Provider Practice Terms of Service

BioSync IQ provides technology-enabled services that may include patient enrollment tools, questionnaires, check-ins, remote therapeutic monitoring support, medication adherence support, patient communications, dashboards, analytics, documentation support, alerts, workflow tools, reporting, integrations, artificial intelligence features, and other related functionality made available by Company from time to time.

The Services are intended to support the Practice and its licensed clinicians. The Services do not replace clinical judgment, medical decision-making, patient evaluation, emergency response, payer-specific billing review, or the Practice's professional obligations.

Company may modify, enhance, suspend, discontinue, or add features to the Services from time to time, subject to any applicable written agreement between the parties.

Practice is responsible for determining whether use of the Services is clinically appropriate for each patient and for obtaining and maintaining any patient consents, authorizations, notices, financial policies, telehealth consents, remote monitoring consents, communication consents, and other documentation required by applicable law, payer policy, or Practice policy.

Practice is solely responsible for all professional medical services, clinical decisions, documentation in the medical record, provider-patient relationship management, patient communications outside the Services, billing, coding, payer enrollment, credentialing, medical necessity determinations, coverage verification, and compliance with payer rules.

Practice will designate authorized users and will ensure that its workforce, contractors, and representatives use the Services only for authorized purposes and comply with these Terms, applicable law, and Practice policies.

Practice and its authorized users must provide accurate account information, maintain the confidentiality of usernames, passwords, and access credentials, and promptly notify Company of any suspected unauthorized access or misuse.

Practice is responsible for all activity occurring under its accounts, except to the extent caused by Company's breach of these Terms or applicable law.

Company may suspend access to the Services if Company reasonably believes that continued access could create a security risk, legal risk, patient safety risk, nonpayment risk, operational risk, or risk of misuse.

Unless a signed order form states otherwise, Practice will pay Company the subscription, implementation, service, or other fees set forth in the applicable order form or pricing schedule.

The current standard software licensing fee is $25.00 per enrolled patient/member per month, unless otherwise agreed in writing by the parties.

Company may invoice monthly unless otherwise agreed. Practice agrees to pay undisputed invoices within the number of days specified in the applicable order form after receipt. Past-due amounts may result in suspension of Services after reasonable notice, unless prohibited by applicable law or the parties' written agreement.

Fees are exclusive of taxes unless stated otherwise. Practice is responsible for applicable taxes, bank fees, payment processing fees, and other charges associated with its payment method, except taxes based on Company's net income.

The Services may support remote therapeutic monitoring, patient engagement, medication adherence, care coordination, and related workflows. Company does not guarantee that any service is reimbursable, medically necessary, payable by a specific payer, or compliant with any payer's policy in a particular circumstance.

Practice is responsible for determining whether CPT codes, HCPCS codes, diagnosis codes, modifiers, documentation, time thresholds, supervision requirements, patient consent, frequency limitations, copays, deductibles, coinsurance, and payer-specific requirements are satisfied before billing.

Practice is responsible for ensuring that only one provider or supplier bills for remote monitoring services for a patient during any period when payer rules prohibit duplicate billing. Practice should maintain documentation supporting patient consent, medical necessity, enrollment, review, treatment management, communications, and time or activity requirements as applicable.

To the extent Company creates, receives, maintains, or transmits Protected Health Information (PHI) on behalf of Practice, Company will act as a business associate and the parties will enter into a Business Associate Agreement (BAA) or rely on an existing BAA between the parties.

PHI will be used and disclosed only as permitted by the applicable BAA, these Terms, applicable law, and written instructions from Practice. If the BAA conflicts with these Terms regarding PHI, the BAA controls.

The parties acknowledge that patients retain applicable rights in their PHI and medical records under HIPAA and other applicable law. Practice remains responsible for responding to patient requests for access, amendment, restriction, accounting, revocation, or other rights unless otherwise agreed in writing.

Practice grants Company a limited, non-exclusive, worldwide license to host, process, transmit, store, analyze, display, create, derive, and use data submitted to, generated by, or collected through the Services as necessary to provide, secure, support, maintain, improve, and develop the Services and to perform Company's obligations.

