Terms of Service

1. Definitions.
1.1. “Affiliate(s)” means any entity, directly or indirectly, controlling, controlled by, or under common control with a party. “Control” means the power to vote or direct the voting of more than fifty percent (50.0%) of the outstanding shares of voting securities of such entity, or the ability to direct the operations or management of such entity pursuant to a written agreement.
1.2. “Analytics Data” means (a) aggregated usage data that may be used to improve the Platform, and (b) metadata about the Platform that may be used to automate or perform certain support functions, but in each case excluding Customer Data.
1.3. “Applicable Law” means all applicable federal, state, and local laws, statutes, regulations, rules, orders, supervisory requirements, directions, circulars, opinions, interpretive letters, and other official releases of or by any federal, state, or local governmental authority or entity, and any other applicable regulations and/or operating rules relating to a Party, or its users, as the case may be, and/or its products and/or services, including rules promulgated by the payment networks.
1.4 “Authorized User(s)” means any Customer or Customer Affiliate employee, client or patient, physician or other healthcare provider who has a treatment relationship with any Customer or Customer Affiliate patient, and the patients’ family members, who are required to be authorized to access a patient’s protected health information in compliance with Applicable Laws for the internal clinical (and related business) purposes of the Customer, and independent contractors but only to the extent necessary for the internal clinical (and related business) purposes of the Customer.
1.5. “Beta Product(s)” means pre-release or early-release product that Company makes available to Customer before such product is made generally available to all Company customers or is made available as a “proof of concept”.
1.6. “BAA” means that certain Business Associate Agreement available at lightningstep.com/baa/ that is entered into as of the Effective Date by execution of the Order Form and incorporated into and made a part of this TOS.
1.7. “Company Intellectual Property” means the Platform, Services, documentation, content, or any other materials created or developed by Company prior to the Effective Date or independently of this Agreement and all intellectual property rights therein, including without limitation any copyright,  invention rights, trademark rights, software, technology, know-how, algorithms, code (whether in object or source code form), procedures, techniques, solutions, workarounds, or any other similar materials. All modifications, enhancements, updates, translations, or derivative works of the foregoing shall be deemed to be “Company Intellectual Property” for purposes of this Agreement.
1.8. “Confidential Information” means any and all proprietary or confidential information and materials, including without limitation, trade secrets, ideas, improvements, processes, concepts, research, current and anticipated customer requirements, pricing, market studies, customer lists, data, know-how, products, services, suppliers, business plans, prices and costs, the terms of this Agreement, and all other information that by its nature or the nature of its disclosure reasonably should be considered confidential, that is disclosed by one Party to the other Party, either directly or indirectly, during the Subscription Period (whether in writing, orally, graphically, electronically, or any other form). “Confidential Information” also includes, without limitation (a) third-party confidential information that the disclosing Party is obligated to keep confidential, and (b) all information which contains or otherwise reflects or is derived, directly or indirectly, from any information described in this paragraph, including all notes, analyses, compilations, studies, or other documents prepared by the disclosing Party that contain or otherwise reflect or are derived, directly or indirectly, from such Confidential Information. “Confidential Information” shall not include information that can be shown through written documentation to be: (i) in the public domain through no breach of this Agreement by the receiving Party or a third party acting on its behalf; (ii) known to the receiving Party from a third-party source without violation of any obligation of confidentiality to the disclosing Party; (iii) lawfully known by the receiving Party prior to disclosure of such information by the disclosing Party; or (iv) protected health information (as defined in the BAA), which shall be governed solely by the BAA.
1.9. “Customer Data” means any electronic data or information provided by Customer, its Affiliates, or their Authorized Users to Company through the Platform or in connection with performance of the Services.
1.10. “Documentation” means the functional description of the Platform generally provided by Company to customers.
1.11. “Fees” means the fees payable by Customer to Company for access to and use of the Platform (including without limitation Volume Based Fees or receipt of the Services and as set forth in an Order Form.
1.12. “Go-Live Date” means the first sign in by the Customer using actual and/or live production data.
1.13. “Maintenance Terms” means that certain Maintenance and Support Services Addendum attached to and incorporated into this Agreement.
1.14. “Order Form” means a document executed in writing by the authorized representatives of the Parties that sets forth the Platform, Services, Fees, and any other respective responsibilities of the Parties or information reasonably necessary to allow for the performance of the Services.
1.15. “Platform” means the Company’s proprietary electronic records management, customer relationship management, revenue cycle management, and any other solution or services offered by Company.
1.16. “Privacy Policy” means Company’s then-current Privacy Policy available at lightningstep.com/privacy/, as may be updated from time to time during the Subscription Period at the sole discretion of Company.
1.17. “Services” means those implementation, maintenance, support, or any professional services to the extent identified in an Order Form to be performed or provided by Company or a third party acting on its behalf for Customer or its Affiliates under this Agreement
1.18. “Service Description” is the functional description of the product features and functionality in the Documentation
1.19 “Subscription Administrator” means the individual assigned by Customer having responsibility for all billing matters relating to Customer’s and its Affiliates’ use of the Platform.
1.20. “Third-Party Software” means any (a) open-source software that is made available under licensing terms that allow a licensee to copy, use, distribute, and/or create and distribute, modifications and derivative works of such software without charge; or (b) software owned or licensed on a commercial basis by a third party, in each case to the extent supplied by Company under this Agreement, whether under a separate agreement or under this Agreement, as noted in the Platform or on the Order Form.
1.21. “Volume Based Fees” means usage, per seat, per Authorized User, per claim or similar fees that are based on a variable use or quantity, as provided on the Order Form.

2. Platform
2.1. Subscription Right. Subject to the terms and conditions of this Agreement, Company hereby grants Customer, its Affiliates, and their respective Authorized Users a limited, non-sublicensable, non-transferable, term, non-exclusive right to access and use the Platform solely during the Subscription Period as outlined in the Order Form, in accordance with the Documentation and solely for Customer’s and its Affiliates’ internal business of operating behavioral Health treatment facilities and practices .  Except for the limited rights granted under this Agreement, Company hereby reserves all rights, title, and interests in and to the Company Intellectual Property and all intellectual property rights therein.
