October 18, 2023
These Terms apply to all Synerio products and services.
Customer will notify Synerio in a timely manner of any violation of these Terms upon becoming aware of it, and Customer shall be liable for any breach of this provision by its Users.
ACCESS TO THE PLATFORM AND AUTHORIZED USERS
1.1 Administrative Users
During the set-up of the Platform, and Customer’s initiation to same, Customer will designate an Administrative Username and password for its account, subject to the approval of Synerio.
1.2 Authorized Users
Customer may configure individual accounts for their Authorized Users to access to access the Platform. User accounts may not be used by more than specific individual, but Customer may request a User accounts to be reassigned to new Authorized Users replacing former Authorized Users who no longer require such access.
2. ADDITIONAL RESPONSIBILITIES OF CUSTOMER
2.1 Prohibited Actions by Users:
- Users will not attempt to decompile, disassemble, reverse engineer or otherwise attempt to use any of Synerio’s software, data, ideas, logic and flow, know-how or algorithms.
- Users will not modify, translate or make derivative works of any of Synerio’s works, software or data;
- Users will not transfer, sublicense, rent, lease, convey or assign any of the Services to any third party unless permitted by written agreement
- Users will not compete with or take part in development or marketing or licensing of software or services competitive to those of Synerio. Customer agrees to treat all Synerio’s works including Synerio’s Platform, software, documentation, and data as Confidential Information of Synerio.
- Users will not use the Platform in any way that violates the privacy, trademark, copyright, trade secret, intellectual property rights of Synerio, any third party or person. If Customer needs to utilize or refer to trademarks owned by Synerio, it will do so in a manner reasonably calculated to protect proper use of such trademarks and only after receiving written approval from Synerio.
- Users may not use the Platform in any illegal or malicious fashion.
- Users will not use the Platform to develop foundation or large language models that compete with Synerio.
2.2 User’s Compliance
Customer will use and will ensure that all its Users and Authorized Users abide by these Terms and all applicable laws and regulations. For any violation of this provision, Synerio may suspend Customer’s account and access to the Platform. Customer will also provide commercially reasonable efforts to cooperate and assist Synerio to protect its Intellectual Property.
Customer will use commercially reasonable efforts to ensure that all its Users are properly trained on the Platform and in the Services, and will use same in accordance with applicable instructions, specifications and documentations from Synerio.
2.4 Customer Systems
Customer will assure that the functionality and security of its own equipment, including User systems, and any other services needed to connect to or be used in connection with the Services hereunder are properly maintained, protected, and working correctly.
Customer accepts that depending on your subscription plan, you may have a limit on your use of the Platform. You acknowledge and agree that if you exceed the usage limit allotted by your subscription plan: (i) you may be required to purchase additional usage to continue accessing and using the Platform and (ii) Synerio may suspend or degrade performance of the Platform features. You acknowledge that any purchased usage for Platform is tied to your Platform subscription plan, and account termination will invalidate any remaining purchased usage.
2.6 Use of Artificial Intelligence (AI)
Customer acknowledges that certain Platform features including Synerio Assist use AI technologies. Customer may use the Platform to submit inputs and receive generated outputs. Customer acknowledges that due to the nature of machine learning and the technology powering the Platform, outputs may not be unique, and the Platform may generate the same or similar output based on prompt structure. The Customer nor its Users will misrepresent to any third party that the output from Synerio Assist or other Platform services utilizing AI was solely human generated. Furthermore, Customer acknowledges that AI should not be used as a substitute for professional training and knowledge in matters including but not limited to critical healthcare and business decisions.
2.7 No Exports
Customer nor its Users may remove or export from the United States any of the materials accessed hereunder except as expressly authorized by contract.
To the extent applicable, pursuant to Defense Federal Acquisition Regulation Supplement, Chapter 2 of Title 48, USCS, Federal Regulations, any use or access to Synerio’s software or documentation by the U.S. Government is governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement.
3. CONFIDENTIALITY AND CLIENT DATA
3.1 Disclosure of Confidential Information
All of a Party’s Confidential Information shall be and remain the sole and exclusive property of such Party. Except as otherwise provided herein, each Party shall:
- maintain in confidence the Confidential Information of the other Party, using at least the same care as it employs to avoid disclosure, publication, or dissemination of its own information of a similar nature, but in no event less than a reasonable standard of care;
- not disclose any such Confidential Information to any person, business, or Entity outside that Party’s business organization;
- use the Confidential Information of the other Party solely for the purpose of performing its obligations or exercising or enforcing its rights under this Agreement; and
- not acquire any right in or assert any lien against Confidential Information of the other Party.
