Terms of Service

Effective Date: 02/27/2025

OptimSync, Inc. ("OptimSync") is a healthcare technology company that builds software and provides services to help pharmacies, covered entities, and healthcare organizations manage compliance and operational goals related to the 340B Drug Pricing Program and related initiatives (our "Services"). As part of our agreements with our clients ("Clients"), we may contact pharmacies, covered entities, goverment agencies, and other stakeholders with whom our Clients have business dealings ("Business Partners")..

BY USING OR ACCESSING THE SERVICES, AND/OR BY REGISTERING WITH US, YOU AGREE TO THE TERMS OF THIS AGREEMENT, INCLUDING THE INFORMATION PRACTICES DISCLOSED IN OUR PRIVACY POLICY, AND TO RESOLVE ANY DISPUTE WITH US IN ACCORDANCE WITH THESE TERMS. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SERVICES. Please note that we provide the Services "AS IS" and without warranties. If you are registering or using the Services on behalf of an individual or entity, you represent that you are authorized to accept this Agreement on their behalf.

1. Registration

By registering and participating in the Services, you agree and represent as follows:

• You are of legal age and capable of forming a legally binding contract.
• All information you provide to OptimSync is accurate, current, and complete, and you will promptly update such information as needed.
• You consent to be contacted via email, SMS, phone, or other electronic communications by OptimSync, and relevant third parties, regarding OptimSync's Services.
• By using the Service, you grant us permission to access, transmit, and process information submitted through your account solely for the purpose of providing the Services.

2. Use of Third-Party Services

The Services may include integrations or links to third-party systems (such as pharmacy management systems, EMRs/EHRs, wholesalers, and claims processors). OptimSync is not responsible or liable for acts, omissions, or failures of these third parties. Our inclusion of links or integrations does not constitute endorsement of the services, content, or sponsoring organization.

3. Representations, Warranties, and Indemnification

You represent and warrant that:

(a) You have the rights and authority to provide any data, materials, or information shared with OptimSync ("Materials");

(b) The Materials are accurate and lawful;

(c) Your use of the Services will not infringe on the rights of others or violate any applicable law or regulation; and

(d) You will comply with all applicable privacy, data protection, and healthcare compliance obligations.

You agree to indemnify, defend, and hold harmless OptimSync and its officers, employees, and contractors from all claims, damages, costs, or expenses (including reasonable legal fees) arising from:

• Your use of the Services,
• The Materials you provide,
• Your violation of these Terms, or
• Any dealings between you and third parties.

4. Disclaimers and Limitations of Liability

The Services and all associated information are provided "AS IS" without warranties of any kind. OptimSync and its suppliers disclaim all warranties, express or implied, including but not limited to merchantability, fitness for a particular purpose, title, and non-infringement.

OptimSync shall not be liable for any indirect, incidental, consequential, punitive, or special damages, including lost profits, business interruption, or data loss, arising out of use or inability to use the Services, even if advised of the possibility.

Limitation of Liability: In no event shall OptimSync's liability exceed $500.00 in the aggregate. Some jurisdictions may not allow such limitations, in which case liability shall be limited to the maximum extent permitted by law.

5. Termination

OptimSync may suspend or terminate your access to the Services at any time, with or without notice, for any reason, including breach of these Terms. You may discontinue use of the Services at any time.

We may modify or discontinue any part of the Services at our discretion without liability to you or third parties.

6. Dispute Resolution

Any dispute arising out of or related to these Terms or the Services shall be resolved by binding arbitration under the rules of the American Arbitration Association (AAA). The arbitration will take place in [Insert State/City], and judgment on the award may be entered in any court of competent jurisdiction.

The arbitrator may not award punitive or consequential damages. Each party will bear its own legal fees.

7. Class Action and Jury Trial Waiver

All disputes must be resolved in an individual capacity. You waive the right to bring or participate in any class action, collective action, or representative proceeding. By agreeing to these Terms, you and OptimSync waive the right to a jury trial.

8. Changes to Terms

OptimSync reserves the right to update or modify these Terms at any time without prior notice. Continued use of the Services after changes are posted constitutes acceptance of the revised Terms.

9. Contact Information

For questions regarding these Terms, please contact:

OptimSync, Inc.

info@optimsync.com