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ELECTRONIC RECORD DISCLOSURE AND E-SIGNATURE TERMS

(the "Terms")

These Terms govern access to and use of the Premier (“Premier”, “we”, “our” or “us”) electronic record disclosure and electronic signature services (the “Disclosure and Signature Services”) by individuals and business entities who are any of the following (collectively, “you” or “your”):

  • subscribers or licensees to one or more of our products or services (“Premier Services”) (each, a “Customer”);
  • users of Premier Services, including authorized users of Customer accounts and other permitted end users (each, a “User”); and
  • third parties who may be receiving documents through these Premier Services via Customers or Users.

If you are the recipient of an electronic document through the Disclosure and Signature Services at the request of a Customer or User (each such party a “Sending Party” herein), please note that you are not required to agree to receive notices and disclosures electronically, nor are you required to sign documents electronically. If you prefer, you may elect to sign on paper, request paper copies, and/or withdraw your consent to receive electronic notices and disclosures at any time as described below.

If you are a Customer and have a master services agreement or other similar agreement in effect with Premier (“MSA Terms”), then these Terms apply in addition to those MSA Terms and specifically govern the use of the Disclosure and Signature Services (and to the extent any of the Premier Services are not already governed by the MSA Terms), but do not replace, supersede or alter any MSA Terms.

From time to time, we may be required by law to provide you with certain written notices or disclosures. These Terms are intended to govern agreements with business entity Customers and do not apply for personal, consumer use (as defined by applicable consumer protection laws).  As such, consumers may not avail themselves of all rights granted under these Terms.

BY ACCESSING, USING, OR DOWNLOADING FROM THE DISCLOSURE AND SIGNATURE SERVICES, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED AND MUST CEASE USING THE DISCLOSURE AND SIGNATURE SERVICES IMMEDIATELY.

1. ACCEPTANCE, ACCESS AND USE

1.1. Eligibility to Use.

You represent and warrant that you:

  1. are of legal age (18 years of age or older or otherwise of legal age in your resident jurisdiction);
  2. are competent and authorized (on behalf of yourself and/or the business you represent) to agree to these Terms on behalf of yourself, your company or business, as applicable;
  3. can fully access and view the entirety of the document(s) provided to you through the Disclosure and Signature Services;
  4. understand that your electronic signature is valid, legally binding and enforceable, and is considered equivalent to a handwritten/ manual signature;
  5. acknowledge and agree that acceptance of these Terms is voluntary, and your consent to sign any document electronically through the Disclosure and Signature Services is given voluntarily, without duress or undue influence;
  6. are able to print on paper, electronically save, or email these Terms for your future reference and access; and
  7. consent to receive, exclusively by electronic means, all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Premier during the course of your relationship with Premier.

By clicking / selecting the checkbox next to “I accept these Terms and agree to use and sign documents through Disclosure and Signature Services”, you are hereby confirm your compliance with this Section 1.1.

1.2. Limited Right to Use.

Upon your acceptance of these Terms, you may utilize the Disclosure and Signature Services solely for your internal business purposes and only as expressly permitted in these Terms. Any violation by you of these Terms may result in the immediate termination of your right to use the Disclosure and Signature Services, as well as potential liability for infringement or other claims depending on the circumstances.

1.3. Updates. 

We may revise these Terms, including changing, deleting, or supplementing with additional terms and conditions from time to time in our sole discretion, including to reflect changes in applicable law. We will post the revised terms on the Premier website (the “Site”) with a “last updated” date. Please review the site on a regular basis to obtain timely notice of any revisions. If you continue to use the site or the Disclosure and Signature Services after the revisions take effect, you agree to be bound by the revised Terms. You agree that we will not be liable to you or to any third party for any revision to the Terms.

2. SCOPE OF CONSENT; WITHDRAWAL

Your use of the Disclosure and Signature Services pursuant to these Terms includes your consent to receive electronic notices, disclosures, and documents (for the purposes of signing electronically) over the course of your relationship with the Sending Party.

If at any time you wish to withdraw your consent, please immediately notify the Sending Party that you do not wish to receive any electronic communications through the Disclosure and Signature Services. You are not required to agree to receive notices and disclosures electronically, nor are you required to sign documents electronically. Such request should also include a request to instead provide you with documents, notices and disclosures in paper format going forward, to ensure the method of transmission between you and Sending Party is clear.

