Enter RCM LLC Terms of Service
Last updated: November 11, 2021
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CREATING AN ACCOUNT, USING THE SERVICES OR AGREEING TO A PRICING SCHEDULE OR ORDER FORM THAT INCORPORATES THESE TERMS OF SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CREATE AN ACCOUNT AND DO NOT ACCESS OR USE THE SERVICES.
These Terms of Service and any terms expressly incorporated herein (“Terms”) apply to your access to and use of any of the services offered by Enter RCM LLC (our “Services”) through any website owned or controlled by Enter RCM LLC (each, a “Site”). Enter, Inc. may be referred to as "Enter," "https://enter.health" “Company,” “we,” or “us”. Certain parts of these Terms only apply to a particular type of Service as identified below (e.g. Parts 2-4). The Effective Date of these Terms is the date you first accept these Terms by using the Services or the date set forth in a pricing schedule or order form. The Terms may be modified from time-to-time as specified in Section 21.2
NOTE: THESE TERMS CONTAINS A BINDING ARBITRATION PROVISION, CLASS ACTION WAIVER AND TIME LIMIT ON SUBMITTING CLAIMS THAT AFFECT YOUR RIGHTS. PLEASE READ THESE TERMS CAREFULLY
1. ELIGIBILITY
You may be a medical provider or medical business that employs medical providers that uses the Services for medical factoring Services and/or Patient billing and/or revenue cycle management (each a “Provider”) or a patient that uses the Wallet Services to pay a Provider or a patient that receives medical services from a Provider that uses any of the Services (each a “Patient”). You represent and warrant that you: (a) are of legal age to form a binding contract; (b) have not previously been suspended or removed from using our Services; and (c) have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party. If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to bind it and act on its behalf.
If you are a Provider, you must request that Enter executes a Business Associate Agreement with you and you represent and warrant that you have all rights and necessary consents to upload personal data, including, without limitation, protected health information, to the Services.
2. PROFILE ENROLLMENT
When you enroll your user profile information (“Profile”), you agree to: (a) provide accurate and truthful information; (b) maintain and promptly update your Profile information; (c) maintain the security of your account by restricting access to your account; and (d) promptly notify us if you discover or otherwise suspect any security breaches related to your account or your Profile information. We reserve the right to suspend or terminate the account of any user who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.
3. PRIVACY POLICY
Please refer to our Privacy Policy (www.enter.health/legal/privacy-policy) that is incorporated hereunder for information about how we collect, use and share your information.
4. DESCRIPTION OF THE ENTER SERVICES
4.1 Patient Wallet Services
The Enter Wallet Services provides a white-labeled billing and payment portal for Providers to have their Patients pay the Provider. The additional terms in Part 2 below apply to the Wallet.
4.2 Medical Factoring Services
The Medical Factoring Services allow for Enter to purchase Provider’s insurance receivables. The additional terms in Part 3 below apply to the Medical Factoring Services.
4.3 Payer Solution Services
The Payer Solutions Services allow for Enter to assist Provider with submitting its payment claims to insurance and for Enter to manage the insurance payment and denial processes. The additional terms in Part 4 below apply to the Payer Solutions Services.
5. UNAUTHORIZED ACCESS.
We cannot and do not guarantee that your account information will be safe from unauthorized third party access. You are solely responsible for implementing adequate security practices to protect against any unauthorized access to your account, including, without limitation, by protecting your login credentials and Profile information, avoiding the introduction of viruses, key logging software, and other harmful software into any computer or device you use to access the Services, and protecting against any unauthorized access to the e-mail account and other communication methods associated with your account or Profile. You take responsibility for all activities that occur through your account and accept all risks of any authorized or unauthorized access to your account, to the maximum extent permitted by law.
6. RELATIONSHIP
You and Company are independent contractors for all purposes, and neither party acts as an agent or trustee of the other party (except to the extent expressly provided hereunder as to Company’s power of attorney).
7. ACCURACY OF INFORMATION
You represent and warrant that any information you provide via the Services is accurate and complete. You acknowledge and agree that Company is not responsible for any errors or omissions that you make in connection with any transaction initiated via the Services. We strongly encourage you to review your transaction request details carefully before completing any transaction requests via the Services. We are not responsible for any errors or omissions you make in connection with conducting any transaction.
8. TAXES
It is your responsibility to determine what, if any, taxes apply to the transactions you complete via the Services, and any profit or loss you obtain therefrom, and it is your responsibility to collect, report, withhold, and remit the correct taxes to the appropriate tax authorities.
9. FEES
Company may, in its sole and absolute discretion, make certain services available free of charge and require fees for other service offerings. We reserve the right to provide notice of any charges applicable to the use of any of our Services via our Services, electronic correspondence, or invoices. Unless an alternative price structure has been quoted to a business in writing, such as in an order or pricing schedule, our standard price structure will apply which is available at enter.health/pages/price.
