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Privacy Policy

These Terms of Use (the “Agreement”) is a binding, contract between Synapse Health, LLC, and our affiliates and subsidiaries (collectively “Synapse Health,” “us,” “our,” or “we”) and patients, website visitors, customers, and healthcare providers and the healthcare providers’ authorized workforce, including agency and contract personnel, under the healthcare provider’s direct control (collectively “your” or “you”) under which you may use our website and online services, including but not limited to the DMEHub, Room & Board, Inventory, Equip, Connect, Fulfill, and Deliver (collectively, the “Online Services”). This Agreement applies solely to your use of our Online Services, including all enhancements, versions, and modifications.

CONDITIONS OF USE

As a condition of your use of the Online Services, you represent and warrant: you are at least the age of legal majority where you live (which is currently eighteen (18) years old in most states), an emancipated minor under state law, or you are at least thirteen (13) years old and have the permission of your parent or guardian who must agree to this Agreement on your behalf.

If you have agreed to allow your unemancipated minor child or a minor child for whom you are legal guardian aged thirteen (13) or over to access the Online Services, you agree that you shall be solely responsible for: (a) the conduct of such minor; (b) monitoring such minor’s access to and use of the Online Services; and (c) the consequences of any use of the Online Services by such minor.

By downloading, accessing, or using the Online Services, you are indicating your: (i) acceptance of, and agreement to be legally bound by, all of the terms and conditions of this Agreement; and (ii) consent to the installation of any software including, but not limited to, scripts, browser plugins, applets, and mobile applications as part of the Online Services on your computer or mobile device.

ONLINE SERVICES DO NOT PROVIDE MEDICAL ADVICE

The Online Services are for informational purposes only and are not a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read through the Online Services.

If you think you may have a medical emergency, call your doctor or 911 immediately.

 

MODIFICATION OF AGREEMENT

Synapse Health reserves the right, in its sole and absolute discretion, to modify all or any portion of this Agreement at any time without incurring any liability or obligation whatsoever to you or any other person or entity. If we modify the Agreement, we will post the changes to the Agreement and will indicate the date this Agreement was last revised. Your continued use of the Online Services after any such changes constitutes your acceptance of, and agreement to be legally bound by, this Agreement, as revised. It is your sole responsibility to regularly check the Agreement to determine if there have been any changes to the Agreement and to review such changes.

PROVIDER OF ONLINE SERVICES

You acknowledge that some or all of the Online Services may be provided by one or more service providers (individually and/or collectively “Service Provider”), where any Service Provider is a third party to this agreement. This agreement is between you and Synapse Health, not Service Provider.

To use the Online Services, you may also be required to agree to be bound by terms and conditions specified by the Service Provider. You represent and warrant to Synapse Health that, as a condition of using the Online Services, you will abide by any required terms and conditions specified by the Service Provider.

In addition to other disclaimers and exclusions contained in this Agreement, Synapse Health expressly disclaims to the maximum extent permitted by law: (i) any and all liability related to the Online Services involving “Content,” as defined in the “Online Services and Content” section below, which belongs to Service Provider; (ii) any and all liability related to maintenance or support with respect to the Online Services provided by Service Provider; and (iii) any and all liability related to claims with respect to product liability, intellectual property rights, consumer protection, privacy, or failure to conform to any applicable legal or regulatory requirement involving Service Provider’s conduct or Content.

ONLINE SERVICES AND CONTENT

You acknowledge that content may be made available to you through the Online Services, including, but not limited to, information, comments, data, software (whether applications, scripts, plug-ins, or applets), photographs, graphics, text, sound, images, and other material (“Content”). All Content is owned by Synapse Health, Service Provider, or another third party. Content is protected by copyright laws, trademark laws, other intellectual property laws and treaties, in Canada, the United States, and worldwide, and all rights therein are reserved by their respective owners. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Content, in whole or in part, except as expressly allowed by this Agreement or applicable law (including, without limitation, U.S. copyright, trademark, and patent law). Subject to the terms and conditions of this Agreement, we grant you a non-exclusive, non-transferable, limited right to access, use, and display the Online Services and the materials thereon.

