Synsormed Inc. Terms of Service Page

Revision : 1/21/2026

These Terms of Service (“Terms”) govern the relationship between SynsorMed, Inc., a Florida corporation (“SynsorMed”), and the entity identified in the applicable Service Order Form (“Company”). These Terms are incorporated by reference into each Service Order Form executed between the parties. Capitalized terms not defined herein have the meanings set forth in the applicable Service Order Form.

1. Software Platform

1.1. SynsorMed grants to Company a non-exclusive, revocable, non-transferable, limited right and license to install, use, access, run, or otherwise interact with (collectively, “Access”) copies of the Software Platform during the Term for its internal business purposes only. “Software Platform” means the SynsorMed software program that supports delivery of Remote Care Services (including all information presented to Company as part of such software program, but excluding protected health information received from, or created or received by SynsorMed on behalf of, the Company) in the version existing as of the Effective Date, including any upgrades, modifications, or updates to its source code.

1.2. Each individual designated by Company to Access the Software Platform on its behalf (the “Authorized Users”) will be assigned unique login credentials, which are not to be shared with any other individual, business, or organization. Company will assure that all Authorized Users comply with the provisions of these Terms. Company will use commercially reasonable measures to prevent unauthorized Access of the Software Platform.

1.3. Company will not: (i) post any content to the Software Platform that contains malicious code; (ii) attempt to gain access to anyone else’s data contained within the Software Platform; (iii) copy or reproduce any part of the Software Platform for use on another computer system, including to build a competitive product; or (iv) attempt to translate, modify, derive, or reverse engineer any feature of the Software Platform.

1.4. Except as expressly granted to Company, SynsorMed reserves all of its right, title, and interest in and to the Software Platform. Further, any and all patient data derived from the Company’s use of the SynsorMed Platform shall be the exclusive property of SynsorMed. SynsorMed shall have the right to retain, use, and transfer, for statistical and analytical purposes, system testing, and product development, any portion of patient data derived from the Company’s use of the SynsorMed Platform which SynsorMed converts into an anonymized state, as hereinafter defined. For the purposes of these Terms, in order for data received by SynsorMed from Company to qualify as anonymized data, such data must have all personally identifiable information removed from all data sets. In the context of medical data, anonymized data refers to data from which a specific and unique individual cannot be identified by the recipient of the information, and at a minimum, will require that the name and complete address be removed, together with any other information, which in conjunction with other data held by or disclosed to the recipient, could identify the individual.

2. Services

2.1. Subject to applicable laws and requirements, Company hereby appoints SynsorMed as its sole and only provider of Remote Care Services during the Term and SynsorMed accepts such appointment, subject to the provisions of these Terms and the applicable Service Order Form.

2.2. When Remote Care Services are ordered by a Provider for a Patient of Company, Company shall transmit complete and accurate intake information to SynsorMed, as reasonably designated by SynsorMed from time to time, after which SynsorMed will facilitate delivery of appropriate RPM equipment to the Patient, equipment set-up, and Patient education.

2.3. SynsorMed will facilitate recording of the Patient’s digitally transmitted physiologic data, generate reports to the Company from time to time, and facilitate technical assistance for Authorized Users or Patients as needed during the commercially reasonable hours and times established by SynsorMed.

2.4. Company is responsible for obtaining Patient’s informed consent to participate in Remote Care Services in accordance with all applicable laws and payor requirements. Company shall also have Patient provide informed consent to allow SynsorMed to retain, use and transfer, for statistical and analytical purposes, system testing, product development, and related commercially reasonable purposes, any portion of Patient’s data which SynsorMed converts into an anonymized state.

2.5. Commencing on contract start date, SynsorMed will assist in processing all Remote Care Services related medical insurance claims for payment by government and commercial companies by either electronic or paper means. Company agrees to make available to SynsorMed all information necessary to properly process Company’s claims and to assist in submitting all such billing and insurance information.

2.6. SynsorMed will provide to Company a direct fax number, through which Company will provide claims and billing information necessary for SynsorMed to properly help with processing Company’s claims as needed.

2.7. All patient information and data provided by Company to SynsorMed shall be kept confidential and shall not be disclosed to anyone outside of SynsorMed other than to the extent necessary for SynsorMed to process and submit claims for Company. In addition, Company will not divulge the contents, terms or conditions of the Service Order Form or these Terms to any third party without the express written consent of SynsorMed.

2.8. SynsorMed shall provide to Company management reports regarding the practice on a timely basis. The types of Monthly Management Reports shall be as follows: Insurance Aging Report — monthly; Patient Aging Report — quarterly; Practice Analysis — monthly.

2.9. SynsorMed will be serving as a conduit of information and claims data between Company and many insurance payers, both government and commercial. Company will be providing all such claims information and data to SynsorMed, including, but not limited to, procedure codes and identifying the exact procedures Company has performed on patients. Company shall certify that all such procedures were in fact performed on the patients as specified. SynsorMed has no authority to and will not change any of these procedure codes without the express permission and direction of Company.

2.10. Company understands that SynsorMed is relying entirely on the claims and billing information supplied to SynsorMed by Company in helping in preparing and submitting insurance claims for payment. Company warrants and represents that all such claims and billing information is entirely accurate and truthful. If any investigation is initiated or if any action is brought by any individual, company or entity whatsoever regarding any of the claims filed by SynsorMed on behalf of Company, then Company agrees to cooperate fully in any such investigation or action and shall provide all relevant supporting documentation to support the claim(s) filed.

3. Personnel

3.1. SynsorMed shall provide to Company, and Company hereby agrees to provide from SynsorMed, the services of all qualified healthcare professionals and clinical staff (“Personnel”) as necessary and appropriate for the delivery of remote care treatment management services by Company during the Term. All employees of SynsorMed working directly with Company under these Terms shall be qualified by education, credentialing, training, and/or licensing to perform their official duties in the state in which Personnel are delivering Services.

3.2. Company is responsible for facilitating Provider supervision of Personnel in accordance with all applicable laws and payor requirements. Company will ensure that a Provider exercises overall direction and control over all action taken by the Personnel in connection with the rendering of services by Company.

3.3. Subject to Provider supervision, overall direction, and control, Personnel will perform remote care treatment management services on behalf of Company during the commercially reasonable hours and times established by SynsorMed with mutual agreement by Company, including analysis and interpretation of digitally collected physiologic data, interactive communication with the Patient or caregiver, and related consultation with Company as needed. The expectation is a minimum of twenty (20) minutes per active account per month.

3.4. Company is solely responsible for the rendering of all professional medical services for its patients, including, but not limited to, the diagnosis and treatment of patients under Company’s care.

3.5. SynsorMed shall remain the sole employer of Personnel, notwithstanding the fact that the Company and its Providers exercise supervision over such Personnel from time to time. With respect to Personnel, SynsorMed shall remain solely responsible for: (i) the establishment of initial salaries or wage rates, and of subsequent adjustments thereto; (ii) the payment of all wages, salaries, and other forms of compensation; (iii) the payment of all payroll, social security, and unemployment taxes; and (iv) the establishment of all personnel policies and employee benefit programs. SynsorMed shall have and retain full responsibility and authority for decisions regarding employment, discipline, termination, and reassignment of Personnel.

4. Confidentiality

4.1. The parties agree to maintain the privacy and security of any individually identifiable patient health information received from or created for the other party in accordance with all relevant state and federal laws and regulations, including, but not limited to, the privacy and security regulations issued pursuant to Subtitle F of the Health Insurance Portability and Accountability Act of 1996 set forth at 45 CFR parts 142, 160, 162 and 164 (collectively the “HIPAA Standards”). SynsorMed will have access to patient health information of Company’s patients in the performance of Services hereunder.

4.2. Company understands and acknowledges that Company will have access to “Confidential Information” concerning SynsorMed’s business and that Company has a duty at all times to not use such information in competition with SynsorMed or to disclose such information or permit such information to be disclosed to any other person, firm, corporation, or third party during the term of the Agreement or any time thereafter, unless such disclosure is required by law or to carry out Company’s responsibilities. For purposes of these Terms, “Confidential Information” shall include, but is not limited to, the terms of the Agreement, any and all secrets or confidential technology, proprietary information, customer lists, trade secrets, records, notes, memoranda, data, ideas, processes, methods, techniques, systems, formulas, patents, models, devices, programs, computer software, writings, research, personnel information, customer information, plans, or any other information of whatever nature in the possession or control of SynsorMed that is not generally known or available to members of the general public or the medical profession, including any copies, worksheets, or extracts from any of the above.

5. Non-Solicitation

5.1. During the Term of the Agreement, and for a period of two (2) years following the termination or expiration of the Agreement, regardless of the reason for such termination or expiration (the “Restricted Period”), a party shall not, directly or indirectly, solicit or otherwise communicate with any of the employees, independent contractors, patients, payors, or referral sources of the other party with the purpose of causing such persons to terminate their employment, contractual, professional, payment, or referral relationship with the other party, as the case may be, or with the purpose of causing such persons to establish an employment, contractual, medical, payment, or referral relationship with anyone other than the other party. In addition, the parties agree that during the Restricted Period, a party shall not, directly or indirectly, engage, employ, or otherwise hire any of the employees or independent contractors or former employees or independent contractors of the other party.

5.2. Each party understands and acknowledges that the other party shall suffer severe harm in the event that the foregoing non-solicitation covenant is violated, and accordingly, if a party breaches any obligation of this Section, in addition to any other remedies available under the Agreement, at law or in equity, the other party shall be entitled to enforce the Agreement by injunctive relief and by specific performance of the Agreement, such relief to be without the necessity of posting a bond, cash or otherwise. Additionally, nothing herein shall limit a party’s right to recover any compensatory damages to which it is entitled as a result of the other party’s breach. If any provision of the non-solicitation covenant is held by a court of competent jurisdiction to be unenforceable due to an excessive time period or restricted activity, such covenant shall be reformed to comply with such time period or restricted activity that would be held enforceable.

6. Insurance

6.1. Each party shall maintain commercially reasonable insurance, in amounts no less than that required by applicable law, in connection with the Agreement and the duties and obligations of each party thereunder.

7. Indemnification

7.1. Company shall indemnify and hold harmless SynsorMed and SynsorMed’s members, directors, officers, agents, and employees, from and against all claims, demands, liabilities, losses, damages, costs, and expenses, including reasonable attorneys’ fees, resulting in any manner, directly or indirectly, from Company’s performance, non-performance, or material breach of any provision of the Agreement, or from the actual or alleged negligence or willful acts or omissions of Company or its members, directors, officers, employees, agents, or independent contractors. By way of inclusion and not limitation, this indemnity shall apply to claims, fines, penalties, actions, proceedings, or orders of state or federal agencies.

7.2. If Company receives notice or acquires knowledge of any matter which may result in a claim for indemnification under the Agreement, Company shall promptly notify SynsorMed within forty-eight (48) hours.

8. Limitation of Liability

8.1. SYNSORMED SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, LIQUIDATED, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY NATURE, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SYNSORMED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

9. Governing Law, Venue, and Arbitration

9.1. The Agreement shall be construed and enforced in accordance with the laws of the State of Florida. Should it become necessary for SynsorMed to retain an attorney to collect any amounts owed to SynsorMed under the terms of the Agreement, SynsorMed will be entitled to recover in addition to its damages, reasonable attorney’s fees. Except for enforcement of Sections 5 and 6 of these Terms, which may be enforced in a court having competent jurisdiction in Hillsborough County, Florida, any other dispute arising out of or relating to the Agreement, or the breach thereof, shall be settled by binding arbitration in Hillsborough County, Florida, by a single arbitrator who is knowledgeable about issues related to the subject matter of the Agreement and deemed mutually acceptable by the parties. The arbitration shall be administered by the American Arbitration Association (“AAA”). Notwithstanding any provisions of the AAA arbitration rules to the contrary, the arbitration shall be conducted pursuant to the following: The arbitrator(s) shall not have the authority to modify any provisions of the Agreement or to award punitive damages. The arbitrator shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under the Agreement. In no event will this arbitration clause be interpreted to allow a class action in arbitration.