Notwithstanding the foregoing, each Party may disclose Confidential Information of the other Party to its employees, agents, contractors, Affiliates and subcontractors who have: (i) a need to know such Confidential Information in order to perform their duties or to evaluate or exercise such Party’s rights under this Agreement; and (ii) a contractual or other legal duty to protect the Confidential Information of the other Party on terms at least as stringent as those set forth herein. A Party receiving Confidential Information of the other Party assumes full responsibility for the acts or omissions of its Affiliates, subcontractors, contractors, agents, and employees with respect to such Confidential Information (e.g., Customer assumes full responsibility for the acts or omissions of Permitted Auditors with respect to Supplier’s Confidential Information). Notwithstanding any other provision of the Agreement, in no event will Customer disclose any Confidential Information of Synerio to a direct competitor of Synerio. It is specifically understood and agreed that any breach may result in irreparable injury to the non-breaching Party, that the remedy at law alone may be an inadequate remedy for such breach and that, in addition to any other remedy for such breach, the non-breaching Party is entitled to seek to enforce the specific performance of this Agreement through both temporary and permanent injunctive relief or equivalent protective or preventative relief in any court of competent jurisdiction.
These obligations shall not apply to any Confidential Information that a Party can demonstrate was:
- at the time of disclosure to such Party, a matter of public record or in the public domain;
- after disclosure to such Party, published or otherwise entered the public domain through no fault of such Party;
- in the lawful possession of such Party at the time of disclosure to it, if such Party was not then under an obligation of confidentiality with respect thereto;
- received after disclosure to such Party from a third party who had a lawful right to disclose such Confidential Information to it; or
- independently developed by such Party without reference to Confidential Information of the other Party.
3.3. Personal Information
- For Customers who deal with Protected Healthcare Information (PHI) as defined by the Health Insurance Portability and Accountability Act (HIPAA), Supplier shall be responsible under this Agreement for any failure of Supplier or Supplier Personnel to comply with the terms of the Business Associate Addendum or the Laws referenced in a Business Associate Addendum applicable to Supplier in the same manner and to the same extent it would be responsible for any failure to comply with its other obligations under this Agreement. To the extent applicable, Customer, as a covered entity, shall be responsible under this Agreement for any failure of Customer and its Affiliates and their employees and subcontractors (excluding Supplier and all Supplier Personnel) to comply with the terms of the Business Associate Addendum or the Laws referenced in the Business Associate Addendum applicable to Customer in the same manner and to the same extent it would be responsible for any failure to comply with its other obligations under this Agreement.
- Use of Personal Information. Supplier will, and will cause Supplier Personnel to, keep Customer Personal Information strictly confidential. Supplier will use, disclose, receive, and maintain Customer Personal Information only as necessary for the specific purpose for which the Customer Personal Information was disclosed to Supplier and only in accordance with the Agreement and the applicable Law of any jurisdiction relating to disclosure or use of Customer Personal Information.
- Any Protected Health Information (PHI) or other Personably Identifiable Information (PII) that may be stored in the Synerio maintained systems will not be subject to removal from the database except by request from the patient, individual, or their agent on a case by case basis, and may be conditional pursuant to any regulatory requirements which may apply to the subject data.
4. SECURITY EVENT
Supplier shall maintain a documented and tested Incident management program and ensure that all Security Events (as defined below) are considered Incidents as pertains to such program. If Supplier learns or has reason to believe that Customer Confidential Information has been disclosed in an unauthorized manner or accessed by an unauthorized party (a “Security Event”):
- Supplier shall use commercially reasonable efforts to cause its Affiliates and subcontractors to notify representatives of Customer within a reasonable time after becoming aware of any Incident or suspected or actual data security breach, including a security breach of Supplier’s systems used by the Synerio Software. Supplier shall not notify law enforcement or federal or state regulatory authorities of any such breach without prior notice to Customer unless otherwise required by applicable Law. If Supplier notifies Customer of a suspected or actual security breach, Supplier shall, if requested by Customer, grant access to Customer representatives or a qualified third party agreed to by Customer and Supplier to Supplier’s systems and premises to allow such representatives or third party to perform an investigation deemed necessary by Customer to locate the source of such breach; provided in no event will such access include access to information of any other customer of Supplier. Each Party shall act reasonably and in good faith in the selection of such third party, such third party shall not be a Direct Supplier Competitor, shall comply with Supplier’s reasonable policies and procedures while on Supplier’s premises and must be subject to a contractual or other legal duty to protect the Confidential Information of Supplier.
