Synapse Digital

1. Trial Access to the Service

Synapse grants Customer a limited, non-exclusive, non-transferable right to access and use the Synapse software service, including its features, functions, and user interface (the “Service”), solely for Customer’s internal evaluation during the trial period.

The trial is provided at no charge. No fees are due during the trial, and this Agreement does not obligate either party to enter into a paid subscription.

2. Customer Data

All data Customer uploads to the Service remains Customer’s property, as between Synapse and Customer (“Customer Data”). Customer represents and warrants that it has provided all required notices and obtained all required licenses, permissions, and consents for the use of Customer Data within the Service.

During the trial, Customer grants Synapse the right to use Customer Data to provide, maintain, and support the Service. Customer may export Customer Data from within the Service’s reporting features in graphical, PDF, or CSV format.

Synapse may create de-identified and aggregated data from Customer Data and from Customer’s use of the Service — data that does not identify Customer, any individual, or any patient. Synapse may use such de-identified and aggregated data for any lawful business purpose, including training and improving its AI models, analytics, benchmarking, and product development, and these rights survive termination. Synapse will not use Customer Data that constitutes PHI for these purposes except as the BAA permits, and any de-identification of PHI will be performed in accordance with HIPAA (45 CFR § 164.514).

3. Customer Responsibilities

Customer must: (i) keep its passwords secure and use industry-standard password management practices; (ii) manage access rights to its account and remain responsible for the acts and omissions of its users and the legality and accuracy of Customer Data; (iii) use commercially reasonable efforts to prevent unauthorized access to its account and notify Synapse promptly of any unauthorized access; and (iv) use the Service only in accordance with its technical documentation and applicable law.

4. Protected Health Information (HIPAA)

The Service is designed for use by home health and hospice agencies and may be used to process protected health information (“PHI”) as defined under HIPAA. To the extent Customer uses the Service to create, receive, maintain, or transmit PHI, the parties’ handling of that PHI is governed by the Business Associate Agreement (“BAA”) that Customer accepts together with this Agreement.

Customer is responsible for ensuring it has the authority to disclose PHI to Synapse for the purposes of the trial. If there is a conflict between this Agreement and the BAA with respect to PHI, the BAA controls.

5. Mutual Confidentiality

Each party (as “Recipient”) must protect the other party’s non-public information disclosed in connection with the Service (“Confidential Information”) using at least reasonable care, use it only as permitted under this Agreement, and not disclose it to third parties except to its personnel who need it and are bound by similar obligations. Synapse’s Confidential Information includes the Service and any pricing information; Customer’s Confidential Information includes Customer Data.

6. Synapse Property and Use Restrictions

Synapse and its licensors are the sole owners of the Service and all associated intellectual property rights. Synapse reserves all rights not expressly granted.

Customer may not: (i) sell, resell, rent, lease, or use the Service in a service-provider capacity; (ii) use the Service to store or transmit unlawful, infringing, or objectionable material; (iii) interfere with or disrupt the integrity or performance of the Service; or (iv) attempt to gain unauthorized access to the Service or its related systems.

7. Warranty Disclaimer

THE TRIAL SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” SYNAPSE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. SYNAPSE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THE TRIAL CARRIES NO SERVICE-LEVEL OR UPTIME COMMITMENT.

8. Limitation of Liability

TO THE MAXIMUM EXTENT ALLOWED BY LAW, SYNAPSE IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE TRIAL OR THIS AGREEMENT, AND SYNAPSE’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE TRIAL WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).

9. Term and Termination

This Agreement begins when you accept it and continues for the trial period. Either party may terminate the trial at any time for any reason. Synapse may suspend or terminate trial access if Customer breaches this Agreement.

Upon termination, Customer’s right to access the Service ends. For 60 days after termination, upon request, Synapse will make the Service available for Customer to export Customer Data; after that period Synapse may delete Customer Data.

10. Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.

1. Permitted Uses and Disclosures

Business Associate may use or disclose Protected Health Information (“PHI”) only as necessary to perform the services described in the Software Service Trial Agreement, as Required by Law, and as permitted by this BAA. Business Associate will not use or disclose PHI in a manner that would violate the HIPAA Rules if done by Covered Entity.