2.2. Permissible Use. Customer, its Affiliates, and their respective Authorized Users (for purposes of this Section 2.2, “you” or “your”) may review, copy, retransmit, and print the Content (as defined below) available on the Platform or provided by Customer or its Authorized Users to the Platform, subject to the following conditions which Customer shall ensure is complied with: (a) you may only use the Platform and the Content for processing the Content of the Customer and only for Customer’s internal business purposes of operating Behavioral Health treatment facilities/practice; (b) you may not provide, sell, license, or lease the Platform or the Content for any fee or other consideration; (c) you must ensure all copyright, trademark, and other proprietary rights notices included in the Platform and the Content as presented on the Platform appear on all copies; (d) all Content and User Content must comply with the terms and conditions of Section 2.4, (e) you may not modify or alter the Platform and the Content in any way; and (f) you may not use any graphics separately from accompanying text. Customer shall ensure and be responsible for each Authorized User’s access to and use of the Platform (i) being in accordance with the terms and conditions of this Agreement; (ii)shall be subject to the terms and conditions of the Privacy Policy, as may be updated from time to time and (iii) may not in any circumstance be used by any Authorized User for any other purpose other than Customer’s internal use.  For purposes of these Terms, the “Content” means, together with all intellectual property and proprietary rights therein, including but not limited to, text, software, applications, sound, photographs, buttons, icons, scripts, templates, page headers, images, logos, video, graphics, and other proprietary content contained in the Platform. The Content of the Platform is intended for use and display only where its use and display are permissible in accordance with Applicable Laws and regulations. The Platform is provided from the United States of America, and all servers that make it available reside in the United States. The laws of other countries may differ regarding the access and use of the Platform. Lightning Step does not make any representations regarding the legality of the Platform in any other country, and it is your sole responsibility to ensure that your use complies with all Applicable Laws. The Customer agrees and shall ensure that the Authorized Users do not access or use the Platform or provide any Customer Data or User Content to the Platform from outside the United States as the Platform is not compliant with all Applicable Laws outside the United States and the Customer shall indemnify, defend and hold the Company and its directors, officers, stockholders, employees, agents and attorney harmless against any losses, causes of action, investigations, damages (including any costs of investigation and reasonable counsel fees) resulting from any access or use the Platform or the provision of any Customer Data or User Content to the Platform from outside the United States.
To the extent that you post upload, input, submit, or otherwise transmit (collectively, “Post”) any text, data, information and/or other materials provided by you to or in connection with the Platform (collectively, “User Content”), you agree to provide true, accurate, and complete information and to refrain from impersonating or falsely representing your affiliation with any person or entity. You shall be responsible for the accuracy, quality, and legality of the User Content provided by you in connection with the Platform and the means by which you acquired such User Content. YOU AGREE THAT YOU MUST EVALUATE AND BEAR ALL RISK RELATED TO THE UPLOADING, INPUTTING, OR TRANSMISSION OF USER CONTENT TO Company. By Posting User Content to the Platform, you grant, and you represent and warrant that you have the right to grant, to Company, an irrevocable, perpetual, non-exclusive, royalty-free, worldwide license to use, copy, perform, display, and distribute User Content and to prepare derivative works of, or incorporate into other works, User Content, and to grant and authorize sublicenses of the foregoing. You further warrant that the use of User Content by Company and its representatives will not infringe upon or misappropriate the intellectual property rights or otherwise violate the rights of any third parties. Company will not pay you for User Content or to exercise any rights related to User Content set forth in this Section.
2.3. Authorized Users. Each Authorized User’s access to and use of the Platform shall be subject to the terms and conditions of this Agreement; provided, that each Authorized User acknowledges and agrees that such Authorized User is not entitled to any rights, remedies, or benefits under this Agreement other than the limited right to access and use the Platform set forth in Section 2.1. Notwithstanding anything in this Agreement to the contrary, an Authorized User’s access to or use of the Platform may be terminated or suspended by Company or Customer at any time, with or without notice at the Company’s sole discretion including without limitation as a result of any Customer failure to pay, and such termination or suspension will not result in a reduction of any fees (including Volume Based Fees) due to Lightning Step. Lightning Step may use email or telephone calls to communicate with an Authorized User on a recurring basis. By providing an email address and/or phone number, each Authorized User consents and gives permission to be contacted at such email address and/or phone number by Lightning Step and its partners. Each Authorized User may manage notification settings by updating such Authorized User’s profile on the Platform. Each Authorized User understands that consent is not a condition of purchase and certifies that such Authorized User has provided such Authorized User’s contact information. Neither Customer nor its Affiliates shall, directly or indirectly, share access to or use of the Platform with anyone other than Authorized Users. If Customer wishes to add or remove Authorized Users, the Subscription Administrator shall be solely responsible for adding or removing such Authorized Users, as applicable. No Authorized User acquires any ownership rights in such Authorized User’s account or User ID, and Company reserves the right to terminate any user account and/or User ID at any time in Company’s sole discretion. Customer’s Subscription Administrator will create User IDs for each of the locations for which Customer provides professional services and has or will pay the applicable Fees. Customer shall be responsible for ensuring the security and confidentiality of its User IDs. User IDs may not be provided to any individual who is not an Authorized User (other than the Subscription Administrator), and each User ID may be assigned to and used by only one individual Authorized User. No Authorized User will share any User IDs or passwords, and any sharing or other improper actions may result in (1) revocation of the user’s privileges at the sole discretion of the Company, (2) license fees assessed for the period in which multiple Authorized User(s) were sharing a login/User ID’s.
2.4. Restrictions. Customer is solely responsible for all activities that occur under any Authorized User accounts. Customer will not, and will not permit any Affiliate, Authorized User, or any other third party to: (a) send excessive requests to or otherwise overload the servers that host or support the Platform or take any other action that interferes with the hosting, administration, and operation of the Platform and other parties’ use of the platform; (b) access any portions of the Platform or any data or systems accessible therefrom that are intended for use by Lightning Step or its internal personnel only; (c) attempt to access computer systems or networks connected to any Company servers or the Platform, through hacking or any other means, or obtain or attempt to obtain any materials or information through any means not intentionally or readily made available through the Platform; (d) use, copy, reproduce, modify, make derivative works of, or excerpt any of the Platform or Content or any part thereof, except to the extent reasonably necessary to use the Platform as contemplated hereunder; (e) sell, resell, lease, distribute, rent, assign, sublicense, or transfer rights under this Agreement or to the Platform in whole or in part, to any third party, or to include the Platform in a service bureau, time sharing, or outsourcing offering; (f) reverse engineer, decompile, disassemble, decode, or otherwise obtain the source code for the Platform, in whole or in part; (g) remove, alter, or obscure any copyright or proprietary notices contained in the Platform; (h) adapt, delete, modify, hack, or attempt to change or alter any of the Content on the Platform; (i) use the Platform to infringe, misappropriate, or otherwise violate any intellectual property rights of any third party; (j) use the Platform in a manner that violates Applicable Law or causes bodily injury; (k) provide false information, impersonate another person or entity, or misrepresent any affiliation with an entity; (l) post on or transmit through the Platform any material or content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, or otherwise objectionable; (m) introduce, disseminate, store, upload, or transmit files that contain any virus, bug, Trojan horse, worms, time bombs, corrupted files, or other malicious code into the Platform; (n) use any robot, spider, other automatic device, or manual process to “screen scrape,” monitor, “mine,” or copy the Content on the Platform; (o) conduct probes, scans, vulnerability, penetration, or other security testing of the Platform by automated means or otherwise, including as done in order to benchmark or compare the Platform’s performance against another company’s products or services; (p) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Platform; (q) access the Platform in order to build a competitive product or service; (r) use the Platform other than as expressly permitted; (s) allow the transfer, transmission, export, or re-export of the Platform in violation of any export control laws or regulations; (s) demonstrate the Platform to any third party entity without the express written permission of Company; or (t) attempt or agree to do any of the foregoing. Company may suspend Customer’s, one of its Affiliate’s, or any Authorized User’s access to or use of the Platform immediately in the event of any actual or suspected violation of this Section 2.4.
