License Grant. Waystar, Inc. (“Waystar”) grants to Customer, through Prompt, a limited and nonexclusive license to use the Waystar products and services set forth in the Order Form or otherwise agreed to in writing by the parties (“Waystar Services”) subject to the Agreement, for Customer's internal business purposes.

HIPAA. Customer acknowledges that the intrinsic value of the Waystar Services is dependent upon the use of patient information that has been de-identified in accordance with HIPAA standards such that the information no longer constitutes Protected Health Information. Customer authorizes Waystar to use such de-identified data regarding Customer derived from the use of Waystar Services under the Agreement, for the purpose of rendering the Waystar Services, consideration, or other purposes consistent with applicable law.

Warranties and Exclusive Remedies. Waystar warrants that the Waystar Services: (i) will conform in all material respects to Waystar’s specifications and documentation; (ii) will be provided in compliance with all applicable laws; and (iii) do not contain any virus or other malicious code. Unless otherwise stated in the Agreement, neither Prompt nor Waystar makes any warranty or representation concerning the adequacy, completeness, usefulness, or sufficiency of any Waystar Services or information or results thereof provided hereunder. Unless otherwise stated in this Agreement or any Waystar Services specification documents, neither Prompt nor Waystar warrants that the functions contained in the Waystar Services and the applications thereof will meet Customer’s requirements or that the Waystar Services will operate without interruption or be error free. Except as provided herein, the Waystar Services and any information provided hereunder and the results thereof are provided on an AS-IS, AS-AVAILABLE basis without any warranty of any type except that Waystar will use reasonable efforts to correct any errors which are due solely to the malfunction of Waystar's computers, operating systems or programs, or errors by Waystar's employees or agents, or as otherwise specified herein. Correction shall be limited to rerunning of the job or jobs and/or recreating of data or program files. Waystar shall not be responsible in any manner for: (i) errors or failures of proprietary systems or programs other than those of Waystar; (ii) errors or failures of Customer’s or Prompt’s software or operational systems; (iii) Customer's use of the Waystar Services on a computer system that does not conform to Waystar's specifications; (iv) computer viruses imported into the Services from or through Prompt’s or Customer’s internal computer systems; (v) misuse of or damage to Customer or Waystar software not resulting from Waystar’s acts or omissions; or (vi) failure to report to Waystar the existence and nature of any non-conformity or defect of the Waystar Services promptly upon discovery thereof. 

Fees. Customer shall pay Prompt the fees for Waystar Services set forth in the Order Form or as otherwise agreed to in writing by the parties. Prompt will invoice Customer for Waystar Services used by Customer in the prior month no later than the fifth (5th) day of each month. Customer will have ten (10) days from the date Prompt sends the invoice to Customer to pay the invoice. 

Exclusions and Limitations of Liability. 

1. IN NO EVENT SHALL WAYSTAR BE LIABLE TO CUSTOMER, USER, OR ANY THIRD PARTY (INCLUDING WITHOUT LIMITATION CUSTOMER’S OR USER'S USERS) FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES, INCLUDING CLAIMS FOR LOST PROFITS, ARISING FROM THE PROVISION OF OR FAILURE TO PROVIDE WAYSTAR SERVICES HEREUNDER, EVEN IF WAYSTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DUE TO THE NATURE OF THE SERVICES BEING PERFORMED BY WAYSTAR, IT IS AGREED THAT IN NO EVENT WILL WAYSTAR BE LIABLE FOR ANY CLAIM, LOSS, LIABILITY, CORRECTION, COST, DAMAGE, OR EXPENSE CAUSED BY WAYSTAR'S PERFORMANCE OR FAILURE TO PERFORM HEREUNDER WHICH IS NOT REPORTED BY CUSTOMER TO PROMPT WITHIN SIXTY (60) DAYS OF CUSTOMER’S ACTUAL KNOWLEDGE OF SUCH FAILURE TO PERFORM.

2. WAYSTAR’S LIABILITY FOR ANY AND ALL CAUSES, WHETHER FOR NEGLIGENCE, BREACH OF CONTRACT, WARRANTY OR OTHERWISE ARISING OUT OF OR RELATING TO THE WAYSTAR SERVICES PROVIDED HEREIN, SHALL, IN THE AGGREGATE, NOT EXCEED TWO (2) TIMES THE FEES PAID AND OWED BY CUSTOMER FOR USE AND ACCESS OF THE WAYSTAR SERVICES DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE DAMAGE OR INJURY IS ALLEGED TO HAVE OCCURRED.

3. CUSTOMER ACKNOWLEDGES THAT, IN CONNECTION WITH THE WAYSTAR SERVICES PROVIDED UNDER THIS AGREEMENT, INFORMATION SHALL BE TRANSMITTED OVER LOCAL EXCHANGE, INTEREXCHANGE AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES AND OTHER DEVICES OWNED, MAINTAINED AND SERVICED BY THIRD PARTY LOCAL EXCHANGE AND LONG DISTANCE CARRIERS, UTILITIES, INTERNET SERVICE PROVIDERS, AND OTHERS, ALL OF WHICH ARE BEYOND THE CONTROL AND JURISDICTION OF WAYSTAR. ACCORDINGLY, WAYSTAR ASSUMES NO LIABILITY FOR OR RELATION TO THE DELAY, FAILURE, INTERRUPTION OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH THE WAYSTAR SERVICES PROVIDED UNDER THIS AGREEMENT.