Terms of Use

Last Updated: March 18, 2020

By using prosign.online, myloans.us, or epicriver.com and the services provided therein and thereby, including, without limitation, any software-based services (collectively, “Services”) provided by Epic River Healthcare, Inc. (“ERH”) you agree to be bound by the following terms of use, as updated from time to time ("Terms of Use"), whether your access or use is as a guest or a registered user.

Permissible Use.
1. Employees of healthcare providers, insurance providers, financial institutions, loan servicers, collection agencies and any agents thereof acting in a professional capacity agree to use the Services for commercial use to complete transactions on behalf of the associated organization. Personal use is limited to only borrowers, cosigners, coborrowers, or any individual providing requested assistance to access the site for electronic signing, review, download and submission of documents creating, supporting or enabling a patient account financing loan. The commercial use by employees of healthcare providers, financial institutions is limited to providing information for the purposes of creating, signing, completing, transferring, or modifying a patient account financing loan. Subject to the restrictions set forth in the following paragraphs, borrowers, cosigners, coborrowers, or any individual providing requested assistance may copy personal information from the Services only as necessary for personal use to view, save, print, fax and/or e-mail such information. You agree otherwise not to reproduce, modify, distribute, display or otherwise provide access to, create derivative works from, decompile, disassemble or reverse engineer any portion of the Services.

Restrictions and Additional Terms.
1. You agree not to remove or modify any copyright or other intellectual property notices that appear in the Services. You will not use the Services for resale, service bureau, time-sharing or other similar purposes. Further:
  1. Acceptable Use. You agree not to use the Services in any way that is unlawful, or harms ERH, its service providers, suppliers or any other user. You agree not to distribute or post spam, chain letters, pyramid schemes, or similar communications through the Services. You agree not to impersonate another person or misrepresent your affiliation with another person or entity. Except as expressly stated herein, these Terms of Use do not provide you a license to use, reproduce, distribute, display or provide access to any portion of the Services on third-party Web sites or otherwise. Except as expressly stated herein and without limitation, you agree that you will not, nor will you permit or encourage any third party to, reproduce, publicly display, or otherwise make accessible on or through any other Web site, application, or service any reviews, ratings, and/or profile information about ERH, underlying documents, data of or information about patient account financing, or other data or content available through the Services.
  2. Automated Queries. Automated queries (including screen and database scraping, spiders, robots, crawlers and any other automated activity with the purpose of obtaining information from the Services) are strictly prohibited on the Services, unless you have received express written permission from ERH. As a limited exception, publicly available search engines and similar Internet navigation tools ("Search Engines") may query the Services and provide an index with links to the Services' Web pages, only to the extent such unlicensed "fair use" is allowed by applicable copyright law. Search Engines are not permitted to query or search information protected by a security verification system which limits access to human users.
  3. Contact Information. When using Services by filling out a contact request or other request form on the Services, you authorize ERH to provide your name and contact information and other identifying information you provide to the healthcare provider and/or financial institution associated with your account.
  4. Direct Contact by ERH. By using the Services, you authorize ERH to contact you directly to discuss your use of the Services. ERH may use any contact information associated with your user profile to contact you via phone, email or postal mail.

