No Spam. We do not sell your personal information for cash consideration, and we do not use your information for unsolicited marketing except as described in our Privacy Policy.
Security. We use commercially reasonable administrative, technical, and physical safeguards designed to protect information in a manner consistent with applicable law, including safeguards designed to comply with HIPAA where applicable.
You’re in Control. You control the information you submit through the Services and the users or features with which you choose to engage, subject to platform functionality and applicable enterprise configurations.
How to Contact Us. If you have questions or comments about any of Simvuly’s policies, please email us at support@simvuly.com.
Simvuly Legal Policies: These policies govern your use of the Simvuly platform and services operated by Simvuly LLC (“Simvuly,” “we,” “us,” or “our”). By accessing or using the Simvuly platform and services, you acknowledge that you have read, understand, and agree to be bound by the Privacy Policy, Terms of Service, and Business Associate Agreement described below. If you do not agree to these terms, do not access or use the Services.
PRIVACY POLICY
This Privacy Policy was last updated on and is effective as of March 16, 2026.
Introduction
This Privacy Policy applies to the website located at simvuly.com, all related web, computer, and mobile applications, and any other services operated by Simvuly LLC (“Simvuly,” “we,” “us,” or “our”) (collectively, the “Services”), and describes how Simvuly collects, uses, and discloses information about visitors, users, and healthcare professionals who access or use the Services.
The Services are intended for use by licensed healthcare professionals located in the United States. The Services facilitate communication among healthcare professionals and access to information.
Simvuly operates solely as a technology platform and does not provide healthcare services, clinical advice, diagnosis, or treatment.
By accessing or using the Services, you agree to the collection and use of information as described in this Privacy Policy. If you do not agree with the terms of this Privacy Policy, you should not access or use the Services.
Information We Collect
Simvuly may collect information that identifies, relates to, describes, or could reasonably be associated with visitors to the Services or with individual healthcare professionals (“Personal Data”). Personal Data may include, without limitation, name, email address, professional credentials, specialty, state licensure information, employer or organizational affiliation, and other professional profile information.
We collect Personal Data when you register for an account, complete or update profile information, communicate through the Services, contact Simvuly, or otherwise interact with the platform.
Information you share through the platform, including your profile information and communications, may be visible to other Simvuly members in connection with the Services. Patient information submitted through the platform may be shared with other healthcare professional members participating in the applicable communication, consultation, or collaboration.
Where users access the Services through an enterprise customer or healthcare organization, Simvuly may share certain information regarding account activity or platform usage with that organization in accordance with applicable Enterprise Agreements.
In order to maintain the integrity of the Simvuly network, Simvuly may verify the identity or professional credentials of users such as through third-party verification services, professional email verification, license verification, or documentation provided by the user. While Simvuly may take reasonable steps to verify such credentials, Simvuly does not guarantee the identity, licensure status, or professional qualifications of any user.
Simvuly does not review or moderate clinical communications for accuracy, completeness, or appropriateness, except as necessary to maintain platform functionality or comply with legal obligations.
Patient Information Submitted by Users
Users of the Services may transmit information relating to patients, including information that may constitute Protected Health Information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”) and implementing regulations.
Users are solely responsible for determining what information is shared through the platform and for ensuring compliance with all applicable privacy and security laws, including HIPAA and applicable state privacy laws. Users represent that they have obtained any required patient consent or authorization prior to transmitting any PHI through the Services.
Simvuly does not determine what PHI is shared through the platform and does not verify the accuracy, completeness, or legality of any PHI submitted by users. Simvuly does not independently access or review clinical communications exchanged between healthcare professionals except as necessary to operate the platform. Where PHI is transmitted through the Services, Simvuly acts as a Business Associate pursuant to the Simvuly Business Associate Agreement described below.
Users are solely responsible for compliance with applicable federal and state laws governing PHI relating to minor patients, including laws that provide minors with independent privacy rights for specific categories of health information such as reproductive health, mental health, and substance use disorder treatment. Simvuly does not independently evaluate whether disclosures of minor patient PHI comply with applicable law.
Disclosures of patient information between users through the Services are initiated and controlled by users and are not disclosures made by Simvuly. Simvuly does not determine the recipients, scope, or appropriateness of such disclosures.
Automatically Collected Information
When users interact with the Services, Simvuly may automatically collect certain technical information, including Internet Protocol address, device identifiers, browser type, operating system, usage activity, search queries, and timestamps of interactions with the Services.
Such information may be collected through cookies, web beacons, and other tracking technologies in order to operate and improve the Services. We and our service providers may use cookies and similar technologies to collect information about your interactions with the Services and to improve functionality and user experience.
You may manage cookie preferences through your browser settings or through any cookie preference tool made available through the Services. Note that disabling certain cookies may affect the functionality of the Services. We do not respond to browser Do Not Track signals at this time, but you may opt out of certain third-party analytics and advertising cookies by following the opt-out mechanisms provided by those third parties.
Information from Third-Party Sources
Simvuly may obtain information about users from third-party sources including credential verification services, publicly available professional databases, enterprise customers, professional organizations, analytics providers, or advertising partners. Advertising partners may use cookies or similar technologies to measure the effectiveness of advertising.
We may use third-party analytics providers, such as Google Analytics, to help us understand how users interact with the Services.
We may obtain email addresses from users, third parties, or publicly available sources and may use those addresses to invite healthcare professionals to join the Simvuly network or to communicate about the Services in accordance with applicable law, including applicable consent and opt-out requirements.
Use of Information
Simvuly uses information collected through the Services for a variety of business and operational purposes, including operating and maintaining the Services, facilitating communication among healthcare professionals, verifying professional credentials, improving platform functionality, conducting analytics and research, personalizing user experiences, delivering advertising or sponsored programs, communicating with users, and complying with legal obligations.
We may use your information to create and update your professional profile. Certain professional profile information may be visible to other Simvuly members as part of the Services. In some cases, limited professional profile information may also be visible to non-members in connection with publicly accessible portions of the Services.
We may share your Personal Data and information submitted through the Services with other Simvuly members in order to facilitate communications through the platform.
Professional Activity Analytics
Simvuly may analyze information relating to how healthcare professionals interact with the Services, including professional activity such as searches, case discussions, clinical topics, engagement with content, and collaboration patterns. Such analysis may be used to understand how healthcare professionals use the platform, generate aggregated insights regarding clinical practice patterns and topics of interest, develop educational materials, improve the Services, support research initiatives, and support commercial partnerships, including collaborations with life sciences organizations.
Such analysis is conducted in a manner designed to avoid identifying individual patients. Simvuly will not disclose information identifying individual patients or physicians unless expressly authorized by the user or required by law.
Healthcare professionals who do not wish to have their professional activity data used for commercial partnerships, including collaborations with life sciences organizations, may opt out of such use by contacting Simvuly at support@simvuly.com. Opting out of commercial data use will not affect access to the Services.
Platform Improvement and Model Training
Simvuly may use information submitted through the Services, including aggregated or de-identified information, to improve the Services, develop new features, enhance platform performance, and train or refine machine learning or artificial intelligence systems used within the platform.
Where such use involves PHI, Simvuly will use only information that has been de-identified in accordance with HIPAA standards, using either the Safe Harbor method (45 C.F.R. § 164.514(b)) or the Expert Determination method (45 C.F.R. § 164.514(a)), as applicable. De-identified data shared with or used by third parties, including commercial partners, shall be subject to contractual prohibitions on re-identification.
Simvuly does not use Protected Health Information to train or improve generalized artificial intelligence models unless such information has been de-identified in accordance with HIPAA or such use is expressly authorized in writing.
De-Identified and Aggregated Data
Simvuly may create de-identified, aggregated, statistical, analytical, or other derived data based on information submitted to or generated through the Services, provided that such data does not identify individual users or patients. Such data may include insights regarding clinical topics, practice patterns, platform usage trends, or other aggregated information, and may be used for any lawful purpose, including research, analytics, product development, healthcare insights, educational initiatives, advertising, or partnerships with healthcare organizations and life sciences companies.
Simvuly will not attempt to re-identify de-identified data, and will contractually prohibit any third-party recipient of de-identified or aggregated data from attempting to re-identify such data or combining it with other datasets in a manner designed to identify individuals.
Advertising and Sponsored Content
The Services may include sponsored educational content, advertising, or promotional materials provided by third-party partners, including pharmaceutical manufacturers and healthcare organizations. We may work with advertising or analytics partners to measure the effectiveness of our marketing efforts.
Sponsored educational content and promotional materials will be clearly identified as sponsored or paid content at the point of display. Simvuly does not permit sponsored content to be presented in a manner that is indistinguishable from independent editorial, peer-reviewed, or user-generated content.
The presence of such advertising or sponsored content does not constitute endorsement by Simvuly.
Disclosure of Information
Simvuly may disclose information to service providers that assist in operating the Services, to enterprise customers whose workforce members use the Services, to analytics providers, to advertising partners, to affiliated entities, to potential acquirers in connection with corporate transactions, and to government authorities when required by law.
California
California residents may request information about the categories of personal information we collect, use, and disclose. Such requests may be submitted by contacting us.
If you choose to exercise your privacy rights, you have the right to not receive discriminatory treatment or a lesser degree of service from Simvuly.
Children
We understand the importance of protecting the privacy and safety of children. The Services are not intended for individuals under the age of 18, and Simvuly does not knowingly collect personal information from children.
Your Choices
If you choose not to provide any Personal Data, you may not be able to use certain Services. You may request access to or correction of the Personal Data Simvuly holds about you by contacting us at support@simvuly.com. Simvuly will respond to verified requests within forty-five (45) days, which may be extended by an additional forty-five (45) days where reasonably necessary. You may request deletion of your account and associated Personal Data by contacting us. Simvuly will process deletion requests in accordance with applicable law. Note that certain information may be retained as required by law, for fraud prevention, to enforce agreements, or as permitted under applicable privacy law. You may opt out of receiving marketing emails by following the unsubscribe instructions in those emails. Please be aware that you cannot opt out of receiving service messages from us, including security and legal notices. California, Virginia, Colorado, and Other State Rights. Depending on your state of residence, you may have additional rights under applicable state privacy laws, including the right to know, correct, delete, and portability. To exercise any such rights, contact us at support@simvuly.com.
