Terms of Service

1. Definitions

“Account” means the organizational account you create to access the Services, representing a single practice, clinic, or business entity.

“Authorized User” means any individual you invite or authorize to access the Services under your Account, including team members with assigned roles (Owner, Admin, Coordinator, Practitioner, or Read-only).

“Customer Data” means all data, including Protected Health Information (“PHI”), that you or your Authorized Users submit, upload, or transmit through the Services.

“Patient User” means an individual who accesses the Services via a secure, time-limited token link generated by a Customer. Patient Users do not create accounts.

2. Account Registration and Access

2.1 Eligibility

The Services are available only to users located in the United States. You must be at least 18 years of age and have the legal authority to enter into these Terms. If you are using the Services on behalf of an organization, you represent that you are authorized to accept these Terms on its behalf.

2.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your Account. You must promptly notify us at privacy@syncroly.co if you become aware of any unauthorized access or use.

2.3 Authorized Users

You may invite Authorized Users to your Account and assign them roles with varying levels of access. You are responsible for your Authorized Users’ compliance with these Terms and for any actions they take through the Services.

3. The Services

3.1 Description

Syncroly provides a referral coordination platform that enables healthcare providers to create, send, track, and manage referrals electronically. The Services are administrative and coordination tools only — they do not constitute medical advice, diagnosis, or treatment, and do not replace professional clinical judgment. The Services include referral creation with category-specific clinical context, secure patient access links, provider shortlist management, referral lifecycle tracking, secure messaging and file sharing, team management, and audit logging.

3.2 Patient Access

The Services generate secure, time-limited token links that allow Patient Users to view referral information and take actions such as providing consent and confirming bookings. Patient Users are not required to create accounts. Access to referral details is gated behind an explicit consent disclosure, as described in our HIPAA practices.

3.3 Service Availability

We will use commercially reasonable efforts to make the Services available, but we do not guarantee uninterrupted or error-free operation. Scheduled maintenance, third-party infrastructure outages, and events described in Section 16.9 (Force Majeure) do not constitute a failure of availability. We may modify, suspend, or discontinue features with reasonable notice. Scheduled maintenance windows will be communicated in advance where practicable.

3.4 Supported Categories

The Services currently support Dental and Veterinary referral workflows, with additional categories (including Mental Health) planned for future availability. We reserve the right to add, modify, or retire supported categories at any time.

3.5 Beta and Preview Features

We may designate certain features, modules, or categories as “Beta” or “Preview.” Beta features are provided “as is” without warranty or support commitment and may be modified or discontinued at any time without notice. Your use of Beta features is voluntary and at your own risk. We may collect additional usage data from Beta features to evaluate and improve them.

3.6 Service Communications

By using the Services, you consent to receive transactional and operational communications from Syncroly, including referral notifications, security alerts, account updates, and billing reminders. These communications are part of the Services and cannot be opted out of while your Account is active. Marketing and promotional communications, if any, are governed by our Privacy Policy and require separate consent.

SMS notifications are sent to phone numbers provided by Customers in the course of creating referrals. By providing a phone number for a patient or provider in a referral, Customer represents that it has obtained any consents required under the Telephone Consumer Protection Act (TCPA) or applicable state law for the delivery of such communications.

3.7 Customer Compliance Responsibilities

You are solely responsible for your own compliance with all applicable laws, regulations, and professional standards governing your practice, including HIPAA, state privacy and data breach notification laws, and applicable licensing and credentialing requirements. Use of the Services does not ensure or substitute for your independent compliance obligations. You are responsible for establishing and maintaining your own policies, training, and safeguards as required by applicable law.

4. Fees and Payment

4.1 Plans and Pricing

The Services are offered under a free tier and one or more paid subscription plans. Current pricing, plan features, and usage limits are published on our website. We reserve the right to change pricing upon thirty (30) days’ written notice. Price changes will not apply to your current billing cycle.

4.2 Payment Terms

Paid subscriptions are billed in advance on a monthly or annual basis through our third-party payment processor (currently Stripe). By subscribing to a paid plan, you authorize Syncroly to charge the payment method on file for all applicable fees. All fees are non-refundable except as expressly stated in these Terms or required by law.

4.3 Taxes

Fees are exclusive of taxes. You are responsible for all applicable sales, use, VAT, or similar taxes, excluding taxes based on Syncroly’s net income.

4.4 Overdue Payments

If payment is not received when due, we may suspend access to the Services after providing at least ten (10) days’ written notice. Suspension does not relieve your obligation to pay outstanding fees. During any period of suspension, Syncroly shall continue to protect Customer Data, including PHI, in accordance with the applicable BAA. Suspension of access does not terminate the BAA or relieve either party of its obligations thereunder.