2.5. Customer Systems. Customer shall obtain, maintain, and provide at its sole cost and expense all hardware, equipment, software, Internet access, information, and access to systems and services (including over the Internet) as reasonably required to access and use the Platform and set forth in the applicable Documentation. Customer shall implement and not inhibit or prevent any modification, enhancement, improvement or other change to the Customer Systems during the Subscription Term (each a "System Change") at its own cost and expense, including the implementation of a new, revised or updated Company API, protocol, configuration, infrastructure or other technical requirements immediately where Company provides written notice of such System Change.
2.6. Migration of Customer Data. Migration of Customer Data from another system or platform will be performed consistent with and is subject to Lightning Step’s policies and procedures. Lightning Step provides data import tools for client demographics, facility locations, services/programs, insurance payers, and system Users. Data imports are limited to predefined fields determined by Lightning Step and cannot be customized without additional development services, which may incur fees, as determined by Lightning Step. Customers are responsible for supplying complete and accurate data using Lightning Step’s required formats or templates. Lightning Step will import the data exactly as submitted and will not modify or correct customer-supplied information. By submitting data for import, the Customer confirms and approves its accuracy and acknowledges that, once imported, they are solely responsible for configuring, validating, and maintaining the data to meet their operational needs. The extent that the migration of such Customer Data requires efforts or resources outside the scope of Lightning Step’s policies and procedures, the parties will enter into a SOW with associated extra charges to be paid by the Customer
2.7 Updates and Upgrades. Customer acknowledges that Company may update or otherwise modify the Platform and underlying technologies and methods based on reasonable commercial factors, including those necessary to meet legal, regulatory, or industry‐standard requirements. In the event that any change or amendment to Applicable Laws result in an increased cost to the Company to operate, or provide access to the Platform or require the modification of any features or functions, the Company reserves the right to increase any fees accordingly.
2.8. Monitoring. Company may monitor Customer’s use of the Platform, including through automated or other technical means, including to verify compliance with this Agreement, to gather insight into user behavior, license and number of Authorized User counts, and to generally improve its products and services. Customer acknowledges and consents to Company’s collection, use, processing, storage, and deletion of certain de-identified usage and performance data and metadata to provide, manage, automate, or improve the Platform or the Services.
2.9. Suggestions and Feedback. Customer hereby irrevocably and exclusively assigns, conveys, transfers, and sets over absolutely to Company, all rights, title, and interests in and to (whether or not now existing) in and to all ideas, suggestions, enhancements, concepts, recommendations, or other feedback regarding the Platform or Services provided by Customer and/or its Authorized Users, including without limitation any and all intellectual property and proprietary rights therein (collectively, “Feedback”). Company has an unlimited right to use such Feedback in any present or future form, format, or manner it deems appropriate, without monetary or other compensation to Customer.
2.10. Third-Party Software. Customer acknowledges that the Platform may contain Third-Party Software, use of which shall be governed solely by the applicable third-party terms or may require Customer to enter into separate subscription or licensing arrangements with the provider of such Third-Party Software. Customer acknowledges and agrees that access to such Third-Party Software may be expressly contingent upon Customer executing such separate subscription or licensing arrangement, and any failure to do so may impact or impair Customer’s ability to access and use portions or all of the Platform. The ability to send text messages or receive text or other notifications on the Platform is conditioned on the conformity of the Customer's configuration with Lightning Step’s requirements and applicable mobile and carrier provider availability.
2.11. Beta Products. To the extent Company provides access to any Beta Products to Customer at any time during the Subscription Period, Customer acknowledges and agrees that such Beta Products are provided by Company “as is” and without any warranty or support and all express and implied warranties including without limitation any warranties of merchantability and fitness for purpose are hereby disclaimed.

3. Services
3.1. SOWs. During the Subscription Period, the Parties may enter into one or more statements of work (each, a “SOW”) for Services, which shall be agreed upon in a written Order Form outlining the specific SOWs to be performed; provided, that in no event shall any SOW or any obligation to perform such additional Services take effect unless set forth in an Order signed by authorized representatives of the Parties. Upon execution of a SOW, Company shall perform the Services set forth in a SOW. The time, place, and manner in which Company chooses to perform the Services shall be in Company’s sole and absolute discretion and control. Customer acknowledges and agrees that the implementation and performance of the Services shall not commence until Customer provides to Company any and all data, information, and payment(s) required under a SOW for Company to implement and provide the Services, and that Company shall not be responsible for any delays in providing the Services to the extent resulting from Customer’s failure to provide such data, information, and payment as defined in the SOW Order Form. In the event that Customer fails to provide such data and information within thirty (30) days of the effective date of the applicable SOW (or such other period as may be agreed upon by the Parties in the applicable SOW), then (a) the term of such SOW shall be extended by the total duration of such delay, and (b) any service levels or support obligations set forth in such SOW shall be suspended until such time as Customer provides all such data and information to Company reasonably necessary for Company to perform the Services set forth in a SOW. In the event the Services are not performed in accordance with the terms of the applicable SOW, Customer shall notify Company in writing no later than thirty calendar days after performance of the affected Services by Company.  Customer’s notice shall specify the basis for non-compliance with the Order or SOW, as applicable, and if Company agrees with the basis for non-compliance, then at Company’s sole option, Company shall re-perform the Services at no additional charge to Customer or refund to Customer the applicable fees for the affected Service.  THE FOREGOING CONSTITUTES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND COMPANY’S SOLE AND EXCLUSIVE LIABILITY WITH RESPECT TO PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES.
3.2. Maintenance. Customer acknowledges that Company may perform Services, as it deems necessary consisting of periodic maintenance and enhancements to the Platform that could result in temporary reductions in Customer’s ability to use or access the Platform and as further set forth in the Maintenance Terms. Company shall use commercially reasonable efforts to schedule such maintenance and enhancement in a manner that does not significantly disrupt Customer’s use of or access to the Platform during normal business hours.

4. Payment Terms.
4.1. Fees. Customer shall pay to Company the Fees set forth in the applicable Order Form and/or SOW pursuant to the payment terms in Section 4.2. The Company will increase the Fees by five percent (5%) on the first (1st) anniversary of the Go-Live Date and each anniversary thereafter. Customer acknowledges and agrees that, during the Subscription Term, Customer’s and the Authorized Users’ access to and use of the Platform shall be limited to the number of permitted Authorized Users set forth in the applicable Order Form. To the extent Customer exceeds the number of permitted Authorized Users set forth in the applicable Order Form, such additional usage and overage fees shall apply for the remainder of the Subscription Term and shall be payable in accordance with the terms of the Order Form. From time to time during the Subscription Term, Customer may purchase additional Authorized Users at Company’s then-current rates, and the Fees payable under the applicable Order Form shall be increased for the remainder of the Subscription Term and any Renewal Subscription Terms thereafter as a result of such increase. For the remainder of the Subscription Term, in no event shall Customer be permitted to reduce the number of permitted Authorized Users or Volume Based Fees below the amount set forth in the Order Form.