By using the Services, you consent to receiving electronic communications from Enter. These electronic communications may include notices about applicable fees and charges related to the Services and transactional or other information concerning or related to the Services. These electronic communications are part of your relationship with Enter and you receive them as part of your use of the Services. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
10. DISCONTINUANCE OF SERVICES
We may, in our sole discretion and free from liability, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.
In the event of any Force Majeure Event (as defined in Section 22.5), breach of these Terms, or any other event that would make provision of the Services commercially unreasonable for Company, we may, in our discretion and without liability to you, with reasonable notice depending on the circumstances, suspend your access to all or a portion of our Services. If, in the Company’s sole discretion it is determined to be necessary, the Company may terminate your access to the Services or even delete or deactivate your account and all related information and files in such account without liability to you Upon termination, we will discontinue your access to the Service as described above.
11. ASSUMPTION OF RISK
You acknowledge and agree that there are risks associated with utilizing Internet-based services including, but not limited to, the risk of failure of hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored with your account. You acknowledge and agree that Company will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using the Services, outside of Company’s direct control.
Company takes no responsibility for and will not be liable for any losses, damages, or claims arising from the use of our Services, including, but not limited to, any losses, damages, or claims arising from (a) an account being accessed by a third party guessing your credentials through luck or trial and error, (b) server failure or data loss, (c) compromised phone access to accounts, (d) incorrectly constructed transactions; (e) "phishing," viruses, third-party attacks, or any other unauthorized third-party activities, or (f) any unauthorized access to our Services via your account or Profile
12. THIRD-PARTY SERVICES AND CONTENT
In using our Services, you may view content or utilize services provided by third parties, including links to Web pages and services of such parties (“Third-Party Content”). We do not control, endorse or adopt any Third-Party Content and will have no responsibility for Third-Party Content, including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable. You are solely responsible for determining whether the use of our Services or any Third-Party Content is permissible under the laws applicable to your jurisdiction. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.
You hereby authorize us to obtain and use any information associated with your Profile. Such information may include your:
- name;
- email address;
- mobile phone number;
- physical address;
- photograph;
- electronic scan of driver’s license (including photo) or other government ID;
- Enter network identification number.
We may also obtain information from other sources and combine that with the information above or other information we collect or otherwise obtain through our Services. From time to time, we may obtain consumer reports about you from consumer reporting agencies. By enrolling in and using the Services, you authorize us to obtain consumer reports or other information about you from third parties from time to time.
13. ACCEPTABLE USE
You agree that you will not use the Services to violate any law, contract, or third-party right, and that we, and our officers, directors and employees (“Company Parties”) are not liable for your conduct in using our Services. Without limiting the generality of the foregoing, you agree that use of our Services in connection with any transaction involving illegal products or services is prohibited.
13.1 Cause No Harm
You further agree not to use our Services or any component thereof in any manner causing harm, financial or otherwise, to Company Parties, or anyone else. This includes, but is not limited to, the following :
13.2 Self-Governance
In addition to the obligations set forth elsewhere in these Terms, Providers agree to:
14. FEEDBACK
We will own exclusive rights, including all intellectual property rights, to any feedback, suggestions, ideas or other information or materials regarding Company or our Services that you provide, whether by email, posting through our Services or otherwise (“Feedback”). Any Feedback you submit is non-confidential and will become the sole property of Company. We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You waive any rights you may have to the Feedback (including any copyrights or moral rights). Do not send us Feedback if you expect to be paid or want to continue to own or claim rights in them. We also have the right to disclose your identity to any third party who is claiming that any content posted by you constitutes a violation of their intellectual property rights, or of their right to privacy. Further, you agree not to submit any Feedback that is defamatory, illegal, offensive, or otherwise violates any right of any third party, or breaches any agreement between you and any third party.
15. COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated by us, all copyright and other intellectual property rights in all content and other materials contained on our website or provided in connection with the Services, including, without limitation, the Company or Company logo and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “Company Materials”) are the proprietary property of Company or our licensors or suppliers and are protected by copyright laws and other intellectual property rights laws.
We hereby grant you a limited, nonexclusive and non-sublicensable license to access and use the Company Materials for your personal or internal business use. Such license is subject to these Terms and does not permit (a) any resale of the Company Materials; (b) the distribution, public performance or public display of any Company Materials; (c) modifying or otherwise making any derivative uses of the Company Materials, or any portion thereof; or (d) any use of the Company Materials other than for their intended purposes. The license granted under this Section will automatically terminate if we suspend or terminate your access to the Services.
16. TRADEMARKS
“Enter,” the Company logo, and any other Company product or service names, logos or slogans that may appear on our Services are trademarks of Company and may not be copied, imitated or used, in whole or in part, without our prior written permission. You will not use any trademark, product or service name of Company without our prior written permission, including without limitation any metatags or other “hidden text” utilizing any trademark, product, or service name of Company. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons, and scripts, is the service mark, trademark, and/or trade dress of Company and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned through our Services are the property of their respective owners. Reference to any products, services, processes, or other information, by name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.