- Supplier shall, and shall cause its Affiliates and subcontractors to, provide Customer with the following information (to the extent reasonably determinable) in writing concerning any suspected or actual data security breach by or involving any person or in any systems, processes, hardware or software under Supplier’s control that are used to store, transmit or otherwise affect Customer Confidential Information: (i) the date of the breach; (ii) details concerning the data compromised (e.g., strategic financial information, or customer names and addresses); (iii) the method of the breach; (iv) appropriate Supplier security personnel contacts and security personnel contacts of its Affiliates and subcontractors; (v) the name of any person and/or law enforcement agency assisting Supplier with the investigation of the suspected or actual data security breach; (vi) a list of all parties known to have gained unauthorized access to Customer Confidential Information for the limited purpose of assessing Customer’s exposure; and (vii) any other information which Customer reasonably requests from Supplier and/or its Affiliates or subcontractors concerning such suspected or actual data security breach, including any forensics report(s). Supplier shall provide the information listed in (i)-(vii) as soon as is reasonably practicable and in any event shall provide the information listed in (i)-(vii) to Customer within seven (7) days of Supplier’s initial notification of the actual or suspected breach. Supplier and its Affiliates and subcontractors must provide Customer with copies of any reports concerning such breach as soon as practicable. Unless otherwise required by applicable Law, Supplier agrees not to notify affected parties or other third parties of or issue any press release or other public announcement concerning, the suspected or actual data security breach without the prior approval of Customer.
- With respect to matters under this Section, Supplier and Customer agree that they shall act reasonably and in good faith and shall not unreasonably withhold, delay or condition their approval, consent or cooperation.
5. REQUIRED DISCLOSURE
Either Party may disclose Confidential Information to the extent required by Law or by order of a court or governmental agency or to the extent reasonably necessary to bring a claim (or otherwise to enforce its rights) under this Agreement against, or defend a claim (or otherwise enforce its rights) under this Agreement brought by, the other Party; provided, however, that the recipient of such Confidential Information shall give the discloser of such Confidential Information prompt notice, and shall, at the cost and expense of the discloser of such Confidential Information, use commercially reasonable efforts to cooperate with the discloser of such Confidential Information if the discloser wishes to obtain a protective order or otherwise protect the confidentiality of such Confidential Information. The discloser of such Confidential Information reserves the right to obtain a protective order or otherwise protect the confidentiality of such Confidential Information.
In the event of any unauthorized disclosure or loss of Confidential Information by the receiving party, the receiving Party shall immediately notify the disclosing Party.
7. RETURN OF CONFIDENTIAL INFORMATION
Unless a Party is expressly authorized by the Agreement to retain the other Party’s Confidential Information or needs access to the other Party’s Confidential Information in order to perform its obligations under this Agreement, such Party shall promptly return or destroy, at the other Party’s option, the other Party’s Confidential Information, and all copies thereof, at the other Party’s request, and shall certify to the other Party that it no longer has in its possession or under its control any such Confidential Information in any form whatsoever, or any copy thereof. If return or destruction of any particular Confidential Information is not feasible, the receiving Party shall continue to extend the protections of such Confidential Information, and limit further use of such Confidential Information to those purposes that make the return or destruction of such Confidential Information infeasible. The exceptions to the return or destruction of Confidential Information in this section are subject in each case to applicable Laws regarding destruction of Personal Information and return of personal information above, and Section 3.3.3 above.
8. CLIENT DATA AND SECURITY
8.1. Customer Data. Subject to the other express provisions of this Agreement, Customer Data shall be and remain, as between the Parties, the property of Customer whether or not Customer is in possession of the Customer Data. At the cost and expense of Customer (on a time and materials basis at T&M Rates), Customer Data shall be extracted from the Synerio System and made available to Customer, upon Customer’s request at any time during the Term and any Disengagement Period, in real time by the means and in the form and format as reasonably requested by Customer. To the extent agreed in any statement of work, Customer will have additional access to Customer Data as provided in such statement of work.