4.2. Invoicing. Except as otherwise provided on the Order Form, on or about the Effective Date, the Company shall invoice the Customer as provided on the Order Form, for all implementation fees, monthly or other recurring fees and Volume Based Fees (e.g.., monthly hosting fee, the minimum per Authorized User fee, the minimum per claim fee, etc.) as determined by Lightning Step. Customer will be charged a 3% service fee for payments made via credit or debit card. There is no fee for payments via ACH. Such fees shall be paid via an auto-payment with authorization from Customer to be provided to the Company on execution of the Order Form and a valid auto-payment authorization is required to be provided in the manner directed by the Company, at all times during the Subscription Term to be used to settle all invoices due under this Agreement. In the event that Customer elects to unenroll in auto-payment, the Customer will be charged 10% of the Fees invoiced for every invoice thereafter until autopay is reinstated.  Where (A) the Customer purchases added features on the Platform, or (B) there, based on actual use, there is an increase in the number with respect to any Volume Based Fee as provided in the Order, the minimum Volume Based Fee as stated on the Order will automatically increase for the remainder of the Subscription Term and the Customer shall pay the increased minimum for such Volume Based Fees.  If implemented added features or increased Volume Based Fees occur prior to the fifteenth day of calendar month the amount due for such first month shall be equal to 100% of the new minimum monthly charge and if after the fifteenth day of calendar month, 50% of the new minimum monthly charge. All fees paid shall be non-refundable once made.  You must notify Lightning Step in writing as provided on the Order Form where you dispute any charges on the invoice within 15 days of the date of the invoice and any dispute must be a bona fide dispute  and you must pay charges and Fees not disputed at the time you notify Lightning Step of any dispute, otherwise you waive any right to dispute any portion of the invoice . Except as otherwise set forth in an Order Form and/or SOW, or as may be updated by Company from time to time, Company will process the auto payment method on file on the due date set forth on the invoice. If any payment is denied, Customer will have five (5) days to submit payment through alternative means. In the event payment is not made by the due date, the Company may, at its sole discretion, discontinue or suspend at its discretion, with or without further notice, access to the Platform and charge a late fee of the greater of $250 per month per invoice or a five percent (5%) fee for each month each invoice remains unpaid, to the extent permitted by law. A reconnection fee equal to one (1) month’s Fees (as measured by the immediately prior invoice) shall be assessed to re-establish connection after termination due to non-payment, in addition to all unpaid Subscription Fees.   To the extent Customer fails to pay any Fees when due, Customer shall be responsible for and shall reimburse Company for any collection costs, attorneys’ fees, and any other costs or expenses incurred by Company in recovering such past due amounts. Customer shall ensure that its Subscription Administrator maintains complete, accurate, and up-to-date Customer billing and contact information with Company at all times.
4.3. Expenses. Customer shall reimburse Company for all travel related expenses incurred by Company in performing Services, if any, to the extent identified in an Order Form/SOW, including without limitation (a) charges for Company’s personnel at the current list price when Services are offered, and (b) all reasonable out-of-pocket expenses incurred by Company, including without limitation, reasonable travel and per diem stipends and miscellaneous expenses. Company will, upon request from Customer, provide original receipts and other documentation reasonably necessary for Customer to verify such expenses.
4.4. Taxes. To the extent any taxes and other charges (including sales and use taxes, withholding taxes, gross receipts taxes, and other charges such as government-imposed surcharges) (“Taxes”) are applicable to the payments made by Customer to Company under this Agreement, Customer will be responsible for those Taxes and will pay them to the appropriate authorities. Customer will reimburse Company for any such Taxes that Company may pay on behalf of Customer.  Company will reasonably cooperate with Customer to help the Customer obtain evidence of Tax payments under this Agreement to the extent Customer needs such evidence to claim tax credits.  Each Party is responsible for its own respective income taxes. To the extent Customer is exempt from such taxes for the purchase of any products or services under this Agreement, Customer first shall provide Company with a signed original certificate of exemption and, in such event, this Section 4.4 shall not apply to Customer.
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5. Confidentiality
5.1. General Obligations. The Party receiving Confidential Information from the other Party shall: (a) use commercially reasonable efforts not to disclose any Confidential Information of the disclosing Party to third parties except as otherwise permitted in this Agreement; (b) take commercially reasonable precautions to keep the Confidential Information secret and avoid disclosure, loss, or misuse of the Confidential Information; and (c) not authorize any person to use any of the Confidential Information for any purpose except as permitted in this Agreement. The Platform and any Documentation are hereby agreed to be Confidential Information of the Company. The receiving Party may disclose Confidential Information to Affiliates, personnel, or advisors of the receiving Party with a need to know such Confidential Information. Notwithstanding any other provision of this Agreement, the receiving Party may disclose Confidential Information pursuant to any governmental or judicial order applicable to the receiving Party; provided, that the receiving Party first notifies the disclosing Party sufficiently in advance of such order and provides the disclosing Party with reasonable assistance at the disclosing Party’s expense so that the disclosing Party may object to such order or make such disclosure subject to a protective order or confidentiality agreement.
5.2. Return of Confidential Information. The receiving Party shall promptly destroy or return all tangible and intangible material in its possession or control embodying the disclosing Party’s Confidential Information (in any form and including, without limitation, all summaries, copies, and excerpts of Confidential Information) promptly after the disclosing Party makes a written request therefor; provided, that the receiving Party may retain a copy of the disclosing Party’s Confidential Information in its possession or control to the extent required by Applicable Law or maintained in archival or backup copies; provided, further, that the receiving Party shall continue to retain such Confidential Information in accordance with this Section 5 for so long as such Party retains possession or control of such Confidential Information. Within thirty (30) days after the disclosing Party has requested the return or destruction of the Confidential Information, the receiving Party shall certify in writing to the disclosing Party that all such Confidential Information has been returned and/or permanently destroyed.
5.3. Prior Confidentiality and Non-Disclosure Obligations. To the extent the Parties entered into a confidentiality and non-disclosure agreement prior to the Effective Date for purposes of evaluating a potential business transaction related to the subject matter of this Agreement, then as of the Effective Date any and all such confidentiality and non-disclosure agreements automatically shall terminate and cease to have any effect. Any information disclosed pursuant to any such confidentiality and non-disclosure agreement prior to the Effective Date shall be deemed “Confidential Information” for purposes of this Agreement and shall be subject to the terms and conditions of this Section 5 as of the Effective Date and thereafter.
5.4. Equitable Relief. The Parties acknowledge that the remedy at law for any breach or threatened breach of Section 5 shall be inadequate and that the non-breaching Party shall be entitled to seek equitable relief against any such breach or threatened breach, without posting any bond or showing of irreparable harm, in addition to any other remedy available to it under this Agreement or at law or in equity.