Exclusions
This Privacy Policy does not apply to any Personal Data collected by Simvuly other than Personal Data collected through the Services. This Privacy Policy shall not apply to any unsolicited information you provide to Simvuly through the Services or through any other means. This includes, but is not limited to, information posted to any public areas of the Services, such as forums, any ideas for new products or modifications to existing products, and other unsolicited submissions (collectively, “Unsolicited Information”). All Unsolicited Information shall be deemed to be non-confidential and Simvuly shall be free to reproduce, use, disclose, and distribute such Unsolicited Information to others without limitation or attribution.
Data Security
Simvuly implements commercially reasonable administrative, technical, and physical safeguards designed to protect information in a manner consistent with applicable laws, including safeguards designed to comply with HIPAA where applicable. However, no system can guarantee absolute security.
Data Breach Notification
In the event of a security breach affecting your personal information (other than PHI, which is governed by the Business Associate Agreement), Simvuly will notify affected users in accordance with applicable state breach notification laws, including but not limited to the Ohio Data Protection Act and similar state statutes. Notification will be provided without unreasonable delay and, where required by law, within the timeframe specified by applicable law. Notifications will be provided by email to the address associated with your account or through the Services.
Data Retention
Simvuly retains information for as long as necessary to operate the Services, comply with legal obligations, resolve disputes, and enforce agreements. De-identified or aggregated data may be retained indefinitely.
International Users
The Services are intended solely for use by healthcare professionals located in the United States. Simvuly is based in the United States, and all information is processed and stored in the United States.
Simvuly does not offer the Services to individuals located outside the United States and does not represent that the Services are appropriate or available in any other jurisdiction. If you access the Services from outside the United States, you do so at your own initiative and are responsible for compliance with applicable local laws.
By accessing or using the Services, you acknowledge that your information will be transferred to and processed in the United States in accordance with this Privacy Policy.
Changes to This Privacy Policy
Simvuly reserves the right to modify this Privacy Policy at any time. Continued use of the Services after such modifications constitutes acceptance of the updated policy.
Contact Information
If you have questions regarding this Privacy Policy or Simvuly’s privacy practices, you may contact us at: support@simvuly.com.
Governing Law
This Privacy Policy and any disputes arising out of or relating to it shall be governed by the laws of the State of Ohio, without regard to its conflict of law principles. Any disputes shall be subject to the dispute resolution provisions set forth in the Simvuly Terms of Service.
TERMS OF SERVICE
This Terms of Service was last updated on and is effective as of March 16, 2026.
These Terms of Service (these “Terms”) govern your access to and use of the Simvuly platform and Services. By registering for an account, accessing, or otherwise using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.
If you access the Services through a healthcare organization, enterprise customer, or other entity that has entered into a separate agreement with Simvuly, additional terms may apply between Simvuly and that organization. In the event of a conflict between these Terms and an applicable Enterprise Agreement, the terms of the Enterprise Agreement shall control with respect to such conflict.
For purposes of these Terms:
“AI Features” means any artificial intelligence, machine learning, or automated content-generation functionality incorporated into or made available through the Services.
“Business Associate Agreement” or “BAA” means the Business Associate Agreement incorporated into these Terms that governs the handling of Protected Health Information.
“ Clinical Communications and Third-Party Interaction Addendum” means the Simvuly Clinical Communications and Third-Party Interaction Addendum incorporated into these Terms by reference, which governs all use of the Services in connection with clinical communications, care coordination, and information sharing involving patient care.
“Enterprise Agreement” means any separate written agreement between Simvuly and a healthcare organization, enterprise customer, or partner governing access to or use of the Services.
“Platform” means the communication tools, content, and features that Simvuly makes available through the Services and identifies as appropriately secure for the communication of Protected Health Information, as more fully defined in the BAA. For the avoidance of doubt, “Platform” is a subset of the “Services.”
“PHI” means protected health information, as that term is defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended (“HIPAA”).
“Services” means the Simvuly website located at simvuly.com, related web, computer, and mobile applications, and any software, tools, features, functionality, content, or services provided by Simvuly that facilitate communication, consultation, collaboration, or information exchange among healthcare professionals.
“Third-Party Professional” means an independent healthcare professional or other subject-matter expert who provides or offers to provide consultation, information, or other professional services through or in connection with the Services, and who is not acting pursuant to any agreement with Simvuly.
“Simvuly,” “we,” “us,” or “our” means Simvuly LLC.
“User Content” means any messages, case discussions, documents, images, data, materials, or other content that users submit, post, transmit, or otherwise make available through the Services.
Simvuly operates solely as a technology platform that facilitates communication, consultation, collaboration, and access to informational content among independent healthcare professionals and authorized personnel acting on behalf of healthcare organizations.
The Services are intended for use by licensed healthcare professionals located in the United States and authorized personnel acting on behalf of healthcare organizations.
Simvuly does not provide healthcare services, does not practice medicine, does not supervise clinical care, and does not establish provider-patient relationships. Healthcare professionals using the Services act independently and are not employees, agents, partners, or representatives of Simvuly.
3.1 General Platform Disclaimer
The Services are provided solely as a technology platform that facilitates access to informational content and communication among independent healthcare professionals.
Simvuly is not a healthcare provider and does not provide medical advice, diagnosis, or treatment. The Services are intended solely to facilitate access to informational content and communication among healthcare professionals acting within the scope of their professional licensure and practice.
Users acknowledge that the Services are intended solely as a professional communication and informational tool and that Simvuly does not provide clinical decision support or medical supervision. Each healthcare professional remains solely responsible for the care of their patients and for all clinical decisions made in connection with the use of the Services.
Nothing in the Services or these Terms establishes or is intended to establish any standard of care applicable to any healthcare professional.
3.2 No Physician–Patient Relationship
Use of the Services does not establish a physician-patient relationship or other provider-patient relationship between any user and any patient whose information may be discussed through the Services. The requesting healthcare professional retains sole responsibility for the patient relationship and for all clinical decisions regarding the care of that patient.
3.3 Informational Consultation
Information exchanged between healthcare professionals through the Services is intended solely for informational and professional discussion purposes. Consulting healthcare professionals do not assume responsibility for the diagnosis, treatment, or formal interpretation of any patient information and do not provide formal reports or clinical interpretations through the Services unless they independently establish a provider-patient relationship or otherwise expressly agree to do so outside the Services.
3.4 Nature of Information
Information exchanged through the Services, including communications between healthcare professionals and any content made available through the Services, is intended solely for general informational and professional discussion purposes.
Such information may be incomplete, may not reflect all relevant clinical considerations, and may not be applicable to any specific patient or clinical situation. Users are solely responsible for evaluating the completeness and applicability of any information obtained through the Services.
Simvuly does not provide curated or validated clinical content and does not represent that any information exchanged through the Services reflects established medical standards or guidelines.
Consultation responses and any information provided through the Services may be incomplete, may not reflect all relevant clinical considerations, and are not intended to establish a definitive diagnosis or treatment plan. The requesting provider remains solely responsible for all patient care decisions.
You agree that you will not rely on the Services, or any information obtained through the Services, as a substitute for your independent clinical judgment or as the sole basis for any clinical decision.
3.5 Clinical Decision Support and Medical Device Disclaimer
The Services are not intended to function as a clinical decision support system or as a regulated medical device and are not intended for the diagnosis, prevention, monitoring, prediction, or treatment of any disease or condition.
Simvuly does not independently diagnose, prescribe, or direct treatment and does not replace the clinical judgment of a licensed healthcare professional.
Any information made available through the Services, including any outputs generated by automated systems, is provided solely to support independent professional evaluation and should not be used as the sole basis for clinical decision-making.
Where applicable, the Services may present supporting context, reasoning, or verification steps to assist users in independently evaluating information; however, such materials are not exhaustive and do not replace independent clinical judgment.
3.6 Artificial Intelligence and Automated Features
Certain features of the Services may incorporate artificial intelligence or automated technologies (“AI Features”). AI Features may generate outputs based on user-provided inputs and available data sources.
AI Features are dynamic and may utilize one or more underlying models, systems, or third-party providers, which may change over time without notice.
AI-generated outputs:
(i) may be incomplete, inaccurate, or not tailored to a specific patient;
(ii) may not reflect current clinical standards or guidelines;
(iii) are not independently verified by Simvuly; and
(iv) are provided solely for informational and support purposes.
Simvuly does not represent or warrant the accuracy, reliability, or clinical validity of any AI-generated output.
Users are solely responsible for independently reviewing, verifying, and clinically correlating all AI-generated outputs prior to use in patient care. Simvuly does not validate, verify, or independently confirm the accuracy or clinical appropriateness of any outputs generated by artificial intelligence or automated systems.
Simvuly does not represent that any AI Feature is clinically validated, bias-free, or appropriate for any specific clinical use case unless expressly stated in a separate written agreement.
Where applicable, the Services may provide contextual information regarding AI-generated outputs, such as reasoning summaries, supporting information, or limitations, to support independent evaluation by users. Such information is provided for transparency purposes only and does not guarantee accuracy or completeness.
To the extent AI Features process Protected Health Information, such processing is performed solely to provide the requested functionality of the Services and not to train or improve generalized artificial intelligence models unless such information has been de-identified in accordance with HIPAA or such use is expressly authorized in writing.
AI Features may be enabled or disabled based on platform configuration, user selection, or enterprise-level settings.
Where applicable, the Services may identify or label content generated by artificial intelligence or automated systems; however, users should not rely on the presence or absence of such labeling in determining whether content was generated by AI.
3.7 No Formal Interpretation or Clinical Report
Communications exchanged through the Services are intended solely for informal professional consultation and discussion. Unless a consulting healthcare professional expressly agrees otherwise outside the Services, such communications do not constitute a formal clinical report, diagnostic interpretation, or official medical opinion regarding any imaging, test results, specimens, electrocardiograms, or other diagnostic studies.
The Services do not provide formal medical interpretations, reports, or readings of diagnostic tests, studies, images, or clinical data, and any review or discussion of clinical information through the Services does not constitute and should not be relied upon as a formal interpretation or report.
3.8 Independent Professional Judgment
You acknowledge and agree that you retain full responsibility for all clinical decisions and patient care. Any information or input obtained through the Services must be independently reviewed, verified, and clinically correlated based on your professional judgment and the specific circumstances of the patient.
You further acknowledge that any information provided through the Services may be based on limited or incomplete inputs and may not account for all relevant clinical factors. You agree that you will allow sufficient time to independently evaluate and consider such information, including factors not captured in the original request, prior to making any clinical decisions.
Healthcare professionals who use the Services may engage in discussions relating to patient care and may be engaged in the practice of medicine or another healthcare profession when doing so. Each healthcare professional is solely responsible for exercising independent professional judgment and for all clinical decisions made in connection with the use of the Services.
