the functions contained in the Content will be uninterrupted or error-free, that defects will be corrected, or that the Company website or the servers that make the Company website available are free of viruses or other harmful components. The Company does not warrant or make any representations regarding the use or the results of the use of the Content on the Company website in terms of its correctness, accuracy, reliability, or otherwise. All Registrants are responsible for any and all costs associated with Registration and their posted profile. 

13. LIMITATION OF LIABILITY

Under no circumstances will the Company be liable for any direct, indirect, special, incidental, punitive or consequential damages that result in any manner from the Registrants use or inability to use any services, product or the Company website, reliance on or use of information or services provided on or through the Company website, or that result from mistakes, omissions, interruptions, deletions, errors, defects, viruses, operational delays or transmission or any failure of performance. In no event will the Company’s total liability to the Registrant for all damages, losses, and causes of action, whether in contract, tort or otherwise, exceed the amount, if any, paid by the individual Registrant to the Company within any thirty (30) day period. 

14. INDEMNIFICATION

The Registrants agree to indemnify, defend and hold the Company harmless from all liabilities, losses, claims, costs, expenses, including reasonable attorneys’ fees, related to the Registrants’ violation of this Agreement. 

15. CONTENT

The Content contained on the Website has been assembled as a service to its Registrants and other users of the Company website. The Company does not warrant or guarantee the accuracy, reliability, completeness or adequacy of the Content or the content of any other websites to which the Company website may be linked. The Registrant’s access Content from the Company website or the content of any other websites to which the Website may be linked do so at their own risk. Any unauthorized downloading and distribution of any copyrighted material and/or patented designs from the Website or any other websites to which the Website may be linked, without the copyright and/or patent owner’s permission, is strictly prohibited. 

16. NON-TRANSFERABILITY

All Registrant ID Number, or PIN is nontransferable. 

17. JURISDICTION

All Registrants, including, without limitation, those Registrants who access the Company website from a country other than the United States of America, agree that the laws of the State of Florida will govern any dispute. To the extent that anything in or associated with the Company website is in conflict or inconsistent with the Agreement, the Agreement will take precedence. The Company’s failure to enforce any provision of the Agreement will not be deemed to be a waiver of such provision or of the right to enforce such provision. 

18. REVISION

The Company reserves the right, in its discretion, to change, modify, add, or remove portions of the Agreement at any time. Please check the Agreement periodically for changes. The Registrant’s continued access or use of the Company website following the posting of changes to the Agreement will be deemed to be the Registrant’s conclusive acceptance of those changes and the modified Agreement. 

19. MISCELLANEOUS

A) A Registrant releases the Company, its officers, employees, or agents (collectively “Company”) from all loss, damage, or injury whatsoever from the use or performance of the Company website, services and ScrubPort®. The Company shall not have any obligation or liability to the Registrant with respect to the use, misuse, or performance of the Company website, services or the ScrubPort®. The Registrant agrees to indemnify, protect, and hold harmless the Company from liability for all loss, damage, or injury to persons or property arising from the use of the Company website, services or the ScrubPort®.

B) The Registrant expressly understands and agrees the Company and Prescient shall not be liable to the Registrant for:

•  Any incidental, indirect, special or consequential damages, including, but not limited to, loss of use, revenues, profits, or savings, even if the Company knew or should have known of the possibility of such damages, or
• Claims, demands, or actions against the Registrant by any person, corporation, or other legal entity resulting from the use of the ScrubPort®, credit report inquiry, check authorization, and/or charging against Registrant’s credit card. 

C) The Registrant agrees to pay all costs, including, but not limited to, collection fees, attorneys’ fees, and court costs incurred by the Company in the enforcement of the terms and conditions of this Agreement, from the time the Authority engages attorneys for such matter, through all stages of litigation (if any), including but not limited to pretrial, trial, all appellate levels, pre- or post-judgment collection, User’s bankruptcy, administrative proceedings, or otherwise.

D) If for any reason the Registrant’s Prepaid Account balance is insufficient for purchases made or any other charges due or owing to the Company, the Registrant shall remain liable to the Company for such insufficiencies and all applicable charges, and any funds received by the Company for the Registrant’s account shall first be applied to reduction of such debt and then, but only then, to the credit of future transactions.

E) This Agreement shall be binding upon and inure to the benefit of the Registrant and the Registrant’s successors and the Company their successors and assigns. The Registrant shall not be permitted to assign the obligations or benefits of this Agreement without the written consent of the Company.

F) Notwithstanding anything herein to the contrary, the Registrant agrees that if the Registrant violates the terms of this Agreement, allows another party to use the Registrant’s password and PIN to access their account, the Registrant shall be liable and agrees to pay all applicable charges of such use and the obligations of this Agreement shall fully bind and be applicable to the Registrant as if the Registrant had incurred such charges

The Registrant shall additionally be liable for any damages, costs and fees (including but not limited to those set forth in subsection C above) expenses and liabilities incurred as a result of Registrant’s allowing another party to use their private password and PIN for account access. Further, the Company may fine, suspend, cancel or revoke the Registrant’s Registration and/or account access, for the Registrant’s allowing another party to use their password and PIN account access numbers regardless of whether transaction charges are incurred as a result of the other party’s use. 

G) The invalidity of any portion of this Agreement shall not affect any other portion of this Agreement, which shall remain in full force and effect. Any remaining valid and enforceable portion(s) of the Agreement shall operate and be interpreted as closely to the original intent as legally possible.

H) The Registrant shall inform the Company of any changes to the information contained in the Registration Account records including name, address changes, phone numbers, email, employer and credit card information.

I) The Company reserves the right to reject any Prepaid Account application, for any reason, except those prohibited by law.

J) The Company reserves the right to offset amounts owed to the Company for transactions from funds in the Registrant’s Prepaid Account.

K) Questions regarding the Registrant’s Account or transactions charged to the Registrant’s Prepaid Account should be directed to the Company’s Customer Service Group at the address and telephone number listed below.