6. Data and Data Security.
6.1. Customer Data. Subject to the terms and conditions of this Agreement and/or the applicable SOW or Order Form, Customer hereby grants Company a perpetual royalty-free right and license to use, copy, store, transmit, reproduce, display, and modify all Customer Data provided in connection with this Agreement and as necessary to provide access to and use of the Platform and any Services. Customer represents and warrants that it has all rights, consents, and licenses necessary to transmit any Customer Data to Company, in accordance with Applicable Laws and contractual obligations. Customer shall use commercially reasonable efforts to ensure any Customer Data provided to Company are complete, accurate, and adhere to the formats reasonably required by Company (if any), and Customer acknowledges that usage of the Platform or performance of the Services may not be correct if Customer fails to do so. Company may remove any Customer Data (including any text or similar communications generated by the Customer) that, in Company’s reasonable discretion: (a) infringe, misappropriate, or otherwise violate the intellectual property, proprietary, publicity, privacy, or other rights of a third party, (b) violate the terms and conditions of this Agreement, (c) may violate the Telephone Consumer Protection Act (TCPA) and the Controlling the Assault of Non-Solicited Pornography And Marketing (CAN-SPAM) Act, or (d) contain any virus, Trojan horse, programming routine, or other malicious code; provided, that Company is under no obligation to review any Customer Data for accuracy or risk of potential liability.
6.2. De-Identified Data. Company may use Customer Data, including any protected health information to the extent permitted by Applicable Law, to create de-identified information in accordance with applicable de-identification requirements under Applicable Law (“De-Identified Data”). Company may use, create, sell, disclose to third parties, and otherwise commercialize such De-Identified Data and any data generated in the use of the Platform for any purposes not prohibited by Applicable Law, including without limitation (i) improving the Platform and/or Services, and (ii) creating statistical and/or benchmarking data. Company shall own all rights, title, and interests in and to any De-Identified Data, and any data, information, or materials created by Company therefrom.
6.3. Analytics Data. Company collects Analytics Data as a result of Authorized Users’ usage of the Platform. All Analytics Data, including any data, information, or materials or analytics created by Company therefrom, are the sole and exclusive property of Company. Company may use, create, sell, disclose to third parties, and otherwise commercialize such anonymized Analytics Data for any purposes not prohibited by Applicable Law.
6.4. Customer Obligations. Customer will implement and maintain appropriate administrative, physical, and technical safeguards to protect data and information within the Platform from unauthorized access, use, or alteration using any Authorized User’s user account. Such safeguards shall comply with all applicable federal, state, and local laws, rules, and regulations. Customer will maintain appropriate security with regard to all personnel, systems, and administrative processes used by Customer or its personnel to transmit, store, and process Customer Data through use of the Platform.
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7. Warranties; Disclaimer.
7.1. Mutual Warranties. Each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (ii) any individual executing the Agreement on its behalf is duly authorized and empowered to execute and deliver the Agreement; (iii) when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms; (iv) it has the full legal right and corporate power and authority to enter into and perform all of its obligations under the Agreement, and to comply with all terms and conditions thereof; and (v) it shall comply with all laws, rules, and regulations applicable to this Agreement.
7.2. Compliance with Laws. Customer will comply with all Applicable Laws, rules, and regulations, including without limitation laws relating to maintenance of privacy, security, and confidentiality of protected health information and personal data, the prohibition on the use of telecommunications facilities to transmit illegal, obscene, threatening, libelous, harassing, or offensive messages or otherwise unlawful material, and all laws governing the submission of claims to Medicare and other third-party payors, if applicable. Customer will not undertake or permit any unlawful use of the Platform or take any action that would render the operation or use of the Platform by Company or any other person unlawful. Without limiting the generality of the foregoing, in the event Customer elects not to use the preloaded consent forms that are included in any templates or forms made available through the Platform, Company shall not be responsible for Customer’s use of (or the legality of) the content of such other forms or documents used by Customer. Company offers no assurance that any Authorized Users use of the Platform under the terms of this Agreement will not violate any Applicable Law or regulation.
7.3. Warranty Disclaimer. The Platform and Services are provided “as is,” “as available,” and “with all faults,” and COMPANY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. No employee, agent, representative, or affiliate of Company has authority to bind Company to any oral representations or warranties concerning the Platform or Services. Any written representation or warranty not expressly contained in this Agreement shall not be enforceable. Customer shall be solely responsible for all backup and protection of any data and information that may be lost through termination of Customer’s access to the Platform. As Customer’s sole and exclusive remedy for any warranty breach by the Company under this Section 7, Company will make commercially reasonable efforts to address any material deviations from the applicable Company documentation that may occur in the operation of Subscription Services and to work with Customer in good faith to address such deviations.  In no event shall Company be responsible or liable for any third-party software, service, or component that interacts or interfaces with the Platform and any failure or unavailability of such Third Party Service, third-party software, service, or component. Customer is solely responsible for all Customer Data submitted through the Platform and any errors therein.

8. Indemnification
8.1. Indemnification by Customer. Customer shall indemnify, defend, and hold harmless Company, its Affiliates and each of their directors, stockholders, employees, agents and contractors from and against any third-party claims costs, and expenses (including reasonable attorneys’ fees and expenses incidental thereto) (each, a “Claim”) and all losses, liability, damages, (collectively, “Losses”) arising out of or resulting from: (i) any use of the Platform including without limitation any medical advice, diagnosis, clinical  or recommendation provided by Customer or its personnel and any resulting harm and any negligence or willful misconduct of Customer, any Authorized User or its employees, agents or contractors; (ii) any use of the Platform or transfer of Customer Data from outside the United States;  (iii) any allegation that the Customer Data infringe, misappropriate, or otherwise violate the intellectual property, proprietary, publicity, privacy, or other rights of a third party; (iv) any failure to protect Customer’s or any Authorized User’s account information or passwords; (v) any chargebacks, client account reconciliations and refunds, and any use of the Payment Processing Services, (vi) any use by You or your clients of the insurance and third party payor claim management functionality with the Platform, and (vii) any activity occurring under any Authorized User’s user account or User ID.
8.2. Indemnification by Company. Company shall indemnify, defend, and hold harmless Customer from and against any third-party Claim and all Losses finally awarded by a court of competent jurisdiction in connection therewith that the Platform or Company Intellectual Property infringe or misappropriate any U.S. patent that has been issued as of the Effective Date, copyright, trademark, or trade secret of a third-party (each, an “Infringement Claim”). If an Infringement Claim is or may be brought, Company may, at its sole option and expense: (a) obtain for Customer the right to continue to use the Platform or applicable Company Intellectual Property consistent with this Agreement; (b) modify the Platform or Company Intellectual Property so that it is non-infringing and in compliance with this Agreement; or (c) replace the Platform or Company Intellectual Property with a non-infringing alternative with equivalent functionality. If none of the foregoing is reasonably possible, Company in its sole discretion may terminate this Agreement, in its entirety or in part. Notwithstanding the foregoing, Company shall have no indemnification obligation for Infringement Claims related to (1) the combination or use of the Platform or any Company Intellectual Property with any software, hardware, and/or processes not provided by Company; (2) Customer’s failure to comply with this Agreement; or (3) Customer’s modification of the Platform or Company Intellectual Property or use in breach of this Agreement. This Section 8.2 sets forth Company’s exclusive liability, and Customer’s sole remedy, for any Infringement Claim. If Customer is entitled to indemnification under this Section 8.2, the Customer shall: (i) promptly notify Company  of the existence of the Claim (together with copies of any applicable documents or other relevant information); (ii) provide Company   with reasonable assistance and cooperation in connection with the defense of the Claim, in each case at the  Company’s sole expense; and (iii) allow Company   to control defense of the Claim and any related settlement negotiations; provided that the Customer shall have the right to participate in such Claim or settlement negotiations with counsel at its selection and at its sole expense.