Simvuly does not verify the accuracy, completeness, or clinical appropriateness of information exchanged through the Services. Users must independently evaluate all information obtained through the Services before relying on it in connection with patient care.
You acknowledge that this obligation applies equally to any information generated by artificial intelligence or automated systems made available through the Services.
3.9 Incomplete Information Disclaimer
Communications conducted through the Services may be based on limited or incomplete patient information. Healthcare professionals using the Services acknowledge that any information exchanged through the Services may not include all clinical facts necessary for diagnosis or treatment. Each healthcare professional is responsible for determining whether sufficient information is available before relying on any information obtained through the Services.
3.10 No Duty to Monitor
Simvuly does not monitor, review, screen, or evaluate communications exchanged between users through the Services except as reasonably necessary to operate, maintain, or improve the functionality of the Services. Simvuly assumes no obligation to monitor or supervise clinical communications and assumes no responsibility for the accuracy or safety of user-generated content.
Simvuly reserves the right, but not the obligation, to remove content in its sole discretion.
3.11 User Qualifications and Billing Disclaimer
Simvuly may attempt to verify user credentials through various methods; however, Simvuly does not guarantee the identity, qualifications, licensure status, competency, or scope of practice of any user.
Simvuly does not act as a billing provider or clearinghouse and does not guarantee that consultations, communications, or interactions conducted through the Services will meet payer requirements for reimbursement.
The availability of the Services does not guarantee that any consultation, communication, or interaction conducted through the Services will be eligible for reimbursement by insurers or other payers. Users are solely responsible for determining billing eligibility and compliance with payer requirements. Simvuly does not endorse or recommend any user for any specific clinical matter.
3.12 Clinical Communications and Third-Party Interactions
The Services enable communication, coordination, and interaction between healthcare professionals and organizations, including the exchange of patient-related information and clinical input.
Such interactions may occur between individual users, within a single organization, or across multiple organizations, networks, or third-party clinical service arrangements (including, without limitation, telehealth providers, medical groups, specialty consult networks, health systems, and other healthcare entities).
By accessing or using the Services in any such capacity, you agree to the Simvuly Clinical Communications and Third-Party Interaction Addendum, which is incorporated into these Terms by reference and governs all such interactions. Simvuly does not create, control, or supervise the relationships between users or organizations and is not a party to any clinical service arrangement between them.
3.13 No Duty to Continue or Escalate Care
Participation in any communication through the Services does not create any obligation for a user to provide ongoing consultation, follow-up care, monitoring, escalation, or continued involvement in any patient’s care. Each user is solely responsible for determining the scope and duration of their participation in any interaction.
3.14 No Care Coordination Responsibility
While the Services may facilitate communication and coordination among healthcare professionals, Simvuly does not manage, direct, or ensure care coordination. Simvuly is not responsible for gaps in communication, failures in coordination, or any resulting patient outcomes.
3.15 Not Intended for Urgent or Emergent Communications
The Services are not intended for urgent or emergent communications.
By registering for or using the Services, you represent and warrant that:
(a) you are at least eighteen (18) years of age;
(b) you are either (i) a licensed healthcare professional authorized to participate in interprofessional consultations or other professional communications under applicable law, or (ii) authorized personnel acting on behalf of a healthcare professional or healthcare organization;
(c) any information you provide regarding your professional credentials, licensure status, organizational affiliation, or other eligibility-related information is accurate and complete; and
(d) you will promptly notify Simvuly if there are any changes to your professional licensure, credentials, organizational affiliation, or eligibility to use the Services.
4.1 Third-Party Invitations and Verification
Users may be invited to join the Services by other users, healthcare organizations, enterprise customers, or partner organizations. In certain cases, administrators of healthcare organizations or other authorized users may create accounts or invite additional users based on their representation that such individuals are licensed healthcare professionals or otherwise authorized to access the Services.
Simvuly may rely on such representations and does not independently verify the identity, licensure, credentials, or professional status of all users invited or added to the Services by third parties.
Organizations, administrators, and users who invite or add individuals to the Services represent and warrant that such individuals are authorized to access and use the Services and meet the eligibility requirements set forth in these Terms.
Simvuly assumes no responsibility for verifying the accuracy of such representations and disclaims liability arising from the actions or qualifications of users invited or added by third parties. Simvuly reserves the right, but not the obligation, to verify the identity or professional credentials of any user at its discretion.
4.2 Third-Party User Information
In some cases, healthcare organizations, enterprise customers, partner organizations, or other authorized users may provide Simvuly with information about individuals for the purpose of inviting such individuals to access or use the Services or creating accounts on their behalf.
Any organization or user providing such information represents and warrants that it has the legal authority to provide such information to Simvuly and that the provision and use of such information complies with all applicable laws, contractual obligations, and privacy requirements.
Simvuly may rely on such representations and assumes no responsibility for verifying the legality or accuracy of information provided by third parties for purposes of invitations, account creation, or user onboarding.
You are solely responsible for ensuring that your use of the Services complies with all applicable federal, state, and local laws, professional regulations, contractual obligations, and standards of practice.
You acknowledge that you may be practicing medicine or another healthcare profession when participating in communications through the Services and agree to do so only within the scope of your professional licensure and applicable law.
You are solely responsible for maintaining any required professional liability insurance and for complying with documentation requirements, billing rules, and other obligations associated with your medical practice or healthcare profession.
5.1 Compliance with Laws and Jurisdiction
You are solely responsible for ensuring that your use of the Services complies with all applicable laws, regulations, and professional requirements in the jurisdiction or jurisdictions in which you practice or access the Services.
Simvuly makes no representation or warranty that the Services or any content or information made available through the Services comply with the laws or regulatory requirements of any particular jurisdiction.
You acknowledge that your use of the Services may be subject to additional legal or professional obligations based on your location, licensure, or practice setting.
You are solely responsible for ensuring that any reliance on information obtained through the Services, including information generated by artificial intelligence or automated systems, complies with applicable legal, professional, and regulatory requirements in your jurisdiction.
5.2 PHI Responsibility
You are solely responsible for determining what PHI is shared through the Services and for ensuring that such disclosures comply with HIPAA, applicable state privacy laws, and other applicable legal requirements, including obtaining any required patient consents or authorizations.
You must ensure that any PHI transmitted through the Services complies with applicable legal requirements, including the HIPAA minimum necessary standard where applicable.
Simvuly does not determine what PHI is shared through the Services and does not verify the accuracy, completeness, or legality of PHI disclosures made by users.
5.3 Privacy and Security Compliance
Your use of the Services is subject to the Simvuly Privacy Policy, which describes how Simvuly collects, uses, and discloses personal information. By using the Services, you acknowledge and agree to the practices described in the Privacy Policy.
If you transmit PHI through the Services in a manner permitted by Simvuly, such information will be handled in accordance with the Simvuly Business Associate Agreement (“BAA”), which is incorporated into these Terms by reference.
You are responsible for ensuring that your use of the Services complies with applicable privacy and security laws, including HIPAA and applicable state laws.
5.4 Safety Reporting and Adverse Events
The Services are intended solely to facilitate access to informational content and communication between healthcare professionals. Simvuly does not monitor, review, or evaluate communications for purposes of identifying or reporting adverse events, safety information, or other reportable occurrences under applicable laws or regulations.
You are solely responsible for determining whether any information shared through the Services constitutes an adverse event or other reportable information and for complying with all applicable reporting obligations, including those imposed by law, regulation, or contractual agreement.
Simvuly assumes no responsibility for identifying, reporting, or following up on any adverse events or safety-related information that may be communicated through the Services.
To the extent Simvuly provides services to enterprise customers, any responsibilities related to safety or adverse event reporting shall be governed by applicable Enterprise Agreements.
5.5 Professional Network Matching and Licensure Responsibility
The Services may facilitate the identification of and connection between healthcare professionals for purposes of communication, consultation, and collaboration.
You acknowledge and agree that Simvuly may present your profile to, or recommend you to, other users, and may suggest or facilitate connections between users through the Services.
Such connections or recommendations may be based on general factors such as information provided by users, activity within the Services, or other platform-related considerations, but Simvuly does not guarantee the accuracy, appropriateness, or suitability of any such matches or recommendations.
Simvuly does not control, direct, or supervise any interactions between users and assumes no responsibility for any outcomes resulting from such connections.
You are solely responsible for determining whether any interaction facilitated through the Services constitutes the practice of medicine or other regulated professional activity and for ensuring compliance with all applicable billing, documentation, licensure, and regulatory requirements.
By using the Services, you authorize Simvuly to facilitate introductions, communications, and collaboration opportunities between you and other users of the Services.
Simvuly has no obligation to identify, recommend, or facilitate any particular connection, consultation, or collaboration.
You acknowledge that physician-to-physician consultations conducted through the Services may involve healthcare professionals licensed in different states. You are solely responsible for determining whether your participation in a consultation through the Services constitutes the practice of medicine or another regulated health profession in any jurisdiction, including the jurisdiction in which the patient is located, and for ensuring compliance with all applicable licensure and telehealth laws. Simvuly does not verify cross-jurisdictional licensure compliance and assumes no responsibility for any regulatory violations arising from interstate consultation activities.
Simvuly does not evaluate clinical appropriateness, urgency, or patient-specific suitability in facilitating any connection or communication.
Simvuly does not guarantee the availability, quality, or responsiveness of any network of users.
5.6 Minimum Necessary Standard
Users agree to limit any Protected Health Information submitted through the Services, including to AI Features, to the minimum amount necessary for the intended purpose of the communication or consultation.
Simvuly does not evaluate whether the information submitted meets the minimum necessary standard and assumes no responsibility for such determinations.
You are responsible for maintaining the confidentiality and security of your account credentials and for all activities that occur under your account.
You agree to:
(a) maintain accurate and current account information;
(b) keep your login credentials secure and not share them with any third party;
(c) not access or attempt to access another user’s account; and
(d) notify Simvuly immediately of any unauthorized access to or use of your account.
Simvuly shall not be liable for any loss or damage arising from your failure to comply with these obligations.
If you access the Services through an enterprise account, the applicable organization may have the right to control access to your account and obtain information regarding your use of the Services in accordance with applicable Enterprise Agreements.
By registering for or using the Services, you agree to receive communications from Simvuly relating to your use of the Services. Such communications may include, without limitation:
(a) communications from other users, including consultation requests, responses, and messages;
(b) service-related communications, such as account notifications, security alerts, and technical or operational updates;
(c) legal and administrative communications, including updates to these Terms, the Privacy Policy, or other policies; and
(d) information about features, opportunities, or programs related to the Services.