17. DISCLAIMER OF WARRANTIES
17.1 As-Is Services
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT, AND MATERIALS CONTAINED THEREIN.
17.2 Assumption of Risk of Loss of Information
YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.
17.3 Jurisdictional Limitation
Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of the disclaimers in this section may not apply to you.
18. LIMITATION OF LIABILITY
18.1. Limitation of Applicable Damages
EXCEPT AS OTHERWISE REQUIRED BY LAW, IN NO EVENT SHALL THE COMPANY PARTIES BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OUR SERVICES OR THE COMPANY MATERIALS OR YOUR INTERACTIONS WITH OTHER USERS THROUGH THE SERVICES OR OFFLINE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM COMPANY, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO COMPANY’S RECORDS, PROGRAMS, OR SERVICES.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.
18.2. Limitation of Liability Amount
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY PARTIES EXCEED THE GREATER OF: (I) ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000.00) OR (II) THE TOTAL AMOUNT OF FEES YOU HAVE PAID THE COMPANY FOR THE SPECIFIC SERVICE IDENTIFIED IN THE STATEMENT OF DISPUTED SERVICES (AS DEFINED BELOW). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL YOUR AGGREGATE LIABILITY EXCEED THE GREATER OF: (I) ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000.00) OR (II) THE TOTAL AMOUNT OF OUTSTANDING FEES YOU OWE THE COMPANY FOR THE SERVICES. THESE LIMITATIONS ON LIABILITY SHALL APPLY WHETHER SUCH LIABILITY ARISES IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES OR TO THESE TERMS.
19. INDEMNITY
You agree to defend, indemnify, and hold harmless the Company Parties from any claim, demand, action, damage, loss, cost, or expense, including without limitation reasonable attorneys’ fees, arising out or relating to
20. APPLICABLE LAW; ARBITRATION PROVISION
As set forth in these Terms, the laws of the State of California, without regard to principles of conflict of laws, will govern these Terms and any claim or dispute that has arisen or may arise between you and Company.
20.1 Definitions
The word “Claims” means all claims, disputes, or controversies between you and us of any nature or kind, whether pre-existing, present, or future, that arise from or relate to the Site and/or Services. This includes but is not limited to disagreements about the validity, enforceability, or scope of this Arbitration Provision.
20.2 Governing Law
These Terms are governed by the laws of the State of California (without regard to its conflicts of law provisions).
20.3 Informal Efforts to Resolve Dispute
If a dispute arises between you and Enter, you should first attempt to resolve it by contacting our Customer Service Center at support@enter.health (at no cost), by sending the details of your complaint, including your contact information for a response, to the address listed below. We will attempt in good faith to resolve all Claims submitted this way within fifteen (15) days of receipt.
20.4 Identification of Issues In-Dispute
If the informal efforts outlined in paragraph 20.3 are unsuccessful, Company shall provide you a report of all Services provided to you during the pendency of the relationship. Prior to the initiation of any mediation or arbitration, you are required to identify and provide to the Company the exact Services that are the subject of the dispute and the claims for damages as to each Service (the “Statement of Disputed Services”). If you refuse to provide a Statement of Disputed Services prior to the initiation of a mediation or arbitration, both a mediator and the arbitrator shall have the right to compel you to provide a Statement of Disputed Services and the Company shall be entitled to its costs and attorneys’ fees in seeking the Statement of Disputed Services.
20.5 Mandatory Mediation
Prior to initiating an arbitration, each party agrees to submit its dispute to non-binding mediation. The parties shall share equally in all mediation costs. A mediation shall be initiated within 60 days of demand and shall be completed within 120 days of demand. If a party refuses to participate in mediation and initiate arbitration, then it shall not be entitled to its costs or attorneys’ fees, regardless of the outcome of the arbitration.
20.6 Agreement to Arbitrate; Right to Opt Out
If informal efforts to resolve any claims or dispute fail, you agree that any and all claims or controversies arising out of or relating to these Terms or the Services will be resolved exclusively by final and binding arbitration as described herein, except that: (i) either party may assert claims in a small claims court in Los Angeles County if such claims meet the court’s jurisdictional requirements; and (ii) either party may pursue claims and relief in a court of competent jurisdiction regarding the validity and/or infringement of a party’s intellectual property rights. The existence, content and result of the arbitration will be held in confidence by the parties, their representatives, any other arbitration participants, and the arbitrator.
There is no judge or jury in arbitration, and court review of an arbitration award is very limited. However, an arbitrator can award to you on an individual basis the same damages and forms of relief as a court could (including injunctive and declaratory relief as well as statutory damages) and must follow the law and terms of this Agreement as a court would. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions and private attorney general actions are not permitted and you waive all rights to bring a class action—to the extent permitted by law.