Your use of the Online Services does not grant or transfer to you any ownership or other rights in the Online Services or Content, and except as expressly provided, nothing herein or within the Online Services shall be construed as conferring on you or any other person any license under any of Synapse Health’s, Service Provider’s, or any third party’s intellectual property rights. Any rights not expressly granted to you in this Agreement are expressly reserved by Synapse Health. For greater certainty, you agree that you will not take any action that is inconsistent with Synapse Health’s ownership of any or all of the Online Services and Content, or with Service Provider’s, or any third party’s ownership of any or all of the Content. You are hereby expressly prohibited from removing any proprietary notice of Synapse Health, Service Provider, or any third party from any copy of the Online Services or Content.

ONLINE SERVICES DISCLAIMERS

Synapse Health provides you with access to the Online Services on an “as is” and “as available” basis only, and, to the maximum extent permitted by law, excludes all representations, warranties, conditions, and other terms. Synapse Health does not warrant that the Online Services or any Content will be uninterrupted or error-free, that defects will be corrected, or that the Online Services or the servers hosting the Online Services will be free of viruses or other harmful components.

The Online Services may be used to facilitate other services such as the provision of healthcare and medical services, none of which are covered by this Agreement. This Agreement applies only to the Online Services, any other services facilitated by the Online Services are not subject to this Agreement. Synapse Health makes no representation or warranties as to the quality, lawfulness, or merchantability of such other services, which may be subject to other agreements.

YOUR ACCOUNT

The Online Services, or certain features and/or portions of the Online Services may be password-protected and may require you to complete a registration process to obtain access. When registering to use any such features and/or portions of the Online Services, you agree: (i) that you will provide complete and accurate information about yourself; and (ii) to update such information if it changes. If you do not provide or update such information, or if we have reasonable grounds to suspect that you have not provided or updated such information, we shall have the right, in our sole and absolute discretion, to disable your username and/or password and prevent you from using the Online Services, or any features or portions of the Online Services. You agree to be responsible for: (i) the accuracy of all information that you provide to us; (ii) maintaining the confidentiality and security of any passwords or other account identifiers that you choose or that are otherwise assigned to you; and (iii) all activities that occur under such password(s) or account(s). It is your responsibility to keep your username and any password that you register or that is provided to you confidential and secure. If your username or password is used without your consent or you discover any other breach of security, you agree to immediately notify Synapse Health or the appropriate Service Provider. We are not responsible for your failure to comply with this clause, or for any delay in shutting down your account after you have reported a breach of security to us. You are solely responsible for all activities which occur under your user account.

RESTRICTIONS

You agree as a condition of using the Online Services, that you will not yourself, or cause any others to, do any of the following:

  • use, copy, modify, download or transfer the Online Services or any component of the Online Services (including, without limitation, the Content), in whole or in part, except as expressly provided in this Agreement;
    • (i) reverse engineer, disassemble, decompile, or translate the Online Services;
    • (ii) attempt to derive the source code of the Online Services;
    • (iii) create any derivative work from the Online Services;
    • and/or (iv) authorize or assist any third party to do any of the foregoing.
  • remove or alter any proprietary notice or legend regarding Synapse Health’s, or any third party’s, proprietary rights in the Online Services;
  • use the Online Services except in accordance with applicable laws and regulations; and/or use the Online Services:
  • (i) to defraud any third party;
  • (ii) to distribute obscene or other unlawful materials or information; and/or
  • (iii) create any derivative work from the Online Services;
  • (iii) to disseminate or encourage conduct that could constitute a criminal offence or give rise to civil liability.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ONLINE SERVICES AND CONTENT (INCLUDING, WITHOUT LIMITATION, ANY INFORMATION) ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS, CONDITIONS, OR WARRANTIES WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE ONLINE SERVICES AND CONTENT RESIDES WITH YOU. SYNAPSE HEALTH EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE AND/OR QUIET ENJOYMENT, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND DATA ACCURACY.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SYNAPSE HEALTH MAKES NO REPRESENTATION OR WARRANTY THAT: (I) THE ONLINE SERVICES WILL BE COMPATIBLE WITH YOUR DEVICE AND SOFTWARE; (II) THE ONLINE SERVICES WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR ERROR; (III) THE USE OF THE ONLINE SERVICES, INCLUDING, WITHOUT LIMITATION, THE BROWSING AND DOWNLOADING OF ANY INFORMATION, WILL BE FREE OF ANY VIRUSES, TROJAN HORSES, WORMS, OR OTHER DESTRUCTIVE, INTRUSIVE OR DISRUPTIVE COMPONENTS; (IV) THE TRANSMISSION OF INFORMATION TO AND FROM THE ONLINE SERVICES WILL BE SECURE; (V) THE USE OF THE ONLINE SERVICES WILL NOT INFRINGE THE RIGHTS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON; OR (VI) THE USE OF THE ONLINE SERVICES WILL NOT CAUSE ANY DAMAGE TO YOUR DEVICE, SOFTWARE, OR ELECTRONIC FILES.

ANY AND ALL INFORMATION CONTAINED ON OR WITHIN THE ONLINE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO PROVIDE SPECIFIC ADVICE AND SHOULD NOT BE RELIED UPON IN THAT OR ANY OTHER REGARD.

THE ONLINE SERVICES ARE OFFERED IN JURISDICTIONS WHERE THEY MAY BE LEGALLY OFFERED. THE ONLINE SERVICES AND THE INFORMATION OFFERED THROUGH THEM ARE NOT OFFERED TO ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER CANNOT LEGALLY BE MADE, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SYNAPSE HEALTH OR ITS SUPPLIERS, VENDORS OR THIRD PARTY SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, LITIGATION, OR ANY OTHER PECUNIARY LOSS), WHETHER INCURRED DIRECTLY OR INDIRECTLY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE ONLINE SERVICES AND RELATED DATA, INCLUDING WITHOUT LIMITATION ANY DELAY OR INABILITY TO USE THE ONLINE SERVICES OR RELATED DATA, PRODUCTS, MATERIALS, OR OTHER RESOURCES PROVIDED THROUGH THE SERVICES; THE USE OF YOUR ACCOUNT OR ACCOUNT CREDENTIALS; OR ANY DISCLOSURE OF YOUR INFORMATION MADE AT YOUR DIRECTION AND WITH YOUR APPROVAL, OR ANY UNAUTHORIZED ACCESS TO, USE, OR DISCLOSURE OF INFORMATION THAT TAKES PLACE IN CONNECTION WITH YOUR ACCOUNT CREDENTIALS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT, AND THE ONLINE SERVICES WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THIS CLAUSE GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

 

INDEMNIFICATION

At our request, you agree to defend, indemnify, and hold harmless Synapse Health, its affiliated companies, and their employees, contractors, officers, and directors, and Service Providers from any and all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities, and expenses that arise from your use or misuse of the Online Services, violation of these Terms, or violation of any rights of a third party. Synapse Health reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the you, in which event you will cooperate in asserting any available defenses.


CONFIDENTIALITY AND PRIVACY FOR HEALTHCARE PROVIDERS

All personal information and health information (collectively, “Protected Information”) collected, maintained, and accessible through the Online Services is subject to the federal Health Insurance Portability and Accountability Act (HIPAA) and other state specific health and general privacy laws and regulations (collectively, “privacy laws”). Healthcare providers and their authorized workforce, including agency and contract personnel, under the healthcare providers’ direct control (collectively, “Healthcare Provider”) who access the Online Services are subject to the privacy laws. Any and all unauthorized access, use, disclosure, transmission, storage, or destruction of Protected Information within the Online Services may result in Healthcare Provider’s violation of the privacy laws, which may result in civil and/or criminal enforcement actions, investigations, and penalties.