5. Customer Data and Protected Health Information

5.1 Ownership

You retain all rights, title, and interest in your Customer Data. By using the Services, you grant Syncroly a limited, non-exclusive license to use, process, and store Customer Data solely to provide and improve the Services, subject to the terms of any applicable BAA.

5.2 HIPAA Compliance

If you are a Covered Entity or Business Associate under HIPAA and you transmit PHI through the Services, you must execute a BAA with Syncroly prior to transmitting PHI. The BAA governs our obligations with respect to PHI and is incorporated by reference into these Terms. In the event of a conflict between these Terms and the BAA regarding PHI, the BAA controls.

5.3 Data Isolation

Customer Data is logically isolated by tenant. We enforce tenant-scoped access at the database and application level to prevent unauthorized cross-tenant access.

5.4 Data Portability and Retention

During the term, you may export Customer Data through the functionality available in the Services. Upon termination of your Account, we will handle Customer Data in accordance with the applicable BAA. If no BAA is in effect, we will retain Customer Data for up to sixty (60) days following termination to allow for data export, after which it will be deleted in accordance with our standard data retention practices.

5.5 Usage Data

We may collect aggregated, de-identified usage data relating to your and your Authorized Users’ use of the Services (“Usage Data”), such as feature adoption, referral volume trends, and performance metrics. Usage Data does not include PHI or any information that identifies an individual patient. Syncroly owns all rights in Usage Data and may use it for any lawful business purpose, including product improvement, benchmarking, and analytics. If Usage Data is shared with third parties, it will be in aggregated form such that neither you nor your patients can be identified.

5.6 Veterinary Data

Veterinary referral data does not constitute Protected Health Information under HIPAA, as animals are not “individuals” under 45 CFR § 160.103. Accordingly, the BAA does not apply to veterinary referral data. However, all veterinary data submitted through the Services constitutes Customer Data and is subject to the confidentiality, security, and data handling provisions of these Terms and our Privacy Policy.

6. Acceptable Use

You agree not to:

• Use the Services in violation of any applicable law or regulation, including HIPAA, state privacy laws, and anti-spam laws.
• Transmit PHI through the Services without a valid, executed BAA.
• Attempt to access data belonging to another Customer or bypass tenant isolation controls.
• Interfere with the integrity or performance of the Services, including through denial-of-service attacks, reverse engineering, or introduction of malware.
• Use the Services to transmit unsolicited communications or marketing materials to patients.
• Share account credentials or token links with unauthorized third parties.
• Use the Services for any purpose other than legitimate healthcare referral coordination.

You are responsible for ensuring that your Authorized Users comply with this Section, and any violation by an Authorized User shall be deemed a violation by you. We reserve the right to suspend or terminate access for violation of this Section, with notice where practicable.

7. Intellectual Property

7.1 Syncroly’s Rights

Syncroly retains all rights, title, and interest in and to the Services, including all software, designs, documentation, trademarks, and other intellectual property. These Terms do not grant you any rights to Syncroly’s intellectual property except the limited right to use the Services as described herein.

7.2 Feedback

If you provide suggestions, ideas, or other feedback regarding the Services, you grant Syncroly a perpetual, irrevocable, royalty-free license to use and incorporate such feedback without obligation to you.

8. Third-Party Services

The Services may integrate with or rely on third-party services, including infrastructure providers, payment processors, and analytics tools. Your use of such third-party services is subject to their respective terms and privacy policies. Syncroly is not responsible for the acts or omissions of third-party service providers, except as required under an applicable BAA with respect to subcontractors handling PHI.

9. Privacy

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated by reference into these Terms. By using the Services, you acknowledge that you have read and understood the Privacy Policy.

10. Confidentiality

Each party agrees to hold the other party’s Confidential Information in confidence and not to disclose it to third parties, except as necessary to perform obligations under these Terms or as required by law. “Confidential Information” means non-public information designated as confidential or that a reasonable person would understand to be confidential, including Customer Data, pricing terms, and security documentation. Confidential Information does not include information that becomes publicly available through no fault of the receiving party.

11. Term and Termination

11.1 Term

These Terms are effective when you first access the Services and continue until terminated by either party.

11.2 Termination by Customer

You may terminate your Account at any time through your account settings or by contacting us at privacy@syncroly.co. Termination takes effect at the end of your current billing cycle. No refund will be issued for the remaining portion of a prepaid period.

11.3 Termination by Syncroly

We may terminate or suspend your access immediately upon written notice if you materially breach these Terms and fail to cure within thirty (30) days of notice, or immediately if the breach is not curable (e.g., violation of Section 6).