8.2. Data Security Program. The content and implementation of Supplier’s data security program and associated technical, organizational and security measures shall be fully documented in writing by Synerio. Synerio shall permit Customer to review such documentation and/or to inspect Synerio’s compliance with such program at reasonable times and places.
8.3. Backups. Customer shall have the right to establish backup security for any Customer Data located in the Customer Operating Environment and to keep backup copies of such Customer Data in its possession if it chooses. At Customer’s request, cost and expense, Synerio shall within a reasonable time provide Customer with downloads of Customer Data to enable Customer to maintain such backup copies.
8.4. Destruction of Customer Data. To the extent Synerio removes Customer Data from any media under its control that is taken out of service, Synerio shall then destroy or securely erase such media in accordance with applicable standards. Under no circumstances shall Synerio use or re-use media on which Customer Data has been stored for any purpose unless such Customer Data has been securely erased.
8.5. Restoration of Customer Data. The restoration of any destroyed, lost or altered Customer Data shall be performed by the Party that has operational responsibility for maintaining the system on which such Customer Data resides and for creating and maintaining backup copies of such Customer Data. To the extent (a) Synerio is operationally responsible for performing such restoration; or (b) such destruction, loss or alteration is attributable to (i) Synerio or Synerio Personnel, (ii) an error in the Synerio Services, or (iii) the failure of Synerio or Synerio Personnel to comply with Synerio’s obligations under this Agreement, Synerio shall bear the cost and expense of restoring such data.
8.6. Policy for Document Retention or Destruction. Policy for Document Retention or Destruction. Except as expressly set forth herein, all matters relating to the document retention or destruction are governed under the terms of the Synerio Document Retention Policy which is available to Users HERE.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 Ownership. The Parties acknowledge that Synerio is the owner of all right, title and interest in and to the Platform, its software, and all rights of copyright and rights of patentability in and to same. It is acknowledged that during the course of use of the Services hereunder, Customer or others may recommend certain enhancements or modifications to the software or the Services. Any right to use by Synerio of the information in such requests or recommendations shall be granted to Synerio so that any development from same or enhancements relating to same shall be thereafter owned by Synerio to the extent utilized in any of its software or works, and Customer hereby assigns all right, title and interest to same to Synerio for such purpose.
Synerio interfaces with a variety of technologies including but not limited to Jira, Google Ads, Google Analytics, Google Drive, QuickBooks, Mongo DB, PostgresSQL, MySQL and AWS. These companies retain the rights to and ownership of their respective trademarks and other intellectual property.
Synerio interfaces with a variety of technologies including, but not limited to Jira, Google Ads, Google Analytics, Google Drive, QuickBooks, Mongo DB, PostgresSQL, MySQL and AWS. These companies retain the rights to and ownership of their respective trademarks.
9.2 Vendor Information and Customer Data. Customer hereby grants to Synerio a transferable, sublicensable and non-exclusive worldwide and free license to use and otherwise explore in accordance with the provisions hereof, the Customer data to provide the Services to Customer hereunder and as necessary to monitor and improve the Platform and Synerio Services. Also, a similar license is granted hereunder to Synerio for any lawful purpose to vendor information. “Vendor Information” means any vendor list or contract information provided to Synerio by Customer or uploaded to the Platform by or on behalf of Customer. Synerio may use, reproduce and disclose all of same to the extent it is made anonymous and de-identified or otherwise rendered not reasonably associated or linked to Customer or any other identifiable individual person or entity so that it may be utilized for product improvement or other lawful purposes. All such information, data and material will be owned in its aggregated form by Synerio.
9.3 Data Back-Up. It is acknowledged that upon termination or expiration of this Agreement, Customer will not have access to Customer data through Synerio or its Platform at that time or thereafter. It is understood that individual information such as patient healthcare information on the Platform may still be accessible by authorized patients and their Authorized healthcare providers in such event to the extent and in accordance with the provisions herein.
9.4 Only Express License. No rights or licenses are granted under this Agreement except as expressly forth herein.