IF YOU DO NOT WISH TO BE BOUND BY THIS ARBITRATION PROVISION, YOU MUST NOTIFY ENTER IN WRITING WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST ACCEPT OR HAVE ACCESS TO THIS AGREEMENT BY MAILING OR FAXING AN OPT-OUT REQUEST TO OUR CUSTOMER SERVICE CENTER LISTED BELOW. YOUR WRITTEN NOTIFICATION MUST INCLUDE YOUR NAME, ADDRESS, THE EMAIL ADDRESS YOU USED TO REGISTER WITH ENTER, AND A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH US THROUGH ARBITRATION. YOUR DECISION TO OPT OUT OF THIS ARBITRATION PROVISION WILL HAVE NO ADVERSE EFFECT ON YOUR RELATIONSHIP WITH US OR THE DELIVERY OF SITE, APP AND/OR SERVICES TO YOU BY US. IF YOU HAVE PREVIOUSLY NOTIFIED US OF YOUR DECISION TO OPT OUT OF ARBITRATION, YOU DO NOT NEED TO DO SO AGAIN.
20.7 Arbitration Fees
The allocation and payment of all filing, administration and arbitrator fees shall be split equally by and among the parties. However, the party initiating the arbitration shall advance all arbitration fees and costs during the pendency of the arbitration and such fees and costs shall be assessed and reapportioned as between the parties in the arbitrator’s final award. .
20.8 Arbitration Rules
The arbitration will be conducted by the JAMS under its rules. If you are a resident of the United States the arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. . If you are a resident of a country other than the United States, the arbitration shall be administered by JAMS pursuant to its International Arbitration Rules. , The Parties agree to submit to the personal jurisdiction of the California Courts (both U.S. federal and State) in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. In the event of a conflict or inconsistency between the applicable arbitration rules and these Terms of Service, this Terms of Service shall govern and control.
The arbitration will be conducted by a single arbitrator who is an attorney-at-law with at least fifteen years’ experience, selected by agreement of the parties, and the arbitrator shall be experienced in the agreements for the services similar to the Services. The arbitration will be conducted in Los Angeles, California. The arbitrator may, in their discretion, award reasonable costs and fees, including attorneys’ fees, to the prevailing party. The arbitrator is explicitly authorized to consider the party’s prior settlement offers and any offered concessions as part of the costs and fees analysis. If, however, the Company compensates you for the full amount of damages identified by you in the Statement of Disputed Services by no later than sixty (60) calendar days prior to the arbitration hearing, the Disputed Services shall be considered fully resolved and each party shall bear their own costs and attorneys’ fees.
The arbitrator will have full power and authority to determine issues of arbitrability and to interpret or construe the applicable provisions of any agreements between the parties. The arbitrator shall also fashion appropriate remedies for breaches provided that the arbitrator will not have any right or authority (1) over the parties or the Claims in excess of the authority of a court having jurisdiction over such parties and/or Claims absent this agreement to arbitrate; or (2) award damages in excess of the types and limitations found in these Terms. For any Claims arising or relating to the relationship between you and Company, the parties irrevocably and unconditionally submit to the exclusive jurisdiction and venue in the United State District Court for the Central District of California, or, if that court does not have jurisdiction, the Superior Court of the State of California, County of Los Angeles. The parties irrevocably and unconditionally waiver any objection to the laying of venue in such courts.
If the parties are unable to agree on a mutually acceptable arbitrator within fifteen (15) days after the arbitration is initiated, then the JAMS will pick a neutral arbitrator who meets the qualifications. The JAMS rules are available at http://www.jamsadr.com, or by calling 1-800-352-5267 (at no cost) from inside the United States or +44 207 583 9808 from outside the United States.
20.9 Initiating Arbitration
To begin an arbitration proceeding, you must follow the procedures specified by the applicable JAMS rules as described on their website at http://www.jamsadr.com.
Time Restriction. EACH PARTY MUST FILE A COMPLAINT WITH JAMS OR A PERMITTED COURT WITHIN ONE (1) YEAR OF THE DATE OF EACH SERVICE IDENTIFIED IN THE STATEMENT OF DISPUTED SERVICES, OR ANY OTHER APPLICABLE CLAIM-RELATEDEVENT. ANY CLAIMS INITIATED AFTER THIS ONE YEAR STATUTE OF LIMITATIONS ARE EXPLICITLY WAIVED. EXCEPT BY EXPRESS WRITTEN CONSENT OF THE PARTIES, THIS PERIOD SHALL NOT BE TOLLED WHILE THE PARTIES ENGAGE IN INFORMAL DISPUTE RESOLUTION AND/OR MEDIATION.