Business Associate may use PHI for the proper management and administration of Business Associate and to carry out its legal responsibilities, and may disclose PHI for those purposes only if the disclosure is Required by Law or the recipient agrees in writing to protect the information and to notify Business Associate of any breach.

Business Associate may (i) de-identify PHI in accordance with 45 CFR § 164.514, and once de-identified such data is no longer PHI and is not subject to this BAA, and (ii) provide Data Aggregation services relating to Covered Entity’s health care operations as permitted by 45 CFR § 164.504(e)(2)(i)(B).

2. Safeguards

Business Associate will use appropriate administrative, physical, and technical safeguards, and will comply with the HIPAA Security Rule with respect to electronic PHI, to prevent the use or disclosure of PHI other than as permitted by this BAA.

3. Reporting

Business Associate will report to Covered Entity any use or disclosure of PHI not permitted by this BAA, any Security Incident, and any Breach of Unsecured PHI of which it becomes aware, without unreasonable delay and consistent with 45 CFR § 164.410. Unsuccessful Security Incidents (such as routine pings, scans, or denied access attempts) are reported only in the aggregate, on request.

4. Subcontractors

Business Associate will ensure that any subcontractor that creates, receives, maintains, or transmits PHI on its behalf agrees in writing to restrictions and conditions at least as protective as those that apply to Business Associate under this BAA.

5. Individual Rights

To the extent Business Associate maintains PHI in a Designated Record Set, it will make such PHI available to Covered Entity as needed to satisfy Covered Entity’s obligations regarding individual access (45 CFR § 164.524), amendment (45 CFR § 164.526), and an accounting of disclosures (45 CFR § 164.528).

6. Availability to HHS

Business Associate will make its internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary of Health and Human Services for purposes of determining Covered Entity’s compliance with the HIPAA Rules.

7. Term and Termination

This BAA is effective on acceptance and terminates when all PHI is returned or destroyed, or when the Software Service Trial Agreement ends. If Covered Entity determines that Business Associate has materially breached this BAA, Covered Entity may terminate the trial.

Upon termination, Business Associate will return or destroy all PHI it maintains, and retain no copies, except where return or destruction is not feasible — in which case Business Associate will extend the protections of this BAA to that PHI and limit further uses and disclosures to the purposes that make return or destruction infeasible. These obligations survive termination.

1. Purpose

The parties wish to explore and conduct a business relationship involving AI-driven SaaS tools for the healthcare industry, including related solutions, integrations, partnerships, and commercial opportunities (the “Purpose”).

2. Confidential Information

“Confidential Information” means any non-public, proprietary, technical, business, financial, product, operational, or strategic information disclosed by a party, including product designs, architectures, source code, model weights, algorithms, training data, customer lists, business plans, forecasts, and pricing.

All information disclosed in connection with the Purpose—whether written, electronic, verbal, visual, or demonstrated—is treated as Confidential Information by default, whether or not marked as confidential. Confidential Information excludes information that is or becomes public without breach, was lawfully received from a third party, was independently developed, or is approved for release.

3. Obligations of the Receiving Party

The receiving party must: (i) use Confidential Information only for the Purpose; (ii) protect it with at least reasonable care; (iii) limit access to employees and contractors who need it and are bound by similar obligations; and (iv) not reverse-engineer or attempt to derive model weights, training data, or architecture.

4. Return or Destruction

Upon request or termination, the receiving party must return or destroy the disclosing party’s Confidential Information and, upon request, confirm the destruction in writing.

5. Term and Survival

This NDA remains in effect for two (2) years. Confidentiality obligations survive for five (5) years after disclosure; obligations with respect to trade secrets continue for as long as the information remains a trade secret.

6. Required Disclosure

If a party is legally required to disclose Confidential Information, it will, where permitted, notify the disclosing party in advance and disclose only what is legally required.

7. AI Model Safety and Use Restrictions

The receiving party must not use any AI models or systems made available for harmful activities, attempt to extract training data, model weights, or architecture, or perform adversarial attacks or other misuse of AI systems.

8. No Warranty; Remedies

Confidential Information is provided “AS IS” without warranties. The parties agree that unauthorized disclosure may cause irreparable harm for which monetary damages are inadequate, and that injunctive relief is an available remedy.

9. Intellectual Property; No Obligation

Each party retains all right, title, and interest in its pre-existing and independently developed intellectual property. No license is granted except as necessary to fulfill the Purpose. This NDA does not obligate either party to proceed with any further business arrangement.

10. Governing Law

This NDA is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.

1. Software Service

Synapse will make the Internet-based software service identified in the Order available to Customer, including its features, functions, user interface, and underlying software (the “Service”), for Customer’s internal business use during the subscription term.

2. Use of the Service

All data Customer uploads remains Customer’s property (“Customer Data”). Customer represents that it has obtained all required notices, licenses, permissions, and consents for the use of Customer Data within the Service, and grants Synapse the right to use Customer Data to provide, maintain, and support the Service.

Customer must keep its credentials secure, manage its users’ access rights, remain responsible for the acts and omissions of its users and the accuracy and legality of Customer Data, and use the Service only in accordance with its technical documentation and applicable law.

Synapse may create de-identified and aggregated data from Customer Data and from Customer’s use of the Service — data that does not identify Customer, any individual, or any patient — and may use such data for any lawful business purpose, including training and improving its AI models, analytics, benchmarking, and product development, and these rights survive termination. Synapse will not use Customer Data that constitutes PHI for these purposes except as the BAA permits, and any de-identification of PHI will be performed in accordance with HIPAA (45 CFR § 164.514).

3. Support and Service Levels

Synapse will provide support under its then-current Customer Support Policy and will use commercially reasonable efforts to maintain the availability of the Service. If monthly uptime falls below 99% (excluding scheduled maintenance, causes beyond Synapse’s reasonable control, and Customer-caused issues), Customer’s exclusive remedy is a service credit as set out in Synapse’s service-level terms.

4. Fees and Payment

Customer will pay the fees stated in the Order. Fees are exclusive of taxes, which are Customer’s responsibility. Undisputed amounts not paid by the due date may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, and Synapse may suspend the Service for non-payment after reasonable notice.

5. Term, Renewal, and Termination

This Agreement and the Order run for the term stated in the Order and renew for successive terms of equal length at the then-current rates unless either party gives written notice of non-renewal at least 30 days before the end of the current term.

Either party may terminate for the other’s uncured material breach after 30 days’ written notice. For 60 days after termination, on request, Synapse will make the Service available for Customer to export Customer Data; afterward Synapse may delete it.

6. Confidentiality and Data Security

Each party will protect the other’s Confidential Information with at least reasonable care and use it only as permitted by this Agreement. Synapse will maintain industry-standard administrative, physical, and technical safeguards for Customer Data and will notify Customer without undue delay of any breach of its security affecting Customer Data.

7. Proprietary Rights and Restrictions

Synapse and its licensors own the Service and all associated intellectual property and reserve all rights not expressly granted. Customer may not resell or provide the Service to third parties, interfere with its operation, attempt unauthorized access, or use it to store or transmit unlawful or infringing material.

8. Warranty and Disclaimer

Synapse warrants that the Service will perform materially in accordance with its documentation and that Synapse will not materially reduce its overall security or functionality during the term. EXCEPT AS STATED, THE SERVICE IS PROVIDED “AS IS,” AND SYNAPSE DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT ALLOWED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, AND EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY. THESE LIMITS DO NOT APPLY TO CUSTOMER’S PAYMENT OBLIGATIONS. Liability relating to PHI is further governed by the BAA.

10. Indemnification

Synapse will defend Customer against third-party claims that the Service infringes a U.S. intellectual property right and pay resulting settlements and awards, provided Customer promptly notifies Synapse and allows Synapse to control the defense. This does not apply to claims arising from Customer Data or from use of the Service other than as permitted.

11. Protected Health Information (HIPAA)

To the extent Customer uses the Service to create, receive, maintain, or transmit PHI, that PHI is governed by the Business Associate Agreement (“BAA”) the parties entered at registration, which continues in full force under this Agreement. If there is a conflict between this Agreement and the BAA with respect to PHI, the BAA controls.

12. Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.