Subject to applicable law, the BAA, and any written restrictions agreed by the parties, Company may use data for operations, quality assurance, security, auditing, product development, analytics, benchmarking, reporting, AI model development, AI validation, workflow improvement, outcomes analysis, commercialization, and development of new products or services.

Company may create, own, use, disclose, license, sell, commercialize, monetize, or otherwise exploit aggregated, statistical, derived, anonymized, or de-identified data, insights, benchmarks, models, scores, metrics, or outputs that do not identify Practice, a patient, or another individual and are not reasonably capable of being used to identify a patient or individual.

Company will not sell identifiable PHI or use identifiable PHI in a manner requiring patient authorization unless the required authorization or other legal basis has been obtained.

The Services may include artificial intelligence, machine learning, natural language processing, generative AI, automation, predictive analytics, summarization, risk scoring, adherence tools, documentation support, triage support, and related technologies (collectively, "AI Features").

AI Features may be used to generate summaries, identify trends, flag missing information, support documentation, support medication adherence, personalize patient engagement, prioritize workflows, detect misuse, support quality assurance, improve security, and improve or develop Company products and services.

AI-generated outputs may be incomplete, inaccurate, outdated, biased, or inappropriate for a specific patient or workflow. Practice and its licensed clinicians are responsible for reviewing AI-generated outputs and exercising independent clinical judgment before relying on them.

Company does not represent that AI Features will identify every risk, replace clinician review, satisfy payer documentation requirements, or produce complete or accurate clinical or billing information.

The Services may support communications by SMS/text message, email, phone, in-app messages, push notifications, or other channels. Practice is responsible for obtaining and maintaining any patient consents required for such communications, including consents required under HIPAA, TCPA, CAN-SPAM, state privacy laws, and other applicable requirements.

Practice will not use the Services to send unlawful, misleading, harassing, discriminatory, abusive, marketing, or promotional communications unless all required consents and legal requirements are satisfied.

Data and messaging rates may apply to patients. Communications may not be encrypted end-to-end unless specifically stated in a signed agreement or Company documentation.

The Services may integrate with or depend on third-party EHRs, pharmacies, wearable devices, mobile operating systems, app stores, cloud providers, payment processors, communications vendors, analytics vendors, or other third-party services.

Company is not responsible for third-party products, services, downtime, data inaccuracies, terms, fees, policy changes, or failures, except to the extent expressly agreed in writing or required by applicable law.

Practice is responsible for maintaining its own systems, internet access, devices, user access, data plans, and third-party accounts needed to use the Services.

Practice and authorized users may not use the Services to do anything illegal; exploit, harm, or threaten children; send spam or phishing; distribute malware; submit fraudulent, false, misleading, obscene, harassing, abusive, or harmful content; violate privacy rights; reverse engineer the Services except as permitted by law; scrape or harvest data without authorization; interfere with the Services; circumvent access restrictions; or use the Services in a way that could harm Company, patients, providers, users, third parties, or the integrity of the Services.

Practice may not use the Services to create competing products, benchmark the Services for competitive purposes, or train third-party models or systems using Company materials or outputs without Company's prior written consent.

Each party may receive nonpublic business, technical, financial, operational, patient, or other confidential information from the other party. The receiving party will use confidential information only for purposes permitted under these Terms and will protect it using reasonable safeguards.

Confidentiality obligations do not apply to information that is publicly available through no fault of the receiving party, already known without restriction, independently developed without use of the disclosing party's confidential information, or lawfully received from a third party without restriction.

PHI is governed by the BAA and applicable law.

Company and its licensors own all rights, title, and interest in and to the Services, including software, dashboards, workflows, templates, documentation, interfaces, data structures, reports, analytics, AI Features, models, algorithms, designs, trademarks, trade names, service marks, and other Company materials.

Practice receives only the limited right to use the Services during the applicable subscription term in accordance with these Terms. No ownership rights are transferred to Practice.