20.10 Arbitration Process
Because appearing in person for arbitration can be unduly burdensome in the circumstances, arbitration under this Arbitration Provision shall not require any personal appearance by the parties or witnesses unless mutually agreed. Either or both parties may participate by written submissions, telephone calls, or other means of remote communication as allowed by the arbitrator. The arbitration proceedings will be conducted in the English language.
The arbitration can only decide Claim(s) between you and us, and may not consolidate or join the claims of other persons that may have similar claims. There shall be no pre-arbitration discovery except as provided for in the applicable JAMS rules. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information.
In conducting the arbitration proceeding, the arbitrator will apply the law of the State of California (without regard to its conflicts of law provisions). Within thirty (30) days of the Arbitration Hearing, the arbitrator shall provide a written explanation of the basis for the decision and award. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision will be final and binding on the parties except for any right to appeal under the JAMS rules or the Federal Arbitration Act.
20.11 Confidentiality
You and we shall keep confidential any information exchanged during the arbitration as well as the decision of the arbitrator made with respect to any Claim(s) arbitrated under this Arbitration Provision and, with the exception of disclosure to your or our attorneys, accountants, auditors, and other legal or financial advisors, or as necessary to enfoce the arbitration award, neither party shall disclose such information or decision to any other person unless required to do so by law.
20.12 Continuing Obligation to Arbitrate; Severability
This Arbitration Provision shall survive termination of your access to or use of any Site and/or Services and related agreements. If any portion of this Arbitration Provision is deemed invalid or unenforceable at law, such invalid or unenforceable provision will be interpreted, construed or reformed to the extent required to make it valid and enforceable, and this shall not invalidate the remaining portions of this Arbitration Provision. Enter Customer Service Center Address:
Enter, Inc.
268 Bush St. #2908
San Francisco, CA. 94104
20.13 Small Claims Court
Each party reserves the discretion to exercise its right to pursue all Claims and/or disputes under the statutory limits for Small Claims and neither party is bound in these cases by any arbitration requirements binding it to arbitration in pursuing such claims under these limits.
21. MISCELLANEOUS
21.1 Entire Agreement; Order of Precedence
These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Services. These Terms do not alter the terms or conditions of any other electronic or written agreement you may have with Company for the Services or for any other Company product or service or otherwise. In the event of any conflict between these Terms and any other agreement you may have with Company, the terms of that other agreement will control only if these Terms are specifically identified and declared to be overridden by such other agreement.
21.2 Amendment
We reserve the right to make changes or modifications to these Terms from time to time, in our sole discretion. If we make changes to these Terms, we will provide you with notice of such changes, such as by sending you an email and/or by posting the amended Terms via the Services and updating the “Last Updated” date at the top of these Terms. All amended Terms will become effective immediately on the date they are posted to the Services unless we state otherwise via our notice of such amended Terms. Any amended Terms will apply prospectively to use of the Services after such changes become effective. Your continued use of the Services following the effective date of such changes will constitute your acceptance of such changes. If you do not agree to any amended Terms, you must discontinue using the Services.
21.3 Waiver
Our failure or delay in exercising any right, power, remedy, or privilege under these Terms will not operate as a waiver thereof and no waiver will be effective unless it is in writing and signed by an authorized representative of Company. If Company waives any right, power, remedy, or privilege, such waiver will not waive any successive or other rights, powers, remedies, or privileges Company may have.
21.4 Severability
If any provision of these Terms is held invalid or unenforceable by a court with jurisdiction over the parties, or by an arbitrator, such provision will be severed and the remainder of the Terms will remain in full force and effect.
21.5 Force Majeure Events
Company will not be liable for any loss or damage arising from any event beyond Company’s reasonable control, including, but not limited to, flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, pandemic, or equipment or software malfunction (each, a “Force Majeure Event”).
21.6 Assignment
You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from Company, including by operation of law or in connection with any change of control. Company may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.
21.7 Headings
Headings of sections are for convenience only and will not be used to limit or construe such sections.
21.8 Survival
Sections 17 (Disclaimer of Warranties), 18 (Limitation of Liability), 19 (Indemnity), 20 (Applicable Law; Arbitration) and this Section 21 (Miscellaneous) will survive any termination or expiration of these Terms.
21.9 Other
Notwithstanding any other provision of these Terms, any translation of these Terms is provided for the Provider's convenience. The meanings of terms, conditions, and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.
21.10 Group Emails
Use of a generic or group email address (e.g. ‘accounting@abc.com’) as the primary email address associated with user accounts is prohibited.
The terms of this Part 2 applies to your use of the Wallet or Patient billing Services.
1. Wallet Services
1.1. Services
Provider users who intend to request the ability for its users to make payments through the Services from Patients may use a suite of tools and related services for this purpose. Through the Services, Company enables Patients to make payments to Providers, and for Providers to accept payments from Patients, indirectly through a third party payment processor, currently Stripe.