9. Limitations on Liability.
In no event shall Company, its Affiliates and each of their directors, stockholders, employees, agents and contractors have any liability to Customer for any lost profits, loss of data, or business interruption, or for any indirect, special, incidental, punitive, exemplary, or consequential damages, however caused, and whether in contract, tort, or under any other theory of liability. in no event shall Company’s aggregate liability arising out of or related to this Agreement, including without limitation the BAA, whether in contract, tort, or under any other theory of liability, exceed the amounts paid by Customer to Company under the applicable Order Form or SOW in the six (6) months preceding the event giving rise to the claim.
10. Subscription Period and Termination.
10.1. Subscription Period. This Agreement shall commence on the Effective Date as outlined on the Order Form. This Agreement shall remain in effect during the initial Subscription Term of not less than 36 months (or such longer period as set forth in the Order Form), which Subscription Term shall start on the Effective Date and end 36 months after  the later  of the (a) Go-Live Date or (b) date noted on the Order Form as the commencement date (the “Initial Subscription Term”). The Subscription Term is non-cancellable.  Following the Initial Subscription Term, this Agreement automatically shall renew for additional, consecutive three (3) year periods (each, a “Renewal Subscription Term,” and together with the Initial Subscription Period, the “Subscription Term”) unless either Party provides notice of non-renewal at least ninety (90) days prior to the expiration of the then-current Subscription Period.
10.2. Termination. (a) The Company may terminate the applicable Order Form or this Agreement for cause if: (i) Customer  fails to pay any of the Fees or other amounts when due, and such failure continues for a period of 10 days after delivery of notice in respect of such late payment; (ii) Customer becomes insolvent, files, or has filed against it a petition under applicable bankruptcy or insolvency laws which is not dismissed within 90 days, proposes any dissolution, composition or financial reorganization with creditors, makes an assignment for the benefit of creditors, or if a receiver, trustee, conservator, liquidator or similar agent is appointed or takes possession with respect to any property or business of Customer; or (iii) Customer experiences any change in control, where the term “control” means the power to direct the management and policies of End User, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; provided that a change of control shall not constitute cause for termination if the successor entity in the sole discretion of the Company (i) is of equal or better credit quality, (ii) is not a competitor of the Company, and (iii) agrees in writing to be bound by the terms and conditions of each and every Order Form and the provisions of this Agreement.
(b) Termination. Either Party may terminate this Agreement or any Order Form or SOW in the event the other Party materially breaches this Agreement or an Order or SOW and fails to cure the breach within thirty (30) days following receipt of written notice from the non-breaching Party. In the event that the Customer fails to pay any invoice in full, subject to the dispute provisions in Section 4.2, this Agreement and any Order Form or SOW shall terminate unless Customer pays such invoice in full within five days of notice from Lightning Step for any non-payment. To the extent that Company terminates this Agreement or an Order Form or SOW pursuant this Section 10.2, the Customer shall pay all Fees due and owing to the Company as of the effective date of termination, interest and late fee charges as applicable and the Early Termination Fees.
10.3. Effect of Termination.
(a) The Parties acknowledge and agree that the termination of an Order Form or one SOW shall not result in the termination of any other Order Form or SOW or this Agreement. This Agreement shall remain in full force or effect for the remainder of the applicable terms for any Orders or SOWs then-in effect at the time of termination of this Agreement. Company agrees that upon any termination of this Agreement, Company will allow the Customer to access, without the right to modify, enhance, or add to, the Customer Data via a “read-only” login process for thirty (30) days following expiration or termination of this Agreement (the “Data Retrieval Period”), except in instances of termination for non-payment.  Within 30 days after termination or expiration of the Agreement or Order Form (no matter the reason) Customer must extract all Customer Data from Platform and after such time, all remaining Customer Data will be deleted in accordance with HIPAA regulations and the BAA. Thereafter, Company will remove all Customer Data from the Platform and all Customer access to, or use of the Platform immediately will be suspended. If Company support is needed to assist with Customer Data extraction, or if a specific format or other procedure is required that is not otherwise supported, the Company will charge the Customer its then current time and materials rate. Customer may request an extension of the Data Retrieval Period at a rate of $200.00 per day, plus reimbursement of Company’s reasonable out-of-pocket costs and expenses.
(b) In such case of termination by Customer or as a result termination for Customer breach, all obligations of the Order Form for the remainder of the Subscription Term shall become due and payable within 10 business days. In addition, if, prior to the expiration of any Subscription Term then in effect for any Order Form, (i) Customer terminates this Agreement or any Order Form (whether authorized hereunder or not); or (ii) Company terminates this Agreement or any Order Form due to Customer’s breach (each, an “Early Termination”) and Customer has not already paid in advance the full amount of all fees due for the entire Subscription Term then in effect under the Order Form(s) being terminated (including for avoidance of doubt for all Volume Based Fees at the minimum threshold established immediately prior to termination), Customer shall promptly pay to the Company an early termination charge equal to all fees, including all applicable taxes, set forth in each Order Form being terminated which would otherwise be due through the end of the entire Subscription Term then in effect under such Order Form(s) (including for avoidance of doubt for all Volume Based Fees at the minimum threshold established immediately prior to termination) (the “Early Termination Fee”). The Parties agree that the precise damages resulting from an Early Termination are difficult to ascertain and the Early Termination Fee is a reasonable estimate of anticipated actual direct damages and not a penalty. Customer agrees and acknowledges that the Early Termination Fee shall apply even if Customer terminates this Agreement and/or any Order Form prior to the Go-Live Date or commencement of Customer’s access to or use of the Platform. The Early Termination Fee shall be due and payable to the Company within ten (10) business days of the effective date of termination and any applicable prepaid fees will be applied towards the amount of the Early Termination Fee to be paid by Customer and may be, at the discretion of the Company paid through auto-payment as provided in Section 4.2.
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The following provisions shall survive termination or expiration of this Agreement: Sections 1, 2.9, 4, 5, 6, 7.3, 8, 9, 10.2, 10.3, 12, 13 , and 15.