If Practice provides feedback, suggestions, enhancement requests, ideas, or recommendations, Company may use them without restriction or compensation, unless otherwise agreed in writing.

These Terms begin when Practice first accepts them, signs an order form, creates an administrative account, enrolls a patient, or uses the Services and continue until terminated as permitted under these Terms or the applicable order form.

Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice.

Company may suspend or terminate access immediately where continued access creates legal, security, patient safety, nonpayment, or misuse risk.

Upon termination, Practice will stop using the Services and will pay all undisputed fees incurred through the termination date. Company may retain data as required or permitted by law, the BAA, audit obligations, dispute resolution, backup, security, and legitimate business purposes.

Upon written request and subject to applicable law, technical feasibility, and any agreed fees, Company may provide Practice with an export of Practice data in a commercially reasonable format.

Company will use commercially reasonable efforts to provide the Services and support, but the Services may be unavailable due to maintenance, updates, third-party failures, internet outages, security events, system errors, or other circumstances.

Company does not guarantee uninterrupted, timely, secure, complete, accurate, or error-free Services unless a separate signed service level agreement expressly states otherwise.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INNOVO VENTURES LLC D/B/A BIOSYNC IQ, ITS AFFILIATES, LICENSORS, CONTRACTORS, VENDORS, RESELLERS, DISTRIBUTORS, AND SERVICE PROVIDERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES, OR CONDITIONS WITH RESPECT TO THE SERVICES. THE SERVICES ARE PROVIDED ON AN "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE" BASIS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BIOSYNC IQ DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, WORKMANLIKE EFFORT, ACCURACY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, AND QUIET ENJOYMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS AFFILIATES, LICENSORS, CONTRACTORS, VENDORS, RESELLERS, DISTRIBUTORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL LIABILITY FOR CLAIMS RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY PRACTICE TO COMPANY FOR THE SERVICES DURING THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow certain limitations or exclusions. In those jurisdictions, the limitations and exclusions apply only to the maximum extent permitted by law.

Practice will defend, indemnify, and hold harmless Company, its affiliates, and their respective officers, directors, members, managers, employees, contractors, agents, vendors, and service providers from and against claims, damages, liabilities, costs, and expenses arising out of or related to Practice's clinical services, billing, coding, payer submissions, patient consents, misuse of the Services, breach of these Terms, violation of law, or violation of the rights of another person or entity.

Company will defend, indemnify, and hold harmless Practice from third-party claims alleging that the Services, as provided by Company and used in accordance with these Terms, infringe a United States patent, copyright, trademark, or trade secret, subject to customary exclusions for misuse, modifications not made by Company, third-party systems, or combinations not provided by Company.

These Terms are governed by the laws of the State of Tennessee, without regard to conflict-of-law principles, unless a signed agreement between the parties states otherwise or applicable law requires otherwise.

Venue for disputes will be in the state or federal courts located in Davidson County, Tennessee, unless a signed agreement states otherwise or applicable law requires a different forum.

Before filing a claim, the parties will attempt in good faith to resolve the dispute informally through executive-level discussions. This does not prevent either party from seeking emergency injunctive relief, enforcing confidentiality or intellectual property rights, or preserving claims before a limitation period expires.

Company may assign or transfer these Terms, in whole or in part, in connection with a merger, acquisition, financing, reorganization, sale of assets, sale of equity, change of control, or by operation of law. Practice may not assign these Terms without Company's prior written consent, except to a successor that assumes all obligations and is not a competitor of Company.

These Terms, together with the applicable order form, BAA, privacy policy, patient consents, and other written agreements between the parties, constitute the agreement governing Practice's use of the Services.

If any provision is held unenforceable, the remaining provisions remain in effect and the unenforceable provision will be replaced with an enforceable provision that most closely reflects the parties' intent.

Failure to enforce a provision is not a waiver. Section headings are for convenience only. Provisions that by their nature should survive termination will survive, including payment, data rights, confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, governing law, dispute resolution, and miscellaneous provisions.