Materials You Provide; Account Use; Privacy; Third Party Web Sites.
1. For materials you post or otherwise provide to ERH in connection with the Services (your "Submission"), you grant ERH an irrevocable, perpetual, royalty-free worldwide license to (a) use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, prepare derivative works of or incorporate into other works, and translate your Submission, in connection with the Services or in any other media, and (b) sublicense these rights, to the maximum extent permitted by applicable law. ERH will not pay you for your Submission or to exercise any rights related to your Submission set forth in the preceding sentence. ERH may remove or modify your Submission at any time. For each Submission, you agree to provide accurate and complete information and represent that you have all rights necessary to grant ERH the rights in this paragraph, that ERH’ use of the Submission will not infringe any third party rights and that the Submission complies with Section 2(a) above. You are solely responsible for all Submissions made through your user account(s) on the Services or that you otherwise make available through the Services.
2. You may not share your user account(s) on the Services with others. You are responsible for all actions taken via your account. ERH will treat your use of the Services in accordance with its Privacy Policy. Certain ERH functionalities may involve the distribution of your Submission to a third party over which ERH has no control. ERH is not responsible for and makes no warranties or representations pertaining to these third parties, including but not limited to the communication, availability, or information provided by or to such third parties. You are responsible for ensuring that your Submission complies with the terms of use associated with any such third party service and you understand that your Submission and your use of a third party service will be treated in accordance with that third party service's own privacy policy.
3. The Role of ERH. ERH does not originate, service or fund loans, provide payment plans, invoice or bill borrowers, collect or process payments, transfer funds, provide credit information or report to credit agencies, or make or assist in credit decisions. Services provide a channel for healthcare providers and financial institutions to connect with each other regarding patient account financing loans. Healthcare providers and financial institutions are solely responsible for establishing the terms on which they wish to conduct business, including, but not limited to, the terms on which patient account financing loans will made, transferred and serviced and the recourse that will exist with respect thereto. Regardless of the fact that patient account financing loan documents are made available through and created, signed, completed, transferred and modified through the Services, ERH accepts no responsibility for such loans or loan documents, their enforceability or their compliance with applicable laws, rules or regulations. ERH has no responsibility whatsoever for payment or nonpayment of such loans or for the acts or omissions of any healthcare providers, financial institutions, loan servicers, collection agencies or their respective agents. Services do not include legal advice. Healthcare providers, financial institutions, loan servicers, collection agencies and their respective agents: (i) are advised to consult with their own counsel regarding compliance and enforceability issues with respect to patient account financing loans; and (ii) represent, warrant and covenant to ERH that they shall comply with all laws, rules and regulations applicable to their respective businesses and to the patient account financing loans processed using the Services. Healthcare providers, financial institutions, loan servicers, collection agencies and their respective agents agree not engage in any unfair, deceptive or abusive act or practice in connection with their use of the Services or the patient account financing loans processed using the Services.

Accessing the Services and Account Security
1. ERH reserves the right to suspend or modify the Services from time to time without prior notice to you, except that ERH will give at least ten (10) days prior notice to you of any modification of the Services that would, in ERH sole discretion, adversely affect you. ERH may also modify any of ERH Fees, in ERH sole discretion, with at least ten (10) days notice to you. Notice to you may be provided in the form of an email or update to the Services in a noticeable location, such as on the home or login page.
2. Subject to your authorized use of the Services in compliance with these Terms of Use, ERH will use commercially reasonable efforts to make the Services available 24 hours per day, seven days per week, except for:
  1. Scheduled downtime, which ERH will use commercially reasonable efforts to schedule as needed for routine maintenance;
  2. Service downtime or degradation due to a force majeure event (including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockage, national or regional emergency, strikes, labor stoppages or slowdowns, passage of law or any action taken by a governmental or public authority, or national or regional shortage of adequate power, utility or telecommunications service, including without limitation internet, wireless or network capabilities and payment or financial systems functionality); or
  3. Any other circumstances beyond ERH reasonable control, including your use or misuse of the Services.
3. Notwithstanding the foregoing, ERH does not guarantee that the Services will be available at all times, and ERH will not be liable if, for any reason, all or any part of the Services are unavailable at any time or for any period. From time to time, ERH may restrict access to some parts of the Services, or the entire Services, to users, including registered users.
4. Fiber, cable, or another high-speed internet connection is required for proper transmission of the Services. You are responsible for:
  1. Procuring and maintaining the network connections necessary to connect to the Services, including but not limited to browser software that supports protocol used by ERH, and for following the access procedures for services that support such protocols.
  2. Making all other arrangements necessary for you to have access to the Services.
  3. Ensuring that all persons who access the Services through your internet or mobile connection are aware of these Terms of Use and comply with them.
    ERH assumes no responsibility for notifying you of any upgrades, fixes or enhancements to any software or for any compromise of data transmitted across computer networks or telecommunications facilities, including but not limited to the internet, which are not owned or operated by ERH. ERH assume no responsibility for the reliability or performance of any connections described herein.