If you are a Healthcare Provider, you are advised of and agree to the following pursuant to your access and use of the Online Services:

  • You are subject to the applicable privacy laws and understand and comply with your obligations and responsibilities with respect to the applicable privacy laws.
  • You shall agree to and abide by our Text Messaging Terms & Conditions, as set out in the below section entitled “Text Messaging”.
  • We are not responsible for any disclosure of Protected Information improperly accessed by any person because of an incorrect email address provided by you.
  • You shall notify us immediately whenever your email address changes.
  • You shall protect any and all Protected Information accessed and/or used from the Online Services from inappropriate access, use, or disclosure pursuant to the applicable privacy laws.
  • You shall protect your cell phone and/or other portable media device that accesses the Online Services from damage, theft, or loss in accordance with the privacy and security requirements of the applicable privacy laws.
  • You are solely responsible for your uses and disclosures of the Protected Information accessed and/or used from the Online Services, including but not limited to, any security incidents or breaches associated with the Protected Information.

 

TEXT MESSAGING

By opting-in or participating in our text messaging programs, you hereby acknowledge, accept, and agree to be bound by our Text Messaging Terms & Conditions, incorporated herein, which governs your obligations and responsibilities with respect to communications via mobile phone.

PRIVACY POLICY

Please read the Synapse Health Privacy Policy (“Privacy Policy”) carefully to understand how Synapse Health collects, uses, and discloses information, including personally identifiable information. We may revise and update the Privacy Policy from time to time in our sole discretion. All changes are effective immediately when we post them and apply to our collection, use, and disclosure of information thereafter. You acknowledge and agree that the Privacy Policy is incorporated by reference into this Agreement, and it is your responsibility to review the Privacy Policy when accessing or using the Online Services so that you are aware of any changes.


GOVERNING LAW

This Agreement is governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Online Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Illinois, in each case located in the City of Chicago and Cook County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.


WAIVER

Synapse Health’s failure to insist upon strict enforcement of any provision of the terms and conditions of this Agreement shall not be construed as a waiver of any such provision or right. Any waiver by Synapse Health of any right or provision herein shall only be by a writing signed by an authorized officer of Synapse Health.


TERMINATION

If you breach any provision of this Agreement, you may no longer use the Online Services. We may, in our sole discretion, change, suspend, or terminate, temporarily or permanently, the Online Services or any part thereof or any features at any time, for any reason, without any notice or liability to you or any other entity. If your permission to use the Online Services is terminated by us for any reason, this Agreement will nevertheless continue to apply and be binding upon you with respect to your prior use of the Online Services and anything relating to or arising from such use. If you are dissatisfied with the Online Services, your sole and exclusive remedy is to discontinue using the Online Services.


EXPORT CONTROLS

You acknowledge that the Online Services, Content, information, and the underlying technology may be subject to applicable export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Online Services, Content, information, and the underlying technology, as well as end-user, end use, and destination restrictions issued by the United States, and other governments. By downloading or using the Online Services, you agree to the foregoing, and you represent, warrant, and covenant that you are not located in, under the control of, or a national or a resident of any country identified in any applicable legislation, regulation, deny order or prohibition list issued by any governmental or regulatory body, and that you will otherwise comply with all applicable export control laws.


SEVERABILITY AND ENTIRE AGREEMENT

If any provision of this Agreement is found by any competent authority to be invalid, unlawful, or unenforceable to any extent, such term, condition, or provision will to that extent be severed from the remaining terms, conditions, and provisions which will continue to be valid to the fullest extent permitted by law.

This Agreement constitutes the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding, or agreement between us relating to your use of the Online Services.