1.2 Provider Profile
Each Provider user is required to provide accurate information necessary to complete a Provider profile associated with the user's Profile. This information may include business name, address and other contact information, website URL, taxpayer or other government ID, corporate documents, and other information Company may request. Company may limit Provider transaction volumes depending on (i) the Provider's historical activity on Services, (ii) satisfactory completion of a Provider profile; (iii) satisfaction of reasonable requests for additional information; (iv) perceived risks; (v) repeated customer complaints; and/or (vi) any indication that the Provider has violated these Terms. Newly-on-boarded Providers may be required to submit to additional verification procedures as necessary to verify that the Provider operates a legitimate business.
1.3 Wallet Collections
As a Provider, you may add, or request Enter to add, Patients to your Enter dashboard for the purpose of communicating with those Patients to request payment of bills and guiding the Patient to pay through the Services. Additionally, Enter may add Patients to your Enter dashboard if you have uploaded claim information that includes that Patient’s information to the Services.
The Services consist of one or more of the following: messaging applications, SMS, MMS, email, letter and phone call gateway access, data encryption, data transmission, data access, data storage and, if applicable, synchronization software, that enable you to send SMS messages, MMS messages, emails, letters and/or voice broadcasts to recipients designated by you. We transmit messages initiated by you or sent to you by others through different routes, and the level of reliability and support for special features varies according to the route.
Company only provides that the Services are processed correctly and further transmitted by Company to the applicable downstream network. Company is not responsible for the final delivery of any communication initiated by you through the Services, as this is out of our control and is the responsibility of downstream communications carriers.
Company transmits and receives voice, email, SMS, and MMS messages via other major telecommunications companies and mobile network operators, and thus Company’s influence over the timing of the transmission of your messages is within the technical constraints imposed upon Company. While Company shall use commercially reasonable efforts to transmit your messages and broadcasts to the applicable network for final delivery to your designated recipients as fast as possible, we cannot commit to, and do not guarantee, a specific maximum delivery time. Such times depend on various network and system-related factors among the various entities involved in the transmission of your messages across the public switched telephone network and/or Internet. You should know that communications carriers assign messages with a default lifetime and any message that cannot be delivered successfully within the lifetime assigned to it will be discarded by the communications carrier without any notice. Company is not liable for any loss incurred by the failure of a message to be delivered, and you acknowledge that damages for financial or other loss resulting from delivery failure cannot be claimed from Company for any such non-deliveries. Furthermore, you agree that message contents are deemed to have zero value.
1.3.1 Wallet Usage Policy
As a Provider, you represent and warrant that the owners of the phone numbers you initiate messages to through the Services have consented or otherwise opted-in to the receipt of such messages and broadcasts as required by any applicable law or regulation. You further agree that you will include clear opt-out/unsubscribe information on your messages when required to do so by any applicable law or regulation and otherwise adhere to the Consumer Best Practices Guidelines promulgated by the Mobile Marketing Association, if applicable to your messages. You further agree that any individuals requesting “Do-Not-Call” (“DNC”) status shall immediately be placed on your DNC accounts list and you further agree that you will not initiate any subsequent messages to any individuals after they request DNC status.
You agree to familiarize yourself with and abide by all applicable local, state, national and international laws and regulations and are solely responsible for all acts or omissions that occur under your account, including without limitation the content of the messages that you create and initiate through the Services. Without limiting the foregoing, you agree to familiarize yourself with the legalities of any messages transmitted through the Services by visiting the following websites:
The Telephone Consumer Protection Act (“TCPA”), the Federal Trade Commission, the Federal Communications Commission, the DNC list registry rules (http://www.donotcall.gov) and various state laws, rules and regulations place restrictions on certain types of phone calls and SMS or MMS messages. Company is in no way attempting to interpret any laws, rules, or regulations. This information is provided merely as a courtesy and is not intended to replace your responsibility to familiarize yourself with and abide by the legal requirements pertaining to your messages prior to using the Company Sites or Services. You are ultimately responsible to make your own informed decisions regarding your messages.
You shall schedule your messages responsibly and in a manner that is courteous to the recipients pursuant to local, state, national, and international calling time rules and regulations. You are solely responsible for obtaining any rights or licenses to any data, including without limitation sound files, pictures or videos for inclusion in any outbound messages. If you are unfamiliar or unclear on the legalities of any message that you intend to initiate through the Services, you must consult with your attorney prior to your use of the Company Sites or Services.
You accept that the Services are provided for internal business use (as a Provider) and/or personal use (as a Patient) only, and you agree that your use of the Company Sites or Services shall not include:
You agree to provide legally required contact information in any outbound message when and where required by any applicable local, state, national or international law or regulation. You further agree that Company is, under no circumstances, responsible for the contents and/or accuracy of your messages and Company will only transmit them on a basis of good faith that you use the Services in accordance with these Terms. Company will not be liable for any misuse of the Services by you. Company is not responsible for the views and opinions contained in any of your messages or broadcasts.