Communications may be delivered through the Services, including messaging features, or via email, and may include other communication methods as enabled by the Services.
You acknowledge that certain communications are necessary for the operation of the Services and that you may not opt out of receiving such communications. You are solely responsible for monitoring communications received through the Services and for responding as appropriate in your professional judgment.
You are responsible for maintaining accurate and current contact information. Simvuly shall not be liable for any failure to receive communications due to inaccurate or outdated contact information or user settings.
To the extent Simvuly sends promotional or marketing communications, you may opt out of receiving such communications as described in the Privacy Policy or within the communication itself. However, you may continue to receive service-related or legal communications.
The Services may include links to, integrations with, or access to third-party services, platforms, or providers (collectively, “Third-Party Services”), including services offered by healthcare organizations, enterprise partners, or other third parties.
You are solely responsible for evaluating whether to access or use any Third-Party Services. The inclusion of or access to any Third-Party Service does not constitute an endorsement, affiliation, or recommendation by Simvuly.
Simvuly does not operate, control, or monitor any Third-Party Services and makes no representations or warranties regarding such services, including, without limitation, their availability, accuracy, reliability, security, or compliance with applicable laws, regulations, or professional standards.
Third-Party Services are governed by their own terms, conditions, and privacy policies, which you are responsible for reviewing prior to use.
By accessing or using any Third-Party Services through the Services, you do so at your own risk and assume all risks associated with such use. This includes, without limitation, the risk that such Third-Party Services may not comply with applicable legal or regulatory requirements, including healthcare privacy and security laws such as HIPAA.
Simvuly disclaims all liability arising from or related to your access to or use of any Third-Party Services.
The Services may be made available under the branding, name, or interface of a healthcare organization, enterprise customer, or third-party partner (“Branded Deployment”). In such cases, the Services may appear as part of or integrated with another organization’s platform, website, or application.
Notwithstanding any such branding or presentation, Simvuly provides the underlying technology platform and is not responsible for the acts, omissions, representations, or services of any such organization or third party.
You acknowledge that your use of the Services may be subject to additional terms, policies, or agreements imposed by the applicable organization or partner, and that Simvuly is not responsible for enforcing or interpreting such terms.
The Services may facilitate connections, communications, or engagements between users and a third-party healthcare professional or organization (“Third-Party Professional”), including for consultation or other professional services.
Third-Party Professionals are independent and are not employees, agents, or representatives of Simvuly.
Simvuly does not:
(i) employ, supervise, or control Third-Party Professionals;
(ii) verify licensure, credentials, or compliance with applicable laws (and any identity or credential validation performed by Simvuly for platform access purposes does not constitute such verification);
(iii) control or direct the content of any professional advice or services; or
(iv) assume responsibility for any clinical, professional, or business interactions between users and Third-Party Professionals.
Any engagement with a Third-Party Professional is solely between you and that individual or entity.
You are solely responsible for:
(a) determining whether such interactions are permitted under applicable law;
(b) ensuring appropriate agreements (including, where applicable, Business Associate Agreements) are in place; and
(c) complying with all applicable legal, regulatory, and professional requirements.
Simvuly disclaims all liability arising from or related to interactions with Third-Party Professionals.
If you share PHI with a Third-Party Professional through or in connection with the Services, you are responsible for ensuring that such disclosure complies with HIPAA and applicable state privacy laws, including obtaining any required patient consent and ensuring that an appropriate business associate agreement or other HIPAA-compliant arrangement is in place between you and the Third-Party Professional. Simvuly does not receive compensation from Third-Party Professionals for routing or referring users to them, except as may be expressly disclosed in writing at the time of engagement.
Engagements between users and Third-Party Professionals may or may not be governed by a direct agreement between those parties. Where no such agreement exists, users assume all responsibility for the terms, compensation, and legal compliance of the engagement, and Simvuly assumes no role in establishing, documenting, or enforcing any such relationship.
Simvuly may offer users opportunities to participate in sponsored educational programs, surveys, advisory panels, research initiatives, paid consulting services, or other professional engagement opportunities.
Such opportunities may be sponsored by healthcare organizations, life sciences companies, research institutions, or other partners. Participation in such programs is voluntary and may be subject to additional terms or compensation arrangements.
Simvuly operates solely as a technology platform that facilitates communication between healthcare professionals. Simvuly does not provide billing services, act as a clearinghouse, or serve as the billing provider for any consultation or professional service discussed or conducted through the Services unless expressly agreed in a separate written agreement.
You are solely responsible for determining whether consultations or communications conducted through the Services are eligible for reimbursement by insurers, government programs, or other payers. Simvuly makes no representation or guarantee that any interaction conducted through the Services will qualify for reimbursement.
You are solely responsible for submitting claims, complying with payer requirements, obtaining any necessary consents, and ensuring that all billing activities comply with applicable laws, regulations, and professional standards.
Simvuly is not responsible for disputes between users regarding compensation, reimbursement, or payment for services performed in connection with the Services.
Simvuly has no obligation to compensate users for consultations, communications, or professional services conducted through the Services unless expressly stated in a separate written agreement with Simvuly.
Simvuly does not act as an intermediary in the financial relationship between requesting and consulting healthcare professionals.
Simvuly may make certain features or aspects of the Services available at no cost to users. The availability of free access does not alter or limit the applicability of these Terms, including disclaimers, limitations of liability, and user responsibilities.
The Services may allow users to submit, post, transmit, or otherwise make available User Content.
You acknowledge and agree that you are solely responsible for your User Content, including its accuracy, legality, reliability, and appropriateness. You represent and warrant that you have all necessary rights, permissions, and legal authority to submit such User Content and that your User Content complies with these Terms and all applicable laws.
To the extent User Content includes patient information, you represent that you have obtained all necessary consents, authorizations, or other legal permissions required to disclose such information and that such disclosure complies with HIPAA and other applicable privacy laws.
Users are solely responsible for ensuring that any patient information submitted through the Services has been appropriately de-identified or disclosed in compliance with applicable law. Users are encouraged to remove or avoid including information that directly identifies individual patients where reasonably possible.
Simvuly does not verify the accuracy, completeness, or legality of User Content and assumes no responsibility for User Content submitted by users.
Simvuly does not endorse, verify, or adopt any opinions, advice, or information expressed by users through the Services.
12.1 Use of Content Outside the Services
You acknowledge that information exchanged through the Services may be copied, exported, or otherwise used outside the Services by participating users. Each user is solely responsible for any use, documentation, or redistribution of information obtained through the Services, including incorporation into medical records or other systems.
Simvuly does not control or monitor how users use information obtained through the Services outside the Services and assumes no responsibility for such use.
Users must ensure that any use or disclosure of information obtained through the Services complies with applicable privacy laws, professional obligations, and organizational policies.
Users are solely responsible for determining whether information obtained through the Services should be documented in a medical record or otherwise retained as part of patient care documentation.
12.2 License to User Content
By submitting User Content through the Services, you grant Simvuly a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, distribute, and display such User Content solely as necessary to operate, maintain, secure, improve, and provide the Services in accordance with these Terms.
To the extent User Content includes Protected Health Information (PHI), such PHI shall be used and disclosed solely in accordance with the Business Associate Agreement and applicable law, and not pursuant to this license except as required to provide the Services.
Except for this license, you retain ownership of your User Content. You acknowledge and agree that Simvuly may generate de-identified, aggregated, statistical, analytical, or other derived data based on User Content and interactions with the Services, provided that such data does not identify individual patients and does not identify individual users unless expressly authorized.
13.1 Prohibited Uses
You agree not to use the Services in any manner that:
(a) violates any applicable federal, state, or local law or regulation, including laws relating to patient privacy, medical practice, or professional licensure;
(b) violates any agreement to which you are a party, including agreements with your employer or professional organization;
(c) misrepresents your identity, professional credentials, or affiliation with any person or entity;
(d) impersonates another person or falsely represents your professional qualifications;
(e) attempts to obtain unauthorized access to the Services, Simvuly systems, or any related networks;
(f) introduces malicious code, viruses, or other harmful technological materials into the Services;
(g) interferes with or disrupts the operation of the Services or the ability of other users to access the Services;
(h) uses automated scripts, bots, scraping tools, or similar technologies to access or collect information from the Services;
(i) reproduces, redistributes, or republishes content obtained through the Services without the express written permission of Simvuly or the applicable user;
(j) uses the Services to develop, test, or operate a competing product or service;
(k) reverse engineers, decompiles, disassembles, or attempts to derive the source code of any portion of the Services;
(l) uses the Services to transmit unsolicited advertising, promotional materials, or spam; or
(m) represents or implies that you are affiliated with or endorsed by Simvuly without express written authorization.
13.2 Prohibited Content
You agree that your User Content will not:
(a) violate any applicable law or regulation;
(b) infringe or violate the intellectual property, privacy, or other rights of any person or entity;
(c) contain defamatory, abusive, threatening, obscene, or otherwise unlawful material;
(d) misrepresent your identity, professional credentials, or affiliation with any person or entity;
(e) contain fraudulent, deceptive, or misleading information;
(f) contain advertising or promotional materials not expressly authorized by Simvuly;
(g) promote illegal activity or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; or
(h) violate any contractual, legal, or professional obligations to which you are subject.
Simvuly reserves the right, but not the obligation, to remove or restrict access to any User Content that violates these Terms.
Simvuly respects the intellectual property rights of others and expects users of the Services to do the same.
If you believe that content available through the Services infringes your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Simvuly with the following information in writing:
(a) identification of the copyrighted work claimed to have been infringed;
(b) identification of the material that is claimed to be infringing and information reasonably sufficient to permit Simvuly to locate the material;
(c) your contact information, including your name, address, telephone number, and email address;
(d) a statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(e) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
DMCA notices may be submitted to Simvuly using the contact information provided in the Services or such other contact information as Simvuly may designate for copyright notices. If you believe content was removed or disabled as a result of a mistaken or misidentified DMCA notification, you may submit a counter-notification to the same address containing the information required under 17 U.S.C. § 512(g)(3).
15.1 Platform Control and Content Availability
Simvuly has no obligation to provide or maintain any specific content, features, or functionality through the Services.
Simvuly may, at any time and in its sole discretion, remove, modify, or restrict access to any content, features, or functionality without notice.
Simvuly reserves the right to limit the availability or accessibility of the Services, in whole or in part, to any person, organization, geographic area, or jurisdiction at any time.