11.4 Effect of Termination

Upon termination, your right to access the Services ceases. Sections 4 (to the extent of unpaid fees), 5.1, 5.5, 7, 10, 12, 13, 14, and 15 survive termination. Data handling upon termination is governed by Section 5.4 and any applicable BAA.

11.5 Inactive Accounts

We may suspend or terminate Accounts that have had no login activity for ninety (90) consecutive days, after providing at least thirty (30) days’ notice to the email address on file. Data handling for inactive Accounts follows the same process as Section 5.4 and any applicable BAA.

12. Warranties and Disclaimers

12.1 Mutual Warranties

Each party represents that it has the legal power and authority to enter into these Terms.

12.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SYNCROLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SYNCROLY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. SYNCROLY IS NOT A HEALTHCARE PROVIDER AND DOES NOT PROVIDE MEDICAL ADVICE. THE SERVICES ARE TOOLS FOR REFERRAL COORDINATION AND DO NOT REPLACE PROFESSIONAL CLINICAL JUDGMENT.

13. Limitation of Liability

13.1 — TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR COST OF COVER.

13.2 — EXCEPT IN CASES OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, SYNCROLY’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF CUSTOMER IS ON A FREE PLAN, SYNCROLY’S TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

13.3 — THE LIMITATIONS IN THIS SECTION SHALL NOT APPLY TO EITHER PARTY’S OBLIGATIONS UNDER APPLICABLE LAW, INCLUDING THE HIPAA RULES, WHICH ARE ENFORCED BY THE U.S. DEPARTMENT OF HEALTH AND HUMAN SERVICES AND ARE NOT WAIVABLE BY CONTRACT.

14. Indemnification

You agree to indemnify, defend, and hold harmless Syncroly and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) your use of the Services in violation of these Terms; (b) your violation of applicable law, including HIPAA; (c) your Customer Data; or (d) your failure to obtain required consents or authorizations from patients or other individuals.

15. Dispute Resolution

15.1 Informal Resolution

Before initiating any formal proceeding, you agree to contact us at privacy@syncroly.co and attempt to resolve the dispute informally for at least thirty (30) days.

15.2 Binding Arbitration

If informal resolution is unsuccessful, any dispute arising out of or relating to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Arbitration shall take place in the State of Delaware (or, at the claimant’s election, by videoconference). The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

15.3 Class Action Waiver

YOU AND SYNCROLY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

15.4 Fees and Costs

Each party shall bear its own attorneys’ fees and costs. AAA filing and administration fees shall be allocated in accordance with the AAA Commercial Arbitration Rules.

15.5 Exceptions

Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property rights or Confidential Information. Claims within small claims court jurisdiction may be brought in such court.

16. General Provisions

16.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles. To the extent court proceedings are permitted under Section 15, the parties consent to exclusive jurisdiction in the state and federal courts located in Delaware.

16.2 Electronic Acceptance

By clicking “I agree,” checking an acceptance box, or using the Services, you agree that these Terms are legally binding and enforceable with the same force and effect as a handwritten signature, in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state law. Syncroly maintains a timestamped record of acceptance.

16.3 Notices

Notices to you will be sent to the email address associated with your Account. Notices to Syncroly must be sent to:

Notices are deemed given when sent by confirmed email.

16.4 Modifications

We may update these Terms from time to time. We will provide at least thirty (30) days’ notice of material changes via email or a prominent notice within the Services. Your continued use of the Services after the effective date of any changes constitutes acceptance. If you do not agree to the revised Terms, you must stop using the Services before the changes take effect.

16.5 Assignment

You may not assign these Terms without our prior written consent. Syncroly may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets upon notice to you.

16.6 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.

16.7 Waiver

Failure to enforce any provision does not constitute a waiver of the right to enforce that or any other provision.

16.8 Entire Agreement

These Terms, together with the Privacy Policy and any applicable BAA, constitute the entire agreement between you and Syncroly regarding the Services and supersede all prior agreements and understandings.

16.9 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from events beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, or internet or telecommunications failures.

16.10 No Third-Party Beneficiaries

These Terms do not confer any rights or remedies upon any person other than the parties and their permitted successors and assigns. For clarity, Patient Users are not third-party beneficiaries of these Terms.

16.11 Publicity

You agree that Syncroly may identify you as a customer and use your name and logo in marketing materials, customer lists, and case studies, unless you opt out by notifying us in writing at privacy@syncroly.co. Syncroly will remove such references within thirty (30) days of receiving a valid opt-out request. Any use beyond general identification (such as a detailed case study or testimonial) requires your prior written approval.