Intellectual Property Rights
1. The Services, and all intellectual property rights therein and thereto, and the Service’s contents, features and functionality (including but not limited to all information, software, data, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by ERH or ERH licensors and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
2. As between you and ERH, you are and will remain the sole and exclusive owner of all right, title and interest in and to all information, data and other content provided to ERH by you in connection with the Services (“Your Data”), subject to the following:
  1. You irrevocably grant all such rights and permissions in or related to Your Data to ERH and any third party service providers as are necessary or useful to perform the Services or enforce these Terms of Use.
  2. You unconditionally and irrevocably assign to ERH all right, title and interest in and to all information, data and other content that is derived by or through the Services from processing Your Data.
  3. As between you and ERH, ERH are and will remain the sole and exclusive owner of all right, title and interest in and to Epic River name and logo, the term “Epic River,” and all related names, logos, product and service names, designs and slogans, each of which are trademarks of ERH or its affiliates or licensors. All other names, logos, product and service names, designs and slogans used in connection with the Services are the trademarks of their respective owners. You must not use such marks without the prior written permission of ERH or the respective owner of such mark, and you must not delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Services.

Links
1. If the Services contains links to other sites, applications or resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. ERH will have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites or applications linked to ERH Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites or applications.
2. You may link to the Services, provided you do so in a way that is fair and legal and does not damage ERH reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on ERH part without ERH express written consent.

Geographic Restrictions
1. The owner of the Services is based in the United States. ERH provides the Services for use only by persons located in the United States. Access to the Services by persons located outside the United States is not permitted.

Disclaimer of Warranties
1. You understand that ERH cannot and does not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to ERH Services for any reconstruction of any lost data. ERH WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE, SERVICES OR APPLICATION LINKED TO IT.
2. YOUR USE OF THE WEBSITE AND THE SERVICES IS AT YOUR OWN RISK. THE WEBSITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER ERH NOR ANY PERSON ASSOCIATED WITH ERH MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER ERH NOR ANYONE ASSOCIATED WITH ERH REPRESENTS OR WARRANTS THAT THE WEBSITE OR SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT ERH WEBSITE, THE SERVICES OR THE SERVER THAT MAKES EITHER AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
3. ERH HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
4. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
1. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF ERH AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO ERH FOR THE APPLICABLE SERVICES IN THE LAST 3 MONTHS OUT OF WHICH LIABILITY AROSE.
2. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification
1. You agree to defend, indemnify and hold harmless ERH, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to
  1. your violation of these Terms of Use, your use of the Services or Services or your violation of any law or right of any third party; or
  2. any third party claim (including claims by patients, regulators, government officials or other entities using the Services) arising out of the patient account financing loans processed using the Services or your relationship with or duties to such third party. Your indemnification responsibility includes, but is not limited to, responsibility for claims made by any healthcare provider, financial institution, loan servicer, or collection agency that you have contracted with and claims made by any patient with respect to the healthcare or healthcare financing services that you may have provided to such patient.
Dispute Resolution
1. If a dispute arises out of or relates to this contract, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure.

Governing Law and Jurisdiction
1. All matters relating to the Services and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of COLORADO without giving effect to any choice or conflict of law provision or rule (whether of the State of COLORADO or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of COLORADO in each case located in the City of DENVER. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Electronic Communications and Electronic Signature; Notice
1. You authorize ERH to accept your electronic signature as authentication of your access and use of the Services and consent to receive electronic communications from ERH in connection with your use of the Services. It is your responsibility to ensure your email address is up-to-date and able to receive correspondence from ERH.
2. Withdrawal of your consent to receive electronic communications or to the use of your electronic signature may be communicated to ERH by email as specified below and will become effective no earlier than five (5) business days from such notice. If such consent is withdrawn, your right to use the Services will cease immediately and you must, at ERH option, return or destroy any copies of ERH materials you have made.

ERH email address for communication and notice purposes relating to these Terms of Use or the Services is info@epicriver.com

Changes to the Terms of Use
1. ERH may revise and update these Terms of Use from time to time in ERH sole discretion. All changes are effective immediately when ERH post them, and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set forth above will not apply to any disputes for which the parties have actual notice prior to the date the change is updated on the Services.
2. Your continued use of the Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check the Services from time to time so you are aware of any changes, as they are binding on you.

Waiver and Severability
1. No waiver by ERH of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of ERH to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
2. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms of Use will continue in full force and effect.
Entire Agreement
1. These Terms of Use and ERH Privacy Policy constitute the sole and entire agreement between you and Epic River Healthcare, Inc. with respect to the Services, and supersede all prior and contemporaneous ERH understandings, agreements, representations and warranties, both written and oral, with respect to the Services.