11. Payment and Billing Processing Services
In order to use payment processing services and the billing services provided on the Platform (“Payment Processing Services”), You must agree to the Payment Processing Services Agreement and any other applicable agreement that is available to You when You enroll in the Service and afterward through the Service. No transactions will occur in Your account until You click to agree to the agreement between You and the Payment Processing Services provider on the Platform (the “Payment Processing Services Agreement”). In addition to other terms and conditions herein as it relates to any payments to You, You hereby agree that:
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Where Your clients pay for Your services through the Payment Processing Services, in addition to the terms of the Payment Processing Services Agreement, the following applies:

12. Governing Law; Arbitration.
12.1. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Texas and the United States of America without regard to any conflicts of laws principles that would require the application of any other law. The Parties hereby expressly disclaim the application of the United Nations Convention on the International Sale of Goods to this Agreement.
12.2. Arbitration. This Agreement REQUIRES THE INDIVIDUAL ARBITRATION OF ANY CLAIMS OR DISPUTES EXISTING BETWEEN THE PARTIES. SUBJECT TO THIS SECTION 12.2, AND EXCEPT FOR ANY CLAIM BY THE COMPANY FOR PAYMENT FOR FEES OWED, NEITHER PARTY WILL HAVE THE RIGHT TO PURSUE SUCH CLAIM OR DISPUTE: (1) IN COURT; (2) BEFORE A JUDGE OR JURY; OR (3) IN A CLASS ACTION OR ANY OTHER COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING. OTHER RIGHTS THAT EITHER PARTY WOULD HAVE IF SUCH PARTY WENT TO COURT, INCLUDING WITHOUT LIMITATION THE RIGHT TO CONDUCT DISCOVERY OR TO APPEAL, MAY BE LIMITED OR UNAVAILABLE IN ARBITRATION.
Customer agrees that any dispute arising out of or relating in any way to this Agreement requires that such claim be resolved exclusively by confidential, binding arbitration. The arbitration shall be conducted before three neutral arbitrators in a proceeding conducted in Houston, Texas, U.S.A., in accordance with the rules of the American Arbitration Association (“AAA”), as then in effect. No claims of any other parties may be joined or otherwise combined in the arbitration proceeding. Unless otherwise expressly required by Applicable Law, each Party shall bear its own attorneys’ fees without regard to which Party is deemed the prevailing Party in the arbitration proceeding. Except for punitive and consequential damages (which may not be awarded), and subject to the terms and conditions of this Agreement, the arbitrators shall be authorized to award either Party any provisional or equitable remedy permitted by Applicable Law. The Parties shall equally share all AAA charges and fees associated with the arbitration. Subject to the terms and conditions of this Agreement, the arbitrators will have the authority to apportion liability between the Parties but will not have the authority to award any damages or remedies not available under, or in excess of, the express terms of these Terms. The arbitration award will be presented to the Parties in writing, and upon the request of either Party, will include findings of fact and conclusions of law. With regards to any action for breach of confidentiality or intellectual property obligations, nothing in this Section shall preclude either Party from seeking interim equitable relief in the form of a temporary restraining order or preliminary injunction. Any such request by a Party of a court for interim equitable relief shall not be deemed a waiver of the obligation to arbitrate hereunder. Customer HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVEs THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO this Agreement AND ANY AND ALL RIGHTS TO PARTICIPATE IN A CLASS ACTION OR ANY OTHER COLLECTIVE OR REPRESENTATIVE PROCEEDING RELATING TO this Agreement OR ANY OF THE SUBJECT MATTER CONTEMPLATED HEREIN.
The award of the arbitrators may be confirmed enforced in any court having jurisdiction thereof. Each Party hereby consents (i) to the exclusive jurisdiction of the state or federal courts located in Houston, Texas, for any action (a) to compel arbitration, (b) to enforce any award of the arbitrators, or (c) at any time prior to the qualification and appointment of the arbitrators, for temporary, interim, or provisional equitable remedies, and (ii) to service of process in any such action by registered mail or any other means provided by law. Should this Section 12.2 be deemed invalid or otherwise unenforceable for any reason, it shall be severed and the Parties agree that sole and exclusive jurisdiction and venue for any claims will be in the state or federal courts having jurisdiction over Harris County, Texas, and each party hereby irrevocably consents to the exclusive jurisdiction of such courts.
13. Force Majeure.
“Force Majeure Event” means any act or event that (a) prevents a Party (the “Non-performing Party”) from performing its obligations or satisfying a condition to the other Party’s (the “Performing Party”) obligations under this Agreement (other than Customer’s obligation to pay the Fees payable under this Agreement); (b) is beyond the reasonable control of and not the fault of the Non-performing Party, including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, telecommunications or network failures or delays, computer failures involving hardware or software not within Company’s possession or reasonable control, acts of vandalism (including network intrusions and denial of service attacks), or any epidemic or pandemic; and (c) the Non-performing Party has not, through commercially reasonable efforts, been able to avoid or overcome. “Force Majeure Event” does not include economic hardship, changes in market conditions, and insufficiency of funds. If a Force Majeure Event occurs, the Non-performing Party is excused from the performance thereby prevented and from satisfying any conditions precedent to the other Party’s performance that cannot be satisfied, in each case to the extent limited or prevented by the Force Majeure Event. When the Non-performing Party is able to resume its performance or satisfy the conditions precedent to the other party’s obligations, the Non-performing Party shall immediately resume performance under this Agreement. Both parties shall work cooperatively in good faith to minimize any delays related to any Force Majeure Event using commercially reasonable efforts. The relief offered by this paragraph is the exclusive remedy available to the Performing Party with respect to a Force Majeure Event.
14. Eligibility to Provide the Solution and Services.
Customer represents and warrants to Lightning Step that, during the Term of this Agreement, Customer, its Affiliates, and their Authorized Users: (i) have not been excluded from participation in any federal health care program under Section 1128 or 1128A of the Social Security Act; (ii) have not been sanctioned by the Office of the Inspector General (“OIG”); (iii) have not been listed on the OIG’s website List of Excluded Individuals and Entities; (iv) have not been listed on the General Services Administration’s Excluded Parties List System; and (v) possess appropriate state license(s) that have not been sanctioned or limited. Company shall not at any time during the Subscription Period arrange for the provision of Services through a person that does not meet these criteria at the time services are rendered. Each Party shall notify the other Party promptly if, and (x) Customer, one of its Affiliates, or any of their Authorized Users, is convicted of a fraud or felony or is suspended, debarred, or excluded from participation in a federal health care program (as defined in 42 U.S.C. § 1320a-7b(f)), and in such event the other Party immediately may terminate this Agreement upon written notice.
15. General Provisions.
15.1. Billing and Collection for Medical Services. Company shall not be responsible in any manner for providing training services to Customer or any of its employees, contractors, or providers as related to the billing, collection, or adjustments for any medical services provided by Customer to its patients. This includes but is not limited to Company not having any responsibility for Customer’s workload, including charting. It is the sole responsibility of Customer to ensure that its billing staff has adequate training for billing for Customer’s medical services, and Company shall have no responsibility in this regard disclaims all warranties and liabilities in this regard, whether express or implied.