Calls may be monitored and reported upon each billing cycle to ensure sound traffic patterns. Excessive routing of high-cost calls will be addressed to customer by Company and fines may be assessed to recover excess charges from Company VoIP termination companies.
2. Provider Transactions and Settlement
2.1. Transaction Confirmation
Company will provide Provider users of the Wallet Services with an order notification indicating when or whether the Provider has been paid by the Patient.
2.1.1. Completed Order Notifications
Upon Provider's Patient’s submission of a valid and completed payment through the Wallet Services, Company will send a callback to Provider's designated callback URL to confirm successful transfer of the Patient’s payment to Provider—so designated as a "completed" order. Except upon chargebacks or on suspicion of fraud, error, or abusive use, Company will not reverse a payment which it has designated as completed.
2.1.2. License
Provider hereby grants to Company a non-exclusive license to use the Provider’s name, logos, trademarks and tradenames to white-label the Wallet Services so that the user interface displayed to Provider’s own Patients is branded with Provider’s name, logos, trademarks and tradenames.
2.1.3. Limitations
Company may delay order verifications if Provider has not provided its legal name, logo, website, phone number, address, taxpayer identification number, designation of business location and type. Until completion of such applicable verification procedures, newly-on-boarded Providers may experience delayed processing of Transactions. Company reserves the right to refuse to process, cancel, or to reverse any Provider transaction (i) as required by law, (ii) in response to a facially valid subpoena, court order, or other government order, or (iii) if Company reasonably suspects that the transaction is erroneous.
2.2 Settlement
Settlements to Provider will generally take a minimum of two business days, following the transmission to Provider of confirmation of the relevant transaction, although exceptions may apply.
3. Release, Restrictions, and General Use
3.1 Provider Transactions
Each Provider and Patient acknowledge and agree that Company has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any services that the Provider is paid for by its Patients using the Services. Each Provider is responsible for handling Patient inquiries related to the services it sells to Patients through the Services, except for inquiries related to payment for such services which will be handled by Company. Each Provider confirms that by opening an account, the Provider will not use the Services to accept payments in violation of these Terms. You agree that any billing disputes are solely between Provider and the Patient and we are not a party to agreements or disputes between Provider and Patient.
3.2 Provider Account Cancellation
If, in Company's discretion, a Provider is understood to take any action that Company deems as circumventing Company's controls, including, but not limited to, opening multiple Company accounts or abusing promotions which Company may offer from time to time, Company may cancel or suspend corresponding Provider account(s). Provider account(s) may also be suspended or cancelled according to the procedure set forth in the these Terms (i) as required by law, (ii) in response to a subpoena, court order, or other binding government order, (iii) if the Provider engages in any actual or suspected illegal activity, or (iv) if Company determines that Provider's account activity presents a heightened risk of legal or regulatory non-compliance.
4. Reserve
At any time and from time to time, we may temporarily suspend or delay payments to you and/or designate an amount of funds that you must maintain in your Enter Account or in a separate reserve account (a “Reserve”) to secure the performance of the payment obligations under these Terms. Company may require a Reserve for any reason, including if you have a high rate of Chargebacks (described in Section 5), refunds, or other indications of performance problems related to your use of the Services. The Reserve will be in an amount as reasonably determined by Company to cover anticipated Chargebacks, returns, unshipped merchandise and/or unfulfilled products or services or credit risk based on your processing history. The Reserve may be raised, reduced or removed at any time by Company, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in Company’s favor, or otherwise as Company may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your Enter Account, including but not limited to any funds (a) deposited by you, (b) due to you under these Terms, or (c) available in your bank account, or other payment instrument registered with us. You grant Company a security interest in and lien on any and all funds held in any Reserve, and also authorize Company to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe Company under these Terms, including without limitation for any reversals of deposits or transfers made to your Enter Account. You will execute any additional documentation required for Company to perfect our security interest in any funds in the Reserve. This security interest survives for as long as Company holds funds in your Reserve.
5. Your Liability for Chargebacks
The amount of a transaction may be reversed or charged back to your Enter Account (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by the Network or a Buyer or a financial institution, (c) was not authorized or Company has any reason to believe that the transaction was not authorized, (d) is allegedly unlawful, suspicious, or in violation of the terms of these Terms.
6. Our Collection Rights for Chargebacks
For any transaction that results in a Chargeback, Company may withhold the Chargeback amount in a Reserve. Company may debit the amount of any Chargeback and any associated Fees, fines, or penalties listed in the Fee Schedule or assessed by the Association or Company’s processor from your Enter Account (including without limitation any Reserve), any proceeds due to you, your bank account, or other payment instrument registered with us. If you have pending Chargebacks, we may delay payouts from your Enter Account. Further, if Company reasonably believes that a Chargeback is likely with respect to any transaction, Company may withhold the amount of the potential Chargeback from payments otherwise due to you under these Terms until such time that: (a) a Chargeback is assessed due to a Buyer’s complaint, in which case Company will retain the funds; (b) the period of time under applicable law or regulation by which the Buyer may dispute that the transaction has expired; or (c) Company determines that a Chargeback on the transaction will not occur. If Company is unable to recover funds related to a Chargeback for which you are liable, you will pay Company the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of Company in connection with the collection of all Enter Account deficit balances unpaid by you.
7. Excessive Chargebacks
If Company determines that you are incurring an excessive amount of Chargebacks, Company may establish controls or conditions governing your Enter Account, including without limitation, by (a) establishing new processing fees, (b) creating a Reserve in an amount reasonably determined by Company to cover anticipated Chargebacks and related fees, (c) delaying payouts, or (d) terminating or suspending the Services.
8. Contesting Chargebacks
You agree to assist Company when requested, at your expense, to investigate any of your transactions processed through the Services. To that end, you permit us to share information about a Chargeback with the Buyer, the Buyer’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. Company will request necessary information from you to contest the Chargeback. If the Chargeback is contested successfully, Company will release the reserved funds to your Enter Account or Funding Source. If a Chargeback dispute is not resolved in your favor by the Network or issuing bank or you choose not to contest the Chargeback, Company may recover the Chargeback amount and any associated fees as described in these Terms. You acknowledge that your failure to assist Company in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible Chargeback. Company reserves the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.
9. Patient users of Wallet
As a Patient user of the Wallet, you will be able to view your invoices from Providers and pay Providers through our payment processor, currently Stripe. You acknowledge and agree that all payments are processed through our payment provider, currently Stripe. You will be required to agree to Stripe’s terms and conditions to make any payments to a Provider using the Services. You agree that any billing disputes are solely between you and the Provider and we are not a party to your agreements or disputes with the Provider. You are responsible for any communications that you make with any of your Providers through the Services.
The terms of this Part 3 applies to your use of the Payer Solutions Services.
1. Services
The Payer Solutions Services allow Providers to upload their payment claims and have Enter manage the claims process with the Insurance Companies. Enter will submit the Provider’s payment claims to the Insurance Company and seek to obtain payments from the Insurance Company. The Insurance Company will pay Provider directly and Enter will deduct the fee specified on the order or pricing schedule from Provider’s linked account.
2. Power of Attorney
You appoint us and our designees your true and lawful attorney in fact, with full power to take any action relating to the payment claims in your name and place that we deem advisable and consistent with the terms of these Terms. You will timely execute and deliver to us any power of attorney instrument evidencing our authority and power under this Section.
3. No Guaranteed Amounts
Enter does not make any representations, guarantees or warranties regarding the amount of payment that an Insurance Company will pay or that all claims will be resolved or that claims will be resolved within a certain period of time. We will endeavor to make the payment claims that you request, and any action we take in doing so we take as your agent. You will provide us any assistance we request regarding your payment claims.
4. Wind Down Agreement
Your official termination date is the earlier of (i) your last date making a payment to Enter, or (ii) your official termination notice date. After this point, your account is no longer active, but you are being wound down. This date begins the count-down on the statute of limitation in your terms of service for any future legal action arising from your Agreement.
There are three tiers of winding down in "good standing", and one in "bad standing". All wind-down plans require monthly minimum payments. Clients can opt to change their selected option for winding down the account with 30-days written notice.
All former clients winding down their accounts are required to keep an active payment method on file for a period of 1-year and allow Enter to draw any earned fees during that period without prior approval. Any lapse in an active payment method may result in a "Lapse Charge" of between USD 250.00 and 25 percent of the failed charge.
4a. Options for Winding Down your Account in Good Standing
1 - Active Wind-Down. Maintain full access to your portal, reporting, and full support for your existing A/R while the account is wound down. In return you agree to maintain the good-standing.
2 - Full Access. Maintain full access to your portal and reporting for as long as you maintain good standing.
3 - Closure. Winding down without access to provider portal, reporting, or staff support. We're sorry to see you go, but understand it happens from time to time.
4b. Account Closure for Client Accounts in Bad Standing
Clients with unpaid dues, fees, or other consideration or not meeting the requirements of these Terms, or their agreements with Enter, are considered "Accounts in Bad Standing". Any such account waives all right to pursue legal action of any kind against Enter including but not limited to pursuing remedies in Arbitration.
You agree to hold Enter harmless to the fullest extent possible by law for any reasonable actions they take to wind-down or close-out your account in bad standing, including but not limited to data loss or pursuing collections activities against you or your associates.
If there are any amounts in dispute or unpaid, should the former client in bad standing wish, they may establish an escrow account in the possession of a neutral third party prior to pursuing such remedies.
5. Attestations
You attest that each of the following agreements have been made between you and your Patient:
