Terms of service

01The agreement

These terms, together with any Order Form, the Business Associate Agreement, and our privacy policy, form the entire agreement between the parties for the service. Where they conflict, the order of precedence is: the Business Associate Agreement for anything concerning protected health information, then a signed Order Form, then these terms, then the privacy policy.

Terms in a Practice's purchase order or vendor portal do not apply and are expressly rejected, even if we acknowledge or accept that document.

02Definitions

• Order Form means a written or electronic ordering document signed or accepted by both parties describing the subscription, fees and term.
• Customer Data means information a Practice or its Users submit to, or that the service generates for a Practice within, Cync, including referral documents, patient details, messages and notes.
• User means an individual authorized by a Practice to use the service under the Practice's workspace.
• Workspace means the Practice's isolated tenancy within Cync.
• PHI means protected health information as defined by HIPAA.
• BAA means the Business Associate Agreement between the parties.
• Documentation means the in product help and any written materials we provide describing the service.

03The service

Cync helps a Practice track referrals it receives and referrals it sends, contact patients about referred appointments, notify referring practices when a referral is resolved, and keep a record of what happened. Subject to these terms and payment of applicable fees, we grant the Practice a non exclusive, non transferable, non sublicensable right to access and use the service during the term for its own internal business purposes.

04Accounts and access

Each User requires their own account, and accounts must not be shared. The Practice is responsible for the accuracy of account details, for keeping credentials confidential, for assigning roles appropriately, for promptly removing access from people who leave, and for all activity occurring under its Workspace whether or not authorized. Notify us promptly at the address in section 31 if you believe an account or credential has been compromised.

We may require multi factor authentication or single sign on for particular roles where we reasonably believe it is necessary to protect the service or Customer Data.

05Practice responsibilities

• Having the rights, permissions and lawful basis for all Customer Data you submit.
• The accuracy of referral information, including patient contact details, and correcting it when you learn it is wrong.
• Clinical, scheduling and staffing decisions, and the care you provide.
• Meeting the professional, licensing, billing and record keeping obligations that apply to your Practice, including your own obligations as a covered entity under HIPAA.
• Configuring the service correctly, including your callback number, contact hours, message wording and closure fax destination.
• Maintaining your own records. Cync is not a system of record and is not a substitute for your medical record retention obligations.

06Patient contact and consent

Cync contacts patients on your behalf. Messages are sent by Cync, from a number Cync operates, and identify Cync as the sender, naming your Practice as the practice the referral concerns. You are responsible for having the consent or other lawful basis required to contact a patient by text message, telephone or fax, including consent obtained at intake by the patient's own provider, and for complying with the Telephone Consumer Protection Act, HIPAA and any applicable state law.

You represent and warrant, on a continuing basis, that:

• each patient contacted through Cync has an active referral to or from your Practice;
• the contact details you supply were provided by or for the patient for the purpose of being contacted about their care;
• you will not use the service to send marketing, solicitation, promotional, political or fundraising messages, or any message unrelated to a referral; and
• you will promptly stop using contact details you learn are wrong or that a patient has asked you not to use.

07Messaging services

Messages, calls and faxes are delivered by third party carriers and are subject to their rules, to mobile network rules, and to industry codes of conduct. You acknowledge and agree that:

• message frequency is limited, and automatic contact stops after a small number of approaches per referral;
• messages are sent only during the contact hours configured for your Practice;
• no clinical information is included in a text message, and any wording you supply for the message body must not include any;
• every message identifies Cync as the sender, names the Practice the referral concerns, and carries opt out instructions;
• message and data rates may apply to the recipient, and we do not charge patients;
• delivery is not guaranteed. Carriers may filter, delay, block or fail to deliver traffic for reasons outside our control, and neither we nor any carrier is liable for a message that is delayed or never arrives.

We may change message templates, cadence limits, sending numbers or channels where a carrier, regulator or law requires it. We may throttle or suspend messaging for a Practice whose traffic generates complaints, violates carrier rules, or puts the service or its number reputation at risk, and we will tell you when we do.

08Customer data

As between the parties, the Practice owns all right, title and interest in Customer Data. You grant us a limited, non exclusive licence to host, copy, process, transmit, display and back up Customer Data solely to provide, secure and support the service, and as otherwise permitted by these terms, the BAA and applicable law.

We may generate aggregated and de identified statistics about use of the service and may use them to operate, secure and improve it. Those statistics never identify a Practice, a User, a patient or any individual, are de identified in a manner consistent with HIPAA where derived from PHI, and we will not attempt to re identify them or publish anything from which a Practice or individual could reasonably be re identified.

09Protected health information

Where you submit PHI, the parties will execute a BAA, and that agreement governs our handling of PHI and takes precedence over these terms in respect of it. A Practice should have a BAA in place with us before submitting PHI. You are the covered entity and remain responsible for your own HIPAA obligations, including your notice of privacy practices, minimum necessary determinations, and patient rights requests.

10Automated processing and AI features

The service uses automated processing, including a third party large language model, to extract fields from referral documents and to answer questions about a Practice's own referrals. Our privacy policy describes this in detail.

• Outputs are suggestions. Extracted fields are presented with a confidence indicator alongside the original document and must be reviewed by a User before being relied on. You are responsible for verifying any output you act on.
• No clinical use. Outputs must not be used as the basis for a clinical decision, diagnosis or treatment.
• Ownership. As between the parties, outputs generated from your Customer Data are treated as Customer Data and owned by you.
• No training. We do not use Customer Data to train models, and we do not permit our providers to.
• Accuracy. Automated extraction is probabilistic. We do not warrant that any output is accurate or complete, and the original document remains the record.

11Acceptable use

You will not, and will not permit any User or third party to:

• use the service unlawfully, or in breach of any healthcare, communications, privacy or consumer protection law;
• send marketing, promotional, political or fundraising messages through the service;
• send unlawful, deceptive, harassing, defamatory or abusive communications;
• submit Customer Data you have no right to submit, or use patient information beyond treatment, payment and healthcare operations purposes permitted by law;
• submit payment card numbers, Social Security numbers or government identifiers except where a referral document contains them and the service is designed to hold them;
• attempt to gain unauthorized access to the service, other workspaces, or the systems that run them, or to test their vulnerability without our prior written consent;
• probe, scan, overload, or interfere with the service, or circumvent access controls, usage limits or messaging cadence limits;
• reverse engineer, decompile or disassemble the service, or copy, resell, rent, timeshare or make it available to any third party except as expressly permitted;
• use the service to build a competing product, or to benchmark it for publication without our prior written consent;
• upload malicious code or use the service to store or distribute it.

12Availability, support and changes

We provide the service with reasonable skill and care and aim to keep it available at all times. Unless an Order Form expressly states a service level, we make no commitment as to uptime, availability or response time, and no service level is implied by these terms, by our marketing, or by past performance.

Support is provided during our normal business hours by email at the address in section 31. We may perform maintenance, and will use reasonable efforts to give advance notice of planned maintenance likely to cause material disruption, though emergency maintenance may occur without notice.

We may add, change or remove features. We will not materially reduce the core functionality of the service during a paid term without giving you at least thirty days notice, and if we do you may terminate the affected subscription and receive a pro rata refund of prepaid fees for the unused remainder of the term.

13Trials, beta and preview features

Where we make a free trial, pilot, beta, preview or early access feature available, it is provided for evaluation only, may be changed or withdrawn at any time, may not work as described, and is provided "as is" with no warranty, indemnity, support commitment or service level whatever section 21 or an Order Form says. We may set usage limits on it. To the maximum extent permitted by law our liability arising from such a feature is limited to one hundred United States dollars. You should not submit PHI to a beta or preview feature unless we confirm in writing that it is covered by the BAA.

14APIs and integrations

Where we make an application programming interface or integration available, your use of it is subject to these terms and any published technical documentation and rate limits. We may change, deprecate or withdraw an API, and will use reasonable efforts to give notice proportionate to the change. You must not use an API to circumvent limits in the user interface, to extract Customer Data in bulk in a manner that degrades the service, or to replicate the service. You are responsible for credentials issued to you and for anything done with them.

15Third party services

The service depends on third parties, including cloud hosting, communications carriers, identity providers and an artificial intelligence provider. We select them with care, contract with them appropriately, and put Business Associate Agreements in place where they handle PHI. We remain responsible for their performance of the service to the extent our agreements and applicable law require, but we do not control their networks and are not liable for outages, degradation or acts outside our reasonable control. If you connect a third party service of your own choosing, that connection is between you and that provider and we are not responsible for it.

16Fees, billing and taxes

Fees, billing period, payment method and term are those set out in the Order Form or agreed at purchase. Unless an Order Form says otherwise:

• fees are invoiced in advance and due within thirty days of the invoice date;
• fees are stated in United States dollars and are exclusive of taxes, which you are responsible for other than taxes on our income;
• subscriptions renew for successive periods equal to the initial term unless either party gives notice of non renewal at least thirty days before the end of the current period;
• we may increase fees on renewal by giving at least forty five days notice before the end of the current period;
• undisputed amounts more than thirty days overdue may accrue interest at one percent per month or the maximum permitted by law, whichever is lower, and we may suspend the service after giving you at least ten days written notice and an opportunity to pay;
• fees already paid are non refundable except where these terms expressly provide otherwise or the law requires it.

If you dispute an invoice in good faith, tell us within thirty days of its date and pay the undisputed portion; we will not suspend the service for a genuinely disputed amount while we work it out.

17Confidentiality

Each party may receive information from the other that is marked confidential or that a reasonable person would understand to be confidential, including the service, its non public features and pricing on our side, and Customer Data and business information on yours. The receiving party will protect it with at least the care it uses for its own confidential information and no less than reasonable care, use it only to perform under these terms, and disclose it only to employees, advisers and contractors who need it and are bound by similar obligations.

These duties do not apply to information that is or becomes public through no fault of the receiving party, was rightfully known before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's information. Disclosure compelled by law is permitted if the receiving party gives prompt notice where lawful and cooperates in seeking protective treatment. Confidentiality obligations survive for three years after termination, and indefinitely for Customer Data and PHI.

18Intellectual property

Hyper Expert and its licensors own the Cync software, its interfaces, Documentation, trade marks and all related intellectual property, including all improvements and derivative works. Except for the limited rights expressly granted in section 3, no rights are granted to you by implication, estoppel or otherwise. You own Customer Data, as set out in section 8.

If you give us feedback, suggestions or ideas about the service, we may use them without restriction and without obligation to you, and you grant us a perpetual, irrevocable, royalty free licence to do so. We will not identify you as the source without your consent.

19Publicity

Neither party may use the other's name, logo or trade marks in marketing without prior written consent, except that either party may identify the other factually in a customer or vendor list. Consent to a case study, quotation or press release must be specific and in writing, and may be withdrawn for future use on reasonable notice.

20Compliance, export and sanctions

Each party will comply with the laws applicable to it in performing under these terms. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive United States sanctions, and that you are not a person with whom United States persons are prohibited from dealing. You will not export, re export or make the service available in breach of United States export control or sanctions laws. Each party will comply with applicable anti bribery and anti corruption laws, and neither will offer anything of value to improperly influence a decision relating to this agreement.

21Warranties and disclaimers

Each party warrants that it has the authority to enter into these terms and that it will comply with laws applicable to it. We warrant that during the term the service will perform materially in accordance with the Documentation, and that we will not materially decrease the security protections described in our privacy policy. Your exclusive remedy, and our sole obligation, for breach of that warranty is for us to correct the non conformity or, if we cannot within a reasonable time, to terminate the affected subscription and refund prepaid fees for the unused remainder of the term.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON INFRINGEMENT AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT ANY MESSAGE WILL BE DELIVERED, THAT ANY PATIENT WILL RESPOND, OR THAT AUTOMATED EXTRACTION WILL BE ACCURATE.

22Indemnification

By you. You will defend Hyper Expert against any third party claim arising from your use of the service in breach of these terms, from Customer Data you submitted, from your failure to obtain a consent or lawful basis required to contact a patient, or from your breach of section 6 or section 11, and will indemnify us against damages, costs and reasonable legal fees finally awarded or agreed in settlement.

By us. We will defend you against any third party claim that the service, as provided by us and used in accordance with these terms, infringes a United States patent, copyright or trade secret, and will indemnify you against damages, costs and reasonable legal fees finally awarded or agreed in settlement. If the service becomes, or we believe it may become, the subject of such a claim, we may at our option procure the right to continue using it, modify or replace it so it is non infringing, or terminate the affected subscription and refund prepaid fees for the unused remainder of the term. We have no obligation for a claim arising from Customer Data, from use in breach of these terms, or from combination with anything not provided by us.

Each indemnity is conditioned on the indemnified party giving prompt written notice, granting sole control of the defence and settlement provided no settlement admits liability or imposes an obligation on the indemnified party without its consent, and cooperating reasonably at the indemnifying party's expense.

23Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL OR LOST OR CORRUPTED DATA, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE FEES PAID OR PAYABLE BY YOU FOR THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to: your obligation to pay fees; either party's indemnification obligations; either party's breach of its confidentiality obligations; your breach of section 6, section 11 or section 20; or liability that cannot be limited or excluded by law. Obligations, remedies and any separate limits under the BAA are governed by that agreement. The limits in this section apply in the aggregate across all claims and do not reset with each incident.

24Term, suspension and termination

These terms apply from your first use of the service until all subscriptions have expired or been terminated. Either party may terminate for material breach that remains uncured thirty days after written notice describing it. Either party may terminate immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver or administrator appointed.

We may suspend the service, a Workspace or a User immediately where we reasonably believe it is necessary to prevent unlawful activity, protect patient information, respond to a carrier or regulator, or prevent material harm to the service or its other customers. We will tell you the reason, limit the suspension to what is necessary, and restore access promptly once the cause is resolved. Suspension does not relieve you of the obligation to pay fees for the period, except where the suspension was our error.

The following survive termination: sections 8, 9, 16, 17, 18, 20, 21, 22, 23, 25, 28, 29 and 30, together with any other provision that by its nature should survive.

25Data export and deletion

During the term you may export Customer Data through the features the service provides. On termination or expiry we will make Customer Data available for export for thirty days, and will assist with a bulk export on request at our then current professional services rates. After that period we will delete or return Customer Data as you direct, and in the absence of direction will delete it, subject to any retention required of us by law and to the BAA. Backups are deleted on their own cycle. Text message opt out records are retained indefinitely, as our privacy policy explains, because deleting them would permit contact to a number that asked not to be contacted.

26Security diligence

On reasonable written request, and no more than once in any twelve month period unless required by law or following a security incident affecting your Customer Data, we will complete a reasonable security questionnaire and provide the documentation about our security practices that we make generally available. This does not entitle you to access our systems, our facilities, or information about other customers, and any information we provide is our confidential information.

27Changes to these terms

We may update these terms. The date at the top shows when they last changed. For changes that materially and adversely affect you we will give at least thirty days notice to Workspace administrators before they take effect, and continued use after the effective date constitutes acceptance. If you do not accept such a change, you may terminate the affected subscription before it takes effect and receive a pro rata refund of prepaid fees for the unused remainder of the term. Changes required by law, by a carrier, or to address a security risk may take effect on shorter notice.

28Governing law and disputes

These terms are governed by the laws of the State of Washington, without regard to its conflict of laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties submit to the exclusive jurisdiction of the state and federal courts located in King County, Washington, and each waives any objection to venue there and any right to a jury trial.

Before filing, the parties will attempt in good faith for thirty days to resolve the dispute by discussion between people with authority to settle it. Either party may seek injunctive relief at any time to protect its intellectual property or confidential information. Neither party may bring a claim more than two years after the cause of action accrued, except for claims to collect fees.

29Notices

Notices to us must be in writing to Hyper Expert, LLC at the address in section 31, with a copy by email to [email protected]. Notices to you may be given by email to your Workspace administrators or by a prominent notice within the service, and are effective when sent. You are responsible for keeping administrator contact details current. Each party consents to receiving notices electronically, and agrees that electronic signatures and records satisfy any requirement for a signature or writing.

30General

Neither party may assign this agreement without the other's prior written consent, except to a successor in a merger, acquisition or sale of substantially all assets on written notice, and any other purported assignment is void. Neither party is liable for delay or failure caused by events beyond its reasonable control, including carrier and network failures, provided it resumes performance promptly. The parties are independent contractors, and nothing here creates a partnership, joint venture, agency or employment relationship. There are no third party beneficiaries. If a provision is held unenforceable it will be modified to the minimum extent necessary or severed, and the rest remains in force. A failure or delay in enforcing a provision is not a waiver, and a waiver must be in writing. Headings are for convenience and do not affect interpretation. "Including" means including without limitation. This agreement may be executed in counterparts.

31Contact us

Cync is a product of Hyper Expert, LLC.

Hyper Expert, LLC
600 1st Ave, STE 100
Seattle, WA 98104
United States

[email protected]