15.2. Responsibility for Prescriptions. Under no circumstances shall Company be held responsible or liable for any amounts of prescription medication prescribed by either Customer or its personnel whether such prescribed amount is over or under the limits set by either the United States Drug Enforcement Agency or Customer. Customer shall be solely responsible and liable for any amounts prescribed, and the Company expressly disclaims all warranties and liabilities in this regard, whether express or implied,   as Company has no control over the amounts which are prescribed by Customer or its personnel.
15.3. Responsibility for Insurance (or other Third Party Payor Claims). Under no circumstances shall Company be held responsible or liable for any claims made by You or Your failure to collect or receive any monies for insurance or other third party payor claims. Customer shall be solely responsible and liable for the claims made and any such amounts claimed, and the Company expressly disclaims all warranties and liabilities in this regard, whether express or implied.
15.4 Responsibility for Provision of Health Care Services. Customer, through licensed health care personnel, shall be solely responsible for, and shall have sole and complete authority, supervision and control over the provision of professional health care services performed for Customer’s patients, and all diagnoses, treatments, procedures, and other professional health care services shall be provided and performed exclusively by or under the supervision of a licensed health care personnel retained by Customer, which it, in its sole discretion, deems appropriate and in accordance with all laws. This Agreement in no way shall be construed to mean or suggest that Company is engaged or permitted hereunder to engage in the practice of medicine and the Company disclaims all warranties and liabilities in this regard, whether express or implied.
15.5. Non-Solicitation. During the Subscription Period and for a period of one (1) year thereafter, the Parties shall not, directly or indirectly: (a) hire, solicit, or encourage to leave Customer or Company’s employment, any employee, consultant, agent, or contractor of either Party; or (b) hire, solicit, or engage any such employee, consultant, agent, or contractor who has left the Parties’ employment or contractual engagement within one (1) year of such employment or engagement, without the express written permission of Company’s Chief Executive Officer.
15.6. Non-Disparagement. During the Subscription Period and for a period of two (2) years thereafter, Customer agrees that, except when required by law, it, through its officers, directors, employees, agents, and administrators, directly or indirectly, including inducing others to post or publish, will not make disparaging or negative remarks, statements, or comments to any third party relating to or concerning Company, its directors, members, or partners or of any of their respective business or professional practices, acts, abilities, ethics, products, services, or programs.
15.7. Compliance with Export Laws. Without diminishing the Customer indemnification obligations as it relates to use or access outside the United States, Customer acknowledges that the Platform may contain technical data or elements, the export or re-export of which may be restricted to certain destinations and end users as a result of license restrictions, laws, rules, and regulations. Customer agrees not to engage in (and not to cause) export or re-export of the Platform or any part thereof without first satisfying all legal requirements, including without limitation all necessary United States and foreign government import/export licenses, approvals, or registrations. Upon request, Company shall make available its documentation related to obtained export licenses and/or license exceptions. The Platform may not be distributed, or otherwise exported or re-exported (i) into, or to a national or resident of, any country to which the United States has embargoed goods or trade restrictions; or (ii) to anyone on the OFAC Specially Designated Nationals and Blocked Persons List or the U.S. Commerce Department’s Denied Persons, Denied Entities, and Unverified List. Customer shall indemnify and hold harmless Company from and against all Losses incurred by Company as a result of Customer’s breach of this Section.
15.8. Publicity. Company may make public announcements, including but not limited to press releases and media announcements, of the existence of this Agreement and the relationship between the Parties. Customer agrees to allow Company to use Customer’s name in customer lists and other promotional materials describing Customer as a customer of Company and a user of the Platform.
15.9. Independent Contractors. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
15.10. No Third-Party Beneficiaries. Except as otherwise expressly set forth herein, and any Company Affiliates, this Agreement is entered into for the benefit of the Parties only.
15.11. Severability; Waiver. If any provision in this Agreement is found by a court of competent jurisdiction to be invalid, the Parties agree that the court shall give effect to the Parties’ intentions as reflected in the provision, and the other provisions shall remain in full force and effect. Any waiver or failure to enforce any provisions of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
15.12. Assignment; Subcontracting. Customer may not assign or otherwise transfer this Agreement or any of its rights or obligations without the prior written consent of the Company. Any assignment or transfer in violation of this Agreement shall be null and void. Company may subcontract certain aspects of the Service to qualified third parties; provided, that any such subcontracting arrangements will not relieve Company of any of its obligations hereunder
15.13. Notices. All communications required or otherwise provided under this Agreement shall be in writing and shall be deemed received and effective (a) upon delivery if by hand; (b) on the date of receipt or refusal of receipt if by certified mail, postage prepaid, return receipt requested; or (c) on the first business day following deposit if by a nationally recognized overnight courier. Any notices, requests, demands, or other communications by Company to Customer shall be sent to the address set forth in the Order, as may be updated from time to time. Any notice sent to the attention of Company must be sent to Lightning Step Technologies, LLC, Attention: Legal Department, 5757 Woodway Drive, Suite 278, Houston, Texas 77057. If you have any questions about this Agreement, the practices of Company, or the Platform, please contact Company at: support@lightningstep.com.
15.14. Attorneys’ Fees. If any legal action or other proceeding is brought for the enforcement or interpretation of this Agreement or any Order or SOW, or because of an alleged dispute, breach, default, or misrepresentation in connection with any provision of this Agreement or any Order or SOW, then, if Company prevails, Company shall be entitled to recover reasonable attorneys’ fees, court costs, and all expenses incurred in that action or proceeding and at all levels of trial and appeal, in addition to any other relief to which Company may be entitled.
15.15. Entire Agreement; Counterparts. This Agreement, together with the BAA, Privacy Policy, and all Order Forms and SOWs (to the extent entered into), constitutes the entire agreement between the Parties and supersedes any and all oral and/or prior written agreements between the Parties with respect to its subject matter. Company may, from time to time, amend or modify any portion of this Agreement and either supply Customer with a revised copy or post a copy of the amended portion of this Agreement at www.lightningstep.com/tos. Customer will be deemed to have accepted the amended or modified version of this Agreement upon Customer’s continued use of the Platform or Services after any amendments or revisions are posted. Neither (a) adding any additional products and services nor (b) making grammatical or numbering changes to this Agreement shall be considered a modification hereof, so long as such addition or change does not materially impact Customer’s then existing rights or obligations and shall therefore not require any notice. In the event of any conflict among the terms and conditions of this TOS, the BAA, the Privacy Policy, or any Order Form or SOW, the conflict shall be resolved in the following order: (i) the applicable Order Form and/or SOW (ii) these Terms; (iii) BAA; and (iv) the Privacy Policy. Any Order to which this Agreement is referenced, or any SOW may be executed in one or more counterparts, each of which shall be deemed an original. Each Party agrees that (a) such Party may sign through an electronic signature, and (b) by doing so agrees to being subject to the provisions of the U.S. E-SIGN Act (i.e., the Electronic Signatures in Global and National Commerce Act (enacted June 30, 2000, and codified at 15 U.S.C. § 7001 et seq.)) and any state equivalent applicable to such Party.