15.2 Service Availability
Simvuly may modify, suspend, or discontinue all or any part of the Services, including any features or functionality, at any time, with or without notice.
While Simvuly makes reasonable efforts to maintain the availability of the Services, Simvuly does not guarantee that the Services will be uninterrupted, timely, secure, or error-free.
Simvuly shall not be liable for any unavailability, interruption, delay, or modification of the Services or any loss of content or data associated therewith.
15.3 Data Retention and Availability
Simvuly may retain, delete, or archive communications and other information submitted through the Services at its discretion and in accordance with applicable laws and business practices.
You acknowledge that Simvuly has no obligation to retain or archive communications exchanged through the Services and that the availability of any such communications may change over time.
16.1 Ownership of the Services
The Services, including all software, technology, content, features, functionality, and materials made available through the Services, including but not limited to text, displays, images, audio, video, user interface design, workflows, data structures, and the selection, coordination, and arrangement thereof, are owned by Simvuly, its licensors, or other providers of such materials and are protected by United States and international intellectual property laws, including copyright, trademark, patent, and trade secret laws.
Simvuly retains all right, title, and interest in and to the Services and all related intellectual property rights. Except as expressly provided in these Terms, no rights are granted to you in or to the Services.
16.2 Limited License to Use the Services
Subject to your compliance with these Terms, Simvuly grants you a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your professional use in accordance with these Terms.
You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any part of the Services, except as expressly permitted by these Terms.
16.3 Trademarks
The name “Simvuly,” the Simvuly logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Simvuly or its affiliates or licensors. You may not use such marks without the prior written permission of Simvuly.
All other trademarks, service marks, and logos used in the Services are the property of their respective owners. Your use of the Services does not grant you any rights to use such marks.
16.4 Feedback
If you provide Simvuly with any suggestions, comments, or feedback regarding the Services, you agree that Simvuly may use such feedback without restriction or compensation to you.
Simvuly may generate de-identified, aggregated, statistical, or other derived data based on use of the Services for purposes including platform improvement, analytics, research, and business operations.
Such derived data will not identify individual patients and will not identify individual users unless expressly authorized. Simvuly may use, disclose, and commercialize such derived data for any lawful purpose, including research, analytics, product development, educational initiatives, and collaborations with healthcare organizations or life sciences companies.
You acknowledge and agree that any dispute between you and another user of the Services is solely between you and such other user. Simvuly is not responsible for such disputes and has no obligation to become involved in their resolution.
To the fullest extent permitted by law, you hereby release Simvuly and its affiliates, officers, directors, employees, agents, licensors, and service providers from any and all claims, demands, and damages, whether direct, indirect, consequential, known, or unknown, arising out of or in any way connected with such disputes.
These Terms shall remain in effect for as long as you access or use the Services.
You may terminate your account at any time by contacting Simvuly or by discontinuing use of the Services.
Simvuly reserves the right, in its sole discretion, to suspend, restrict, or terminate your access to the Services, in whole or in part, at any time, with or without notice, and for any reason or no reason, including, without limitation, if Simvuly believes that you have violated these Terms or that such action is necessary to comply with applicable laws, regulations, or contractual obligations.
Simvuly may also modify, suspend, or discontinue all or any part of the Services at any time without notice or liability.
Upon termination of your account or access to the Services, your right to use the Services will immediately cease, and you may lose access to any content, data, or communications associated with your account.
Simvuly shall not be liable to you or any third party for any suspension, restriction, or termination of your access to the Services or for any loss of content or data associated with your use of the Services.
All provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, provisions relating to User Content, licenses granted by you, ownership and intellectual property rights, data use and analytics, disclaimers, limitation of liability, indemnification, dispute resolution, and these Additional Terms, as well as any other provisions which by their nature are intended to survive termination.
You agree to defend, indemnify, and hold harmless Simvuly and its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, damages, losses, liabilities, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
(a) your use of the Services;
(b) your User Content;
(c) your violation of these Terms;
(d) your violation of any applicable law or professional obligation; or
(e) any clinical decisions or professional services provided by you in connection with the Services.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL CONTENT, INFORMATION, TOOLS, AND FEATURES MADE AVAILABLE THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE SERVICES MAY BE SUBJECT TO DELAYS, INTERRUPTIONS, OR TECHNICAL LIMITATIONS, AND INFORMATION MAY BE INCOMPLETE, OUTDATED, OR DELAYED. THE SERVICES ARE NOT INTENDED FOR USE IN EMERGENCY OR TIME-SENSITIVE CLINICAL SITUATIONS.
SIMVULY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION:
(a) THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE;
(b) THAT THE SERVICES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS;
(c) THAT ANY INFORMATION, CONTENT, OR ADVICE OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, COMPLETE, OR RELIABLE;
(d) THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
(e) THAT ANY COMMUNICATIONS OR INTERACTIONS THROUGH THE SERVICES WILL RESULT IN ANY PARTICULAR OUTCOME, INCLUDING CLINICAL, PROFESSIONAL, OR FINANCIAL OUTCOMES; OR
(f) THAT ANY INFORMATION OR CONTENT MADE AVAILABLE THROUGH THE SERVICES IS COMPREHENSIVE, CLINICALLY APPROPRIATE, OR SUFFICIENT FOR ANY PARTICULAR PURPOSE.
TO THE FULLEST EXTENT PERMITTED BY LAW, SIMVULY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
SIMVULY DOES NOT GUARANTEE ANY RESPONSE TIME OR THAT ANY REQUEST FOR INFORMATION OR CONSULTATION WILL RECEIVE A RESPONSE.
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SIMVULY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE USE OF, OR INABILITY TO USE, THE SERVICES.
WITHOUT LIMITING THE FOREGOING, SIMVULY SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM OR RELATED TO:
(A) ERRORS, MISTAKES, OR INACCURACIES IN ANY CONTENT OR INFORMATION MADE AVAILABLE THROUGH THE SERVICES;
(B) ANY CLINICAL DECISIONS, DIAGNOSES, TREATMENTS, OR PROFESSIONAL ACTIONS TAKEN BY USERS BASED ON INFORMATION OBTAINED THROUGH THE SERVICES;
(C) UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES, USER ACCOUNTS, OR ANY INFORMATION STORED THEREIN;
(D) INTERRUPTIONS OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES;
(E) VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS TRANSMITTED THROUGH THE SERVICES;
(F) THE ACTIONS, OMISSIONS, QUALIFICATIONS, OR CONDUCT OF ANY USER OF THE SERVICES;
(G) THE ELIGIBILITY OR NON-ELIGIBILITY OF ANY INTERACTION FOR REIMBURSEMENT OR PAYMENT;
(H) ANY OUTPUTS, RECOMMENDATIONS, SUMMARIES, OR OTHER INFORMATION GENERATED BY ARTIFICIAL INTELLIGENCE OR AUTOMATED SYSTEMS MADE AVAILABLE THROUGH THE SERVICES; OR
(I) THE ACTS, OMISSIONS, CLINICAL JUDGMENT, OR SERVICES OF ANY HEALTHCARE PROFESSIONAL OR ORGANIZATION USING THE SERVICES;
TO THE FULLEST EXTENT PERMITTED BY LAW, SIMVULY’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED ONE HUNDRED DOLLARS (US $100).
These Terms and any disputes arising out of or related to the Services shall be governed by the laws of the State of Ohio, without regard to its conflict of law principles.
Except as otherwise provided in this Section 23, any disputes, claims, or controversies arising out of or relating to these Terms, the Services, or the relationship between the parties shall be resolved through binding arbitration as set forth below.
23.1 Informal Resolution
Before initiating any formal dispute, you and Simvuly agree to attempt to resolve the dispute informally for at least sixty (60) days. To initiate this process, you must contact Simvuly using the contact information provided in the Services.
23.2 Arbitration Agreement
You and Simvuly agree that any and all disputes, claims, or controversies arising out of or relating to these Terms, the Services, or the relationship between the parties shall be resolved through final and binding arbitration administered by JAMS under its applicable rules.
Arbitration shall be conducted on an individual basis and not as a class, consolidated, or representative action.
Judgment on the arbitration award may be entered in any court of competent jurisdiction.
23.3 Class Action Waiver
YOU AND SIMVULY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
23.4 Exceptions
Nothing in this Section 23 shall prevent either party from:
(a) bringing an individual action in small claims court where eligible; or
(b) seeking temporary or preliminary injunctive relief in a court of competent jurisdiction.
23.5 Location of Arbitration
Unless otherwise agreed, arbitration shall take place in Cuyahoga County, Ohio, except where required otherwise by applicable law.
23.6 Limitation Period
Any claim arising out of or relating to the Services must be brought within one (1) year after the claim arises, or such claim is permanently barred. Notwithstanding the foregoing, this limitation period shall not apply to any claim for which a shorter limitations period is prohibited by applicable law, including claims under federal or state statutes that prescribe their own limitations periods.
23.7 Opt-Out
You may opt out of this Arbitration Agreement by providing written notice within thirty (30) days of first accepting these Terms. In the event Simvuly materially amends this Arbitration Agreement, existing users who did not previously opt out will have thirty (30) days from the date of notice of such amendment to opt out of the amended Arbitration Agreement by providing written notice to Simvuly.
24.1 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitrator, such provision shall be modified to the minimum extent necessary to make it enforceable, and if such modification is not possible, the provision shall be deemed severed from these Terms. The remaining provisions shall remain in full force and effect.
24.2 No Waiver
The failure of Simvuly to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and shall apply only to the specific instance identified.
24.3 Relationship of the Parties
Nothing in these Terms shall be deemed to create any joint venture, partnership, employment, or agency relationship between you and Simvuly. You and Simvuly are independent parties.
24.4 Notice
Simvuly may provide notices to you by email, through your account, or by posting notices on the Services. Such notices shall be deemed given when sent or posted. You may provide notice to Simvuly by contacting us using the contact information provided in the Services, unless otherwise specified.
24.5 Assignment
You may not assign, transfer, or delegate your rights or obligations under these Terms without the prior written consent of Simvuly. Simvuly may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, sale of assets, or by operation of law.
24.6 Changes to These Terms
Simvuly reserves the right to modify these Terms at any time. When changes are made, Simvuly will update the “Last Updated” date and post the revised Terms on the Services. Continued use of the Services after such changes constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services.
24.7 No Fiduciary Duty
Simvuly does not owe any fiduciary duty to users.
