Waystar End User License Agreement

This End User License Agreement (“Agreement”) governs the access and use of the Waystar, Inc. (“Waystar”) products and services (“Services”) made available to Client through the WellSky platform.  WellSky and Client have entered into an agreement to provide Client access and use of applicable Waystar Solutions. This Agreement shall be effective (the “Effective Date”) upon the date this Order Form is executed by Client.

Terms and Conditions

  1. Access and Use of Waystar Products and Services. Client’s access and use of the Services are subject to the terms and conditions of this Agreement and the pricing applicable to the account, including any revisions, supplements or addendum mutually agreed to by the parties in writing. Access is restricted to Client’s internal use and benefit and any other access is prohibited. Client is responsible to ensure that entities affiliated with it that have access to Services (consistent with the terms of the Agreement) will abide by the terms of this Agreement and is responsible for any of their acts and omissions, including, but not limited to, any damages caused by them.
  2. Authorization and Use. Waystar grants to Client a limited, nonexclusive and nontransferable license to use the Services within the United States of America. Except as otherwise set forth herein, Client may access and use the Services for Client’s internal business use and for no other purpose. Access to Services requires minimum acceptable equipment and telecommunications capability. Unless otherwise stated by the nature of the Service, Services provided by Waystar do  not include equipment, peripherals, devices or  connectivity between Client and  Waystar for  the transmission or receipt of Services by Client. Client is responsible at its expense to procure and obtain such necessary equipment and supplemental service, including, but not limited to, modems or other Internet access devices and appropriate telecommunications service. Specifications for minimum acceptable equipment and approved hardware interface devices required for access to Services may be obtained from WellSky upon request.
  3. Client Duties and Obligations.
    1. Client agrees to use the Services provided by Waystar hereunder only in accordance with this Agreement and applicable laws, regulations, and rulings, now or hereafter imposed. WellSky reserves the right to take all actions, including termination of Services pursuant to this Agreement, which it believes to be necessary to comply with applicable laws, regulations, rulings and Waystar specifications as described herein. Client and its users may not use or access the Services in any way which, in WellSky’s reasonable discretion, adversely affects the performance or function of the Services or interferes with the ability of other authorized parties to access the Services. WellSky may suspend Client and its users’ access to and/or use of the Services, without credit, at any time if, in WellSky’s sole reasonable discretion, the performance, integrity or security of the Services is in danger of being compromised as a result of such access. Client agrees to consider and treat all information received through the Services as confidential. Client is responsible for (a) identifying individuals or organizations that Client wishes to have access to and are qualified to access the Services, including, but not limited to, dedication of individuals for the implementation and training process; (b) when necessary, creating and sending required test data that would include all payers and specialties; (c) providing necessary information, complete and return all forms reasonably required Payers in a timely manner; providing authorized signatures to the payers as required by applicable law.
    2. Client agrees to notify WellSky immediately and in writing of any known or suspected unauthorized use of the Services or suspected breach of security (including loss, theft, unauthorized password disclosure, etc.). Client acknowledges that WellSky may find it necessary to disable access to WellSky’s platform and any Service at any time if Company has reason to believe that Client or an affiliate has violated this Agreement or presents a security risk. Client agrees to implement and enforce appropriate security measures to reduce the risk of unauthorized access to Services.
  4. HIPAA. Client acknowledges that the intrinsic value of the Services is dependent upon the use of de-identified data from its numerous sources, and accordingly, Client authorizes Waystar to use de-identified data of Client or Client’s customers derived from the use of Services under this Agreement, for consideration or otherwise.
  5. Privacy. Client acknowledges that account codes and passwords are critical elements to maintaining privacy and security and that Client agrees to keep confidential account codes or passwords for the Services. Accordingly, Client assumes full responsibility for selection and use of codes or passwords as may be permitted or required by the particular Service involved. Client shall be responsible to ensure that each user granted an account code and/or password: (a) is fully aware of all of the obligations under this Agreement and acts in accordance with them; and (b) maintains the secrecy and security of account codes and passwords and does not disclose them to any other person or entity. Client shall be responsible for any use or access to the Services by any person or entity accessing it through the use of a Client account code and password, whether such access was authorized or not. The use of the account code and password assigned to any user shall be deemed to constitute the acts of such person, and Waystar shall be entitled to rely upon the data input without any obligation to identify or otherwise verify any person who gains access to the Services by means of such account code or password. Client acknowledges that transmission of confidential information outside of Client’s secure platform may not be secure. Email, instant messaging or other forms of communication, should not contain confidential or personal information as these forms of communication cannot be assuredly secure and private.
  6. Warranties and Exclusive Remedies. Waystar makes no warranty or representation concerning the adequacy, completeness, usefulness, or sufficiency of any Services or information or results thereof provided hereunder. Waystar does not warrant that the functions contained in the Services and the applications thereof will meet Client’s requirements or that the Services will operate without interruption or be error free. The 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 malfunction of Waystar’s computers, operating systems or programs, or errors by Waystar’s employees or agents. 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 Client’s software or operational systems; (iii) Client’s use of the Services on a computer system that does not conform to Waystar’s specifications; (iv) computer viruses imported into the Services from or through Client’s internal computer systems; (v) misuse of or damage to the WellSky or Waystar software; or (vi) Client’s failure to report to WellSky the existence and nature of any non-conformity or defect of the Services promptly upon discovery thereof. THE WARRANTY SET FORTH IN THIS SECTION IS EXCLUSIVE, AND THERE ARE NO OTHER WARRANTIES OF ANY TYPE WITH RESPECT TO THE PRODUCTS AND SERVICES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Should there be any failure in performance by Waystar or errors or omissions by Waystar with respect to the information being transmitted (because of negligence or otherwise), Waystar’s sole liability, and Client’s exclusive remedy, shall be limited to Waystar’s use of commercially reasonable efforts to correct such failure in performance or errors or omissions.
  7. Exclusions and Limitations of Liability.
    1. IN NO EVENT SHALL WAYSTAR BE LIABLE TO CLIENT OR ANY THIRD PARTY (INCLUDING WITHOUT LIMITATION CLIENT’S CLIENTS) FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES, INCLUDING CLAIMS FOR LOST PROFITS, ARISING FROM THE PROVISION OF OR FAILURE TO PROVIDE SERVICES HEREUNDER, EVEN IF WAYSTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT AGREES THAT WAYSTAR WILL NOT BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST CLIENT BY ANY OTHER PARTY. 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 CLIENT WITHIN THIRTY (30) DAYS OF SUCH FAILURE TO PERFORM. IN NO EVENT SHALL WELLSKY BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR de-identification OF CLIENT DATA OR WAYSTAR’S USE OF DE-IDENTIFIED DATA AS SET FORTH under this Agreement.
    2. CLIENT ACKNOWLEDGES THAT, IN CONNECTION WITH THE 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 SERVICES PROVIDED UNDER THIS AGREEMENT.