9.2. The cost of the arbitration, including the fees of the arbitrator shall be borne equally by the parties. Except as otherwise provided by applicable law, in the event either party hereto retains the services of any attorney for any action based upon or relating to the Agreement, each party shall pay its own attorneys’ fees, costs, and expenses (incurred at arbitration, trial, and/or appellate levels).

10. General Provisions

10.1. Relationship of Parties. The relationship of SynsorMed, on the one hand, and Company, on the other, established by the Agreement is solely that of an independent contractor, and the provisions hereof are not intended to create any partnership, joint venture, agency, or employment relationship between the parties.

10.2. Waiver. The waiver by either party of a breach or violation of any provision of the Agreement shall not operate as, or be construed to constitute, a waiver of any subsequent breach of the same or another provision hereof.

10.3. Additional Assurances. Except as may be herein specifically provided to the contrary, the provisions of the Agreement shall be self-operative and shall not require further agreement by the parties; provided, however, at the request of either party, the other party shall execute such additional instruments and take such additional acts as are reasonable and as the requesting party may deem necessary to effectuate the Agreement.

10.4. Force Majeure. Neither party shall be liable or deemed to be in default for any delay or failure in performance under the Agreement or other interruption of service deemed to result, directly or indirectly, from acts of God; civil or military authority; acts of public enemy; insurrection; war; accidents; explosions; extreme climate events, such as earthquakes, hurricanes, floods, tornados, etc.; failure of transportation; labor strikes or other work interruptions by either party’s employees; or any other similar cause beyond the reasonable control of either party unless such delay or failure in performance is expressly addressed elsewhere in the Agreement. Notwithstanding the same, the parties hereto agree to continue the Agreement to the best degree they can so long as reasonably possible.

10.5. Notices. Each notice, request, or demand given or required to be given pursuant to the Agreement shall be in writing and shall be deemed sufficiently given if deposited in the United States mail, First Class, postage pre-paid, and addressed to the address of the intended recipient set forth in the Service Order Form, or to such other address as may be specified in writing by the parties.

10.6. Entire Agreement. The Agreement (consisting of the Service Order Form, these Terms, and the Business Associate Agreement) represents the entire agreement between the parties and shall not be modified unless done so in writing signed by or on behalf of both parties. The Agreement supersedes any prior written or oral agreements between the parties.

10.7. Amendment. These Terms may be modified or amended by SynsorMed with thirty (30) days written notice to Company. The Service Order Form may only be modified by written amendment signed by both parties.

10.8. Assignment. The Agreement shall be binding upon and inure to the benefit of the heirs, legatees, successors of interest, and assigns of each of the parties. Company shall not sell, transfer, assign, sublicense, or subcontract any right or obligation hereunder without the prior written consent of SynsorMed.

10.9. Severability. If any provision of the Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of the Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

10.10. No Third-Party Beneficiaries. Except as otherwise provided herein, the Agreement shall not confer any rights or remedies upon any person other than SynsorMed and the Company and their respective successors and permitted assigns.

10.11. No Warranty. Company acknowledges that SynsorMed has not made and will not make any express or implied warranties or representations that the Services provided by SynsorMed will result in any particular income to the Company. Specifically, SynsorMed has not represented that its Services will result in higher revenues, lower expenses, greater profits, or growth in the number of patients treated by the Company.

10.12. Subcontracting. SynsorMed may subcontract or delegate the performance of portions of the Services to third parties in SynsorMed’s discretion, provided that SynsorMed shall remain responsible to the Company for the performance of the Services.

10.13. Counterparts. The Service Order Form may be executed in any number of counterparts, each of which shall be deemed an original instrument. Delivery of an executed counterpart by facsimile or electronic mail shall be equally effective as delivery of a manually executed counterpart.