After withdrawing such consent, if at any point in the future you decide to use the Disclosure and Signature Services, such use will be a reinstatement of your consent to receive notices, disclosure and documents electronically.

You are not able to withdraw or undo your electronic signature on a given document after you have electronically applied your signature to that document and clicked “Accept and Sign”. Each electronic signature is legally binding once applied, but there is no obligation to continue to use the Disclosure and Signature Services or sign any document provided thereunder.

3. SIGN ON PAPER; PAPER COPIES

Prior to using the Disclosure and Signature Services to sign any document sent to you electronically, you may elect to use the “Sign on Paper” option. Using this option will allow you to print the document, sign the physical copy of the document in wet ink, scan the signed version, and upload the executed document into the application. For greater clarity, this usage remains in the scope of these Terms and submitting a scan of the printed document through Premier’s interface qualifies as a use of the Disclosure and Signature Services.

If you have clicked into electronically signing but wish to go back and sign on paper, clicking / selecting the checkbox “Cancel” will allow you to go back to the previous webpage to access the “Sign on Paper” option.

4. DECLINING TO SIGN

There is no obligation to sign any document sent to you through the Disclosure and Signature Services.

You have the option to “Decline” signing any document you receive through the Disclosure and Signature Services. To access this option, click “Cancel” to go to previous page and then click “Decline”.

If you cannot view a document in its entirety, do not sign until you have a chance to fully review the document you are being asked to sign. Let the Sending Party know if you have any questions about the document(s) or if you are having difficulty viewing the contents of any message.

5. UPDATING CONTACT INFORMATION

If at any time you change or update your email address or other contact information, you must contact the Sending Party so they can update that information.

6. SYSTEM REQUIREMENTS

Use of the Disclosure and Signature Services requires a recent version of web browsers such as Chrome, Firefox, Safari, or Microsoft Edge. Viewing PDF documents might require additional software such as Adobe Reader or an equivalent tool. If you have difficulty accessing or viewing any documents that have been sent to you through the Disclosure and Signature Services, contact Sending Party to notify them that you are not able to access the documents.

Do not sign any document you are unable to view in its entirety.

7. DISCLAIMERS

Premier bears no responsibility for the ongoing storage of the documents or contracts that you execute using the Disclosure and Signature Services and shall have no liability to you in respect of any damages you may incur as a result of your use of the Disclosure and Signature Services. It is good practice to save copies of any documents you receive through the Disclosure and Signature Services locally.

Sending Party will sometimes send documents requiring your signature or initials in multiple places on one document. Once you have clicked in to sign electronically, the Disclosure and Signature Services will automatically apply your signature or initials, as applicable, into each space where Sending Party required such signature or initials. You consent to Premier automatically inserting your electronic signature and/or initials in all places in each document where your signature or initials is required, but you will not be bound by this application of signatures until you scroll through the entire document(s) to review and click “Accept and Sign”. Upon submitting the signed document(s) using the “Accept and Sign” option, the document will be considered executed and legally binding.

As noted above, Premier provides you the ability to preview, print, or download the signed document before you submit it. It is your responsibility to review the entire signed document to make sure that you agree with the document in its entirety, including but not limited to each and all of the places where your signature and/or initials have been inserted.

All materials, including, without limitation, text, graphics and other files, and the arrangement thereof, are the property of Premier. Premier reserves all rights associated with such intellectual property.

8. GENERAL

8.1. Third Party Content.

We may provide, or third parties may provide, links to other third-party websites, services, or resources that are beyond our control. We make no representations as to the quality, suitability, functionality, or legality of any third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to such services. PREMIER IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE LOCATED OUTSIDE THE DISCLOSURE AND SIGNATURE SERVICES, OUR SITE OR POSTS OF USER CONTENT, EXCEPT TO THE EXTENT SUCH RESPONSIBILITY CANNOT BE LAWFULLY EXCLUDED UNDER APPLICABLE LAW. Your correspondence or business dealings with any Sending Party and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such Sending Party.

8.2. Independent Contractors.

At all times, you and Premier are independent contractors, and are not the agents or representatives of the other. These Terms are not intended to create a joint venture, partnership, or franchise relationship between the parties. Non-parties do not benefit from and cannot enforce these Terms. There are no third-party beneficiaries to these Terms. You must not represent to anyone that you are an agent of ours or are otherwise authorized to bind or commit us in any way without our prior written authorization.