24.8 Entire Agreement
These Terms, together with the Simvuly Privacy Policy, the Simvuly Business Associate Agreement, the Simvuly Clinical Communications and Third-Party Interaction Addendum, and any applicable Enterprise Agreement, constitute the entire agreement between you and Simvuly regarding the Services and supersede all prior or contemporaneous agreements, communications, and understandings, whether written or oral. In the event of a conflict among these documents, the BAA governs with respect to HIPAA compliance and the handling of Protected Health Information; the Clinical Communications and Third-Party Interaction Addendum governs with respect to clinical communication responsibilities, provider obligations, and inter-organizational arrangements; an applicable Enterprise Agreement governs with respect to commercial terms and service access; and these Terms govern with respect to all other matters.
24.9 Survival
Any provisions of these Terms that by their nature should survive termination or expiration of these Terms shall survive, including, without limitation, provisions relating to User Content, licenses granted by you, disclaimers, limitation of liability, indemnification, data use rights, dispute resolution, and these Additional Terms.
24.10 Force Majeure
Simvuly shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or interruptions in internet or communications services.
BUSINESS ASSOCIATE AGREEMENT BETWEEN SIMVULY AND HEALTHCARE PROVIDER MEMBER
This BAA was last updated on and effective as of March 16, 2026.
This BUSINESS ASSOCIATE AGREEMENT (the “BAA”) is incorporated by reference into and made a part of the Simvuly Terms of Service, and is entered into by and between Simvuly LLC (“Simvuly” or “we”) and the applicable healthcare provider that has agreed to the Terms of Service (“Provider”); provided, however, that the terms of this BA Agreement apply only if and solely to the extent that Simvuly receives, creates, maintains, or transmits Protected Health Information relating to patients of Provider in connection with the Covered Services (defined below) that Simvuly, as a Business Associate, performs for or on behalf of Provider, as a Covered Entity. Simvuly, in its capacity as a Business Associate is referred to herein as “Business Associate”, and Provider, in his/her/its capacity as a Covered Entity, is referred to herein as “Covered Entity.”
WITNESSETH
WHEREAS, Business Associate provides software-as-a-service (“SaaS”) designed to support members in communicating with other members and accessing informational content, including content that may be generated or assisted by automated systems. Simvuly does not provide clinical services, does not independently diagnose, prescribe, or direct treatment, does not verify the accuracy of PHI uploaded by users, does not determine what PHI is shared, does not make medical decisions, and does not maintain a Designated Record Set on behalf of Provider or Covered Entities. The parties acknowledge that the Simvuly Clinical Communications and Third-Party Interaction Addendum, incorporated into the Terms of Service, separately governs the clinical responsibilities of users in connection with their use of the Services;
WHEREAS, the Health Insurance Portability and Accountability Act of 1996, as amended by the HITECH Act, and the regulations promulgated thereunder (collectively, “HIPAA”), protect the confidentiality of health information; and
WHEREAS, in order to comply with the business associate requirements of HIPAA, a Business Associate and a Covered Entity must enter into an agreement that governs the uses and disclosures of such confidential health information by the Business Associate.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
For purposes of this BA Agreement, the following terms shall have the following meanings:
“Breach” when capitalized, shall have the meaning as the term “breach” in 45 C.F.R. 164.402; with respect to all other uses of the word “breach” in this BA Agreement, the word shall have its ordinary contract meaning.
“Business Associate” shall generally have the same meaning as the term “business associate” in 45 C.F.R. § 160.103.
“Covered Entity” shall generally have the same meaning as the term “covered entity” in 45 C.F.R. § 160.103.
“Covered Services” means the Services (as defined in the Simvuly Terms of Service) to the extent used in a manner that causes Simvuly to receive, create, maintain, or transmit Protected Health Information on behalf of Provider. For the avoidance of doubt, not all use of the Services gives rise to a Business Associate relationship; the BAA applies only with respect to those activities through which Simvuly acts as a Business Associate by receiving, creating, maintaining, or transmitting PHI on behalf of Provider as a Covered Entity.
“Electronic Protected Health Information” or “ePHI” shall have the meaning given to such term under the Privacy Rule and the Security Rule, including, but not limited to, 45 C.F.R. 160.103, and is limited to ePHI created, received, maintained or transmitted by Simvuly for, or on behalf of, or from Provider in connection with Simvuly’s provision of the Covered Services.
“HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 C.F.R. Part 160 and Part 164.
“HITECH Act” shall mean the Health Information Technology for Economic and Clinical Health Act, found in Title XIII of the American Recovery and Reinvestment Act of 2009, effective February 17, 2009.
“Individual” shall have the meaning as the term “individual” in 45 C.F.R. 160.103, and shall include a personal representative in accordance with 45 C.F.R. 164.502(g).
“Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Parts 160 and 164, Subparts A, D, and E, as currently in effect.
“Protected Health Information” or “PHI” shall have the same meaning as the term “protected health information” in 45 C.F.R. § 160.103 and is limited to PHI created, received, maintained or transmitted by Simvuly for, on behalf of, or from Provider in connection with Simvuly’s provision of the Covered Services.
“Required by Law” shall have the same meaning as the term “required by law” in 45 C.F.R. 164.103.
“Secretary” shall mean the Secretary of the U.S. Department of Health and Human Services or any office or person within the U.S. Department of Health and Human Services to which/whom the Secretary has delegated his or her authority to administer the Privacy Rule and the Security Rule, such as the Director of the Office for Civil Rights.
“Security Incident” shall have the same meaning as the term “security incident” in 45 C.F.R. § 164.304.
“Security Rule” shall mean Security Standards for the Protection of Electronic Protected Health Information, 45 C.F.R. Part 160 and Part 164, Subparts A and C.
“Subcontractor” shall have the meaning as the term “subcontractor” in 45 C.F.R. §160.103.
“Unsecured Protected Health Information” shall have the same meaning as the term “unsecured protected health information” in 45 C.F.R. 164.402, and is limited to the PHI created, received, maintained or transmitted by Business Associate from or on behalf of Covered Entity.
All references to “days” in this BA Agreement shall mean calendar days. Capitalized terms used not defined herein shall have the meanings ascribed to them in the Privacy Rule or Security Rule or the applicable Terms of Service.
2.1 General. Business Associate agrees not to use or disclose PHI other than as permitted or required by this BA Agreement, the Terms of Service or as Required By Law.
2.2 Appropriate Safeguards. Business Associate agrees to use appropriate and commercially reasonable safeguards and comply with Subpart C of 45 C.F.R. Part 164 with respect to ePHI, to prevent any use or disclosure of PHI other than as provided for by this BA Agreement.
2.3 Subcontractors. Business Associate agrees, in accordance with 45 C.F.R. § 164.502(e)(1)(ii) and § 164.308(b)(2), if applicable, to require that any Subcontractors that create, receive, maintain, or transmit Protected Health Information on behalf of Business Associate agree to restrictions and conditions that are no less restrictive than those that apply to Business Associate with respect to such information only to the extent that such Subcontractors creates, receives, maintains or transmits PHI on behalf of Business Associate. Business Associate may use subcontractors to provide infrastructure or support services. Such Subcontractors shall be bound by written agreements requiring appropriate safeguards consistent with HIPAA. Business Associate shall require such Subcontractors to comply with applicable HIPAA requirements and shall remain responsible for its obligations under this Agreement as required by applicable law.
2.4 Reporting of Unauthorized Use or Disclosures.
2.4.1 Business Associate agrees to report to Provider any use or disclosure of Provider’s Protected Health Information not provided for by this Agreement, including, without limitation, Breaches of Unsecured Protected Health Information as required at 45 C.F.R. 164.410, and any Security Incident of which it becomes aware. Notice is hereby deemed provided, and no further individual notice will be provided, for routine and unsuccessful Security Incidents that do not result in unauthorized access to, use, disclosure, modification, or destruction of Protected Health Information, including but not limited to pings, port scans, unsuccessful login attempts, and other similar events.
2.4.2 For all reporting obligations under this BA Agreement, the parties acknowledge that, due to the nature of the Covered Services, Business Associate may not know the nature of the PHI or the identities of the Individuals about whom the PHI relates. Accordingly, Business Associate may be limited in its ability to provide information regarding the identities of the Individuals who may have been affected by a Security Incident or Breach affecting Provider’s PHI, or in its ability to provide detailed information regarding what Provider PHI was affected by a Security Incident or Breach. Covered Entity acknowledges that, due to the nature of the Services, Business Associate may have limited or no visibility into the specific content of communications or the identity of Individuals associated with PHI transmitted through the Services. Business Associate does not have access to or knowledge of the full clinical context, patient history, or intended use of PHI transmitted through the Services, and does not make determinations regarding the appropriateness of any disclosure.
2.5 Internal Practices, Books and Records. Following reasonable advance written notice, Business Associate shall make its internal practices, books and records relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of Provider, available to the Secretary, for purposes of determining Business Associate’s and Covered Entity’s compliance with the Privacy Rule and Security Rule. Access shall be limited to information necessary to demonstrate Covered Entity’s compliance with HIPAA.
2.6 Access to Protected Health Information. Business Associate does not create, receive, maintain, or transmit PHI in a Designated Record Set on behalf of Covered Entity and does not maintain any Designated Record Set. Business Associate shall, to the extent technically feasible, provide reasonable assistance to Provider in responding to access requests to comply with its obligations under 45 C.F.R. 164.524 to provide Individuals with access to their Protected Health Information. Provider will be responsible for making all determinations regarding the grant or denial of an Individual’s request for PHI and Business Associate will make no such determinations. Except as Required by Law, only Covered Entity will be responsible for releasing PHI to an Individual pursuant to such a request. Any denial of access to PHI determined by Covered Entity pursuant to 45 C.F.R. §164.524, and conveyed to Business Associate by Covered Entity, shall be the responsibility of Covered Entity, including resolution or reporting of all appeals and/or complaints arising from denials.
2.7 Amendments to Protected Health Information. Business Associate does not maintain PHI in a Designated Record Set and cannot independently amend PHI records. Business Associate shall provide reasonable technical assistance to Covered Entity where feasible as directed or agreed to by the Provider pursuant to 45 C.F.R. § 164.526, or take other measures as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. 164.526. Covered Entity will be responsible for making all determinations regarding the grant or denial of an Individual’s request for an amendment to PHI and Business Associate will make no such determinations. Any denial of amendment to PHI determined by Covered Entity pursuant to 45 C.F.R. §164.526, and conveyed to Business Associate by Covered Entity, shall be the responsibility of Covered Entity, including resolution or reporting of all appeals and/or complaints arising from denials.
2.8 Accounting of Disclosures.
2.8.1 Business Associate is not responsible for maintaining a log of disclosures made by Provider, Covered Entity or their workforce members through the Services. Business Associate shall maintain records of disclosures of PHI made directly by Business Associate when required by applicable law. Business Associate shall provide system logs or technical information reasonably available to assist Provider in preparing an accounting of disclosures if required to Provider as necessary to satisfy Provider’s obligations under 45 C.F.R. 164.528. Specifically, within 30 business days of written notice by Covered Entity to Business Associate that it has received a request for an accounting of disclosures of PHI (other than disclosures to which an exception to the accounting requirement applies), Business Associate shall make available to Covered Entity such information as is in Simvuly’s possession and is required for Covered Entity to make the accounting required by 45 C.F.R. § 164.528. If Business Associate receives a request for an accounting directly from an Individual, Business Associate shall forward such request to the Provider. Covered Entity shall have the sole responsibility for providing an accounting to the Individual. For clarity, transmissions of PHI between authorized users of the Services do not constitute disclosures by Business Associate.
2.8.2 Notwithstanding Section 2.8.1, for repetitive disclosures of Protected Health Information that Business Associate makes for a single purpose to the same person or entity, Business Associate may record: (a) the Disclosure Information for the first of these repetitive disclosures; (b) the frequency, periodicity or number of these repetitive disclosures made during the accounting period; and (c) the date of the last of these repetitive disclosures.
2.9 Nature of Services. The parties acknowledge that the Covered Services are designed to facilitate communication and information exchange among users and are not intended to function as a system of record, clinical repository, or longitudinal patient record. Business Associate does not control the content of communications transmitted through the Services and does not independently review such communications except as necessary to operate the Services.
2.10 No Duty to Monitor. Business Associate does not monitor, review, or evaluate PHI or communications exchanged through the Services for clinical accuracy, completeness, or compliance, except as reasonably necessary to operate, maintain, or improve the Services.
2.11 No Clinical Role. Business Associate does not provide medical advice, diagnosis, or treatment, does not make clinical decisions, and does not assume responsibility for patient care. Covered Entity and its workforce members remain solely responsible for all clinical decisions and patient care activities.
2.12 AI Processing of PHI. Business Associate may use PHI to provide features and functionality of the Services that incorporate artificial intelligence or automated processing, including generating informational outputs in response to user inputs (“AI Features”), as requested by Covered Entity or its authorized users. Such use constitutes a permitted use of PHI for purposes of providing the Services under this Agreement. Business Associate shall not use PHI to train, retrain, or improve generalized artificial intelligence models except:
(i) where such PHI has been de-identified in accordance with 45 C.F.R. § 164.514, using either the Safe Harbor method (45 C.F.R. § 164.514(b)) or the Expert Determination method (45 C.F.R. § 164.514(a)); or
(ii) as otherwise expressly permitted in writing by Covered Entity.
Business Associate may engage third-party service providers to support AI Features, provided that such providers qualify as Subcontractors and agree in writing to comply with the same restrictions and conditions applicable to Business Associate under this Agreement.
2.13 User-Directed Disclosures. Covered Entity acknowledges that users of the Services may direct the transmission of PHI to other users or third-party professionals through the Services. Such transmissions are initiated by Covered Entity or its workforce and are not disclosures made by Business Associate. Covered Entity is solely responsible for ensuring that any such disclosures comply with applicable law, including the requirement to enter into Business Associate Agreements where applicable. Users’ responsibilities with respect to PHI disclosures made through the Services, including disclosures between users without a formal organizational relationship, are further addressed in the Simvuly Clinical Communications and Third-Party Interaction Addendum. Business Associate does not control or restrict the selection of recipients of PHI transmissions initiated by users.
3.1 General. Business Associate agrees to use and disclose PHI only in a manner consistent with this BA Agreement, the Privacy Rule, or the Security Rule, and only in connection with providing the Covered Services. To the extent the Covered Services include automated or artificial intelligence-assisted functionality, Business Associate’s use of PHI in connection with such functionality shall remain subject to the limitations and protections set forth in this BA Agreement. For the avoidance of doubt, transmissions of PHI between authorized users of the Services are not disclosures by Business Associate but rather are disclosures made by Covered Entity and its workforce or authorized users.
3.2 De-identification and Aggregation. Business Associate is authorized to (i) use Provider Protected Health Information to de-identify the Protected Health Information in accordance with 45 C.F.R. § 164.514(a)-(c), and (ii) provide Data Aggregation services relating to the Health Care Operations of Provider. For the avoidance of doubt, any use of PHI for product improvement, analytics, model refinement, machine learning, or artificial intelligence purposes shall be limited to PHI that has first been de-identified in accordance with HIPAA, unless otherwise expressly permitted by applicable law and authorized by an applicable written agreement.
3.3 Management, Administration and Legal Responsibilities.
3.3.1 Business Associate may use and disclose PHI for the proper management and administration of Business Associate or to carry out its legal responsibilities.
3.3.2 Business Associate may disclose Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate, provided the disclosures are Required By Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as Required By Law or for the purposes for which it was disclosed to the person, and the person notified Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.
3.3.3 If Business Associate receives a court order, subpoena, or governmental request for documents or other information containing Provider’s Protected Health Information, if legally permissible, Business Associate will use reasonable efforts to notify Provider of the receipt of the request to provide Provider an opportunity to respond. Business Associate may comply with such order, subpoena, or request as Required by Law or permitted by law.
3.4 Reporting Violations of Law. Consistent with the requirements of 45 C.F.R. 164.502(j)(1), Business Associate may disclose PHI to report violations of law or professional or clinical standards to appropriate federal and state authorities.
4.1 Notice of Privacy Practices. Provider shall notify Business Associate of limitation(s) in its Notice of Privacy Practices, to the extent such limitation affects Business Associate’s use or disclosure of PHI.
4.2 Individual Permission. Provider shall notify Business Associate of any changes in or revocation of permission by an Individual to use or disclose PHI, to the extent such changes or revocation affect Business Associate’s permitted or required uses or disclosures of PHI.
4.3 Restrictions. Provider shall notify Business Associate of restriction(s) in the use or disclosure of PHI that Provider has agreed to, to the extent such restriction affects Business Associate’s permitted uses or disclosures of PHI.
4.4 Consents and Authorizations. Provider represents and warrants that any and all consents, authorizations, or other permissions necessary under the Privacy Rule or other applicable law (including state law) for the transmission of PHI in connection with the Covered Services and for the uses and disclosures specified in this BA Agreement and in accordance with the Terms of Service have been properly secured and communicated to Business Associate.
4.5 Marketing. Provider represents and warrants that it has obtained any and all authorizations from Individuals as necessary for any use or disclosure of PHI for its Marketing in connection with the Covered Services, unless the related communication is made without any form of remuneration (i) to describe medical services or products; (ii) for treatment of the Individual; or (iii) for case management or care coordination for the Individual or to direct or recommend alternate treatments, therapies, providers or settings.
4.6 Permissible Requests by Covered Entity. Provider shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under Subpart E of 45 C.F.R. Part 164, except with respect to uses and disclosures by Business Associate of Protected Health Information under Section 3.3 above.
4.7 Provider Responsibilities. Provider, Covered Entities and their workforce members are solely responsible for the PHI they upload, transmit, or disclose through the Services and for compliance with applicable privacy laws when using the Services. Business Associate shall not be responsible for security incidents originating from Provider or Covered Entity systems, networks, devices, or user actions outside of the Services infrastructure controlled by Business Associate. Provider represents that it is authorized to permit itself and/or its workforce members and affiliated Covered Entities to access the Services and to share PHI through the Services in accordance with HIPAA. Provider and Covered Entities remain solely responsible for maintaining designated health records and for compliance with all HIPAA obligations relating to Designated Record Sets. To the extent the Services includes automated or artificial intelligence-assisted functionality, Provider, Covered Entities, and their workforce members remain solely responsible for independently evaluating any outputs generated by such functionality and for all clinical, legal, billing, and compliance decisions made in connection therewith. Provider’s obligations with respect to clinical communications, inter-organizational arrangements, and the characterization of clinical interactions conducted through the Services are further governed by the Simvuly Clinical Communications and Third-Party Interaction Addendum, which is incorporated into the Terms of Service.
4.8 Data Quality. Covered Entity acknowledges that Business Associate does not verify the accuracy, completeness, or quality of PHI submitted to or transmitted through the Services. Covered Entity and its workforce members are solely responsible for the accuracy and integrity of PHI.
5.1 Term. The term of this BA Agreement shall commence on the date that Provider agrees to the Simvuly Terms of Service by electronically registering as a Simvuly member and shall continue in effect for as long as Provider maintains an active account, unless terminated as provided in this Section 5.
5.2 Termination for Cause. In the event either party determines that the other has materially breached a term of this BA Agreement, and such breach continues for thirty (30) days after written notice of such breach has been received, the party claiming a breach shall have the right to terminate this BA Agreement. Upon termination of this BA Agreement, Simvuly may immediately terminate Provider’s Simvuly membership.
5.3 Effect of Termination. The parties hereby acknowledge that Business Associate’s return or destruction of PHI is not feasible, and therefore, Business Associate may retain a copy of such Protected Health Information provided that: (i) the provisions of this Agreement shall continue to apply to any such information retained following termination of this Agreement; and (ii) Business Associate shall limit uses and disclosures of such PHI to those purposes that make the return or destruction thereof not feasible, for as long as Business Associate maintains such PHI.
6.1 Regulatory References. A reference in this BA Agreement to a section in HIPAA, the HITECH Act, the Privacy Rule, or the Security Rule means the section as in effect or as amended at the time.
6.2 Survival. The respective rights and obligations of the parties under Section 5.3 of this BA Agreement shall survive the termination of this BA Agreement.
6.3 Interpretation. Any ambiguity in this BA Agreement shall be resolved in favor of a meaning that permits the parties to comply with the Privacy Rule and Security Rule.
6.4 Controlling Provisions. Except to the extent specified in this BA Agreement, all of the terms and conditions governing Provider’s use of the Covered Services specified in the Terms of Service shall be and remain in full force and effect, and in the event of any conflict between this BA Agreement and such terms and conditions, this BA Agreement shall govern and control. If Provider is an employee, contractor, or other workforce member of an enterprise with whom Simvuly has also executed a Business Associate Agreement intended to cover use by the enterprise’s workforce members of the Services, that enterprise Business Associate Agreement will apply to Protected Health Information that Simvuly receives, creates, maintains, or transmits in connection with Provider’s use of those Services features as specified in the applicable Enterprise Agreement between Simvuly and the enterprise. For the avoidance of doubt, the order of precedence among Simvuly’s legal instruments in the event of a conflict is as follows: (i) with respect to HIPAA compliance and the treatment of PHI, this BAA shall govern and control over the Terms of Service and any Enterprise Agreement; (ii) with respect to commercial terms, service access, and other non-HIPAA matters, an applicable Enterprise Agreement shall govern and control over the Terms of Service; and (iii) the Terms of Service shall govern with respect to all matters not addressed by this BAA or an applicable Enterprise Agreement.
6.5 Amendment. This BA Agreement is incorporated by reference into and made a part of the Terms of Service, and as such may be amended from time to time by Simvuly as described therein, subject to applicable law. Continued use of the Services following amendment of this BA Agreement shall indicate Provider’s acceptance of such amendment.
6.6 Independent Relationship. None of the provisions of this BA Agreement are intended to create, nor will they be deemed to create, any relationship between the parties other than that of independent parties contracting with each other as independent contractors solely for the purposes of effecting the provisions of this BA Agreement and the terms and conditions governing Provider’s use of the Covered Services.
6.7 Notices. Simvuly may provide notices under this BA Agreement via email to the address associated with Provider’s account or through the Services. Provider may provide notice to Simvuly at support@simvuly.com. Notices will be deemed effective upon receipt.
6.8 Choice of Law and Jurisdiction. This BA Agreement, as well as all related disputes, shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to its conflict of law provisions, regardless of from where you access the Covered Services. You agree that the exclusive place of jurisdiction for all disputes or claims relating to this BA Agreement is Cuyahoga County, Ohio, or the United States District Court for the Northern District of Ohio, except as otherwise agreed by the parties or as described in the Arbitration Agreement set forth in the Terms of Service.
SIMVULY Clinical Communications and Third-Party Interaction Addendum
This Addendum was last updated on and is effective as of March 16, 2026.
This Clinical Communications and Third-Party Interaction Addendum (the “Addendum”) is incorporated into and forms part of the Simvuly Terms of Service (the “Terms”). Capitalized terms not defined herein have the meanings set forth in the Terms. In the event of any conflict between this Addendum and the Terms, this Addendum shall control with respect to the subject matter herein. In the event of any conflict between this Addendum and a Business Associate Agreement, the Business Associate Agreement shall control solely with respect to PHI privacy and security obligations. This Addendum is governed by the laws of the State of Ohio, without regard to its conflict of law principles, consistent with the governing law provisions of the Terms.
This Addendum applies to all use of the Services by any licensed healthcare professional or healthcare organization in connection with any communication, coordination, or information sharing involving patient care, regardless of whether such use occurs between individual providers, between organizations, or between a provider and an organization. By accessing or using the Services in any such capacity, you acknowledge and agree to this Addendum.
Simvuly provides a technology platform that facilitates healthcare provider-to-provider communications and care coordination workflows. Simvuly does not provide clinical services, does not furnish medical advice, does not diagnose or treat patients, and does not establish a physician–patient relationship with any individual.
Simvuly does not employ, contract with, supervise, or control any healthcare professional using the Services.
Simvuly does not verify, validate, or warrant the credentials, licensure, malpractice coverage, privileging status, or scope of practice of any healthcare professional using the Services, nor the accuracy, completeness, or appropriateness of any information submitted through the Services. Where Simvuly performs any identity or credential validation step as part of account registration or access, such validation is performed solely for platform access purposes and does not constitute verification of a user’s licensure status, scope of practice, or fitness to engage in any particular clinical activity.
Simvuly makes no determination as to the clinical or legal character of any communication made through the Services, including whether any communication constitutes a formal consultation, active clinical management, curbside advice, or any other category of professional activity with distinct legal or regulatory implications. Each user is solely responsible for understanding the nature and implications of their own communications under applicable law and professional standards.
Simvuly does not guarantee that any user is who they claim to be or that any user is acting within their stated role, specialty, or scope of practice in any particular interaction.
Each licensed healthcare professional using the Services is solely responsible for:
(a) all clinical judgments, recommendations, and decisions made in connection with their use of the Services, regardless of the form or informality of the communication;
(b) understanding and complying with their own licensure requirements, scope of practice, and professional obligations under the laws of any jurisdiction in which they are licensed or in which their patient is located;
(c) determining whether any communication made through the Services constitutes the practice of medicine, a formal consultation, active clinical management, or any other regulated professional activity, and conducting themselves accordingly;
(d) determining whether any communication made through the Services must be documented and, if so, whether and how it must be incorporated into a patient’s medical record, in accordance with applicable law, professional standards, and any applicable organizational policies;
(e) obtaining any required patient consent, authorization, or notification prior to sharing patient information through the Services, including under HIPAA, applicable state privacy laws, and any other applicable legal or regulatory requirements;
(f) ensuring that any patient information shared through the Services is limited to what is necessary and appropriate for the purpose of the communication;
(g) maintaining their own malpractice and professional liability coverage adequate to cover their activities conducted through the Services; and
(h) complying with all applicable federal, state, and local laws, regulations, and professional standards governing their use of the Services, including but not limited to telemedicine and cross-jurisdictional practice requirements.
Nothing in the Services or this Addendum establishes, defines, or limits the professional obligations of any healthcare professional. Simvuly does not determine and is not responsible for the scope of any provider’s clinical responsibilities in connection with any communication made through the Services.
Use of the Services does not create a care team, joint treatment relationship, or shared responsibility for patient care among users. Each healthcare professional remains solely and independently responsible for their own clinical decisions and actions.
Where the Services are used by or on behalf of a healthcare organization, medical group, health system, specialty network, or other entity (each, a “Clinical Organization”), the following additional provisions apply.
The Clinical Organization is solely responsible for:
(a) ensuring that all healthcare professionals using the Services on its behalf are appropriately licensed, credentialed, privileged, and supervised in accordance with applicable law and the organization’s own policies;
(b) establishing and maintaining any credentialing, privileging, malpractice, and supervision arrangements applicable to its affiliated providers, including in connection with any inter-organizational service arrangements;
(c) ensuring that its affiliated providers’ use of the Services complies with all applicable laws, regulations, accreditation standards, and organizational policies;
(d) determining whether its use of the Services in connection with any inter-organizational arrangement (including arrangements with other Clinical Organizations, specialty networks, or individual providers) requires a separate written agreement governing the clinical, legal, and financial terms of that arrangement, and entering into any such agreement as it deems appropriate; and
(e) ensuring that all consultation content, recommendations, and other clinical outputs generated through the Services by its affiliated providers are appropriately reviewed, documented, and incorporated into patient medical records in accordance with applicable law and the organization’s own policies.
Simvuly is not a party to any arrangement between Clinical Organizations or between a Clinical Organization and any individual provider, and bears no responsibility for the terms, existence, or absence of any such arrangement. The absence of a separate inter-organizational agreement does not alter or reduce the responsibilities of any Clinical Organization or provider under this Addendum or applicable law.
Where the Services are used to facilitate clinical services between two or more Clinical Organizations, or between a Clinical Organization and one or more individual providers, the parties acknowledge that:
(a) Simvuly is not a party to, and bears no responsibility for, any agreement (or the absence of any agreement) between Clinical Organizations, or between a Clinical Organization and any individual provider, governing the clinical, legal, or financial terms of their relationship, including scope of services, credentialing and privileging arrangements, malpractice and indemnification obligations, and medical record ownership;
(b) each Clinical Organization is independently responsible for ensuring compliance with all applicable laws in connection with the services it provides or receives through the platform, including state medical practice acts, corporate practice of medicine prohibitions, and any applicable telehealth or cross-jurisdictional requirements;
(c) in the event of any dispute between Clinical Organizations, or between a Clinical Organization and any individual provider, arising from or related to their use of the Services, Simvuly shall have no obligation to mediate, arbitrate, or otherwise participate in the resolution of such dispute, and each Clinical Organization waives any claim against Simvuly arising from such a dispute; and
(d) Simvuly’s records of communication activity (including timestamps, routing data, and message logs) are maintained solely for platform operational purposes and do not constitute an official record of any clinical encounter for medical, legal, regulatory, or billing purposes.
The Services may be used for a range of provider-to-provider communications, including but not limited to formal specialty consultations, care coordination, clinical information sharing, and informal provider-to-provider communications. The Services are not intended for urgent or emergent communications.
Simvuly makes no representation that any communication facilitated through the Services satisfies any particular clinical, legal, or regulatory standard. The routing, transmission, or facilitation of any communication by the Services does not constitute an assignment, endorsement, or clinical recommendation by Simvuly, and does not create any obligation on the part of any provider to respond or to take any clinical action.
Each provider is solely responsible for determining the appropriate nature, scope, and follow-through of any communication they initiate or receive through the Services, including whether an informal communication requires escalation, formal documentation, or direct patient management.
The receipt of any communication through the Services does not create any duty or obligation for any user to review, respond to, act upon, or follow up on such communication. No user shall rely on the availability, responsiveness, or participation of any other user through the Services for purposes of patient care.
Any routing, matching, or facilitation of communications by the Services is based on platform functionality and user inputs and does not constitute assignment of clinical responsibility, referral, or recommendation by Simvuly.
Simvuly does not guarantee the delivery, timing, or receipt of any communication transmitted through the Services.
Users acknowledge that they may not rely on any other user’s participation, availability, or input through the Services for purposes of patient care and must independently verify all information obtained.
Simvuly is not a system of record and does not create or maintain a Designated Record Set as defined under HIPAA.
Simvuly is not responsible for:
(a) the creation, accuracy, completeness, or legal sufficiency of any clinical documentation generated in connection with use of the Services;
(b) determining whether any communication or output generated through the Services constitutes a medical record or a component thereof that must be retained or incorporated into a patient’s record;
(c) maintaining, archiving, or producing official patient medical records;
(d) responding to requests for access, amendment, or accounting of disclosures relating to medical records;
(e) retaining clinical content for any period required by applicable law, accreditation standards, or organizational policy. Each user and Clinical Organization is solely responsible for exporting and preserving any content required for their own medical record retention obligations, and for doing so prior to any termination or expiration of their access to the Services; or
(f) how information obtained through the Services is interpreted, documented, or used in any medical record or clinical workflow.
To the extent the Services are used to transmit Protected Health Information (“PHI”), Simvuly acts as a Business Associate or subcontractor Business Associate, as applicable, and processes PHI solely to provide the Services in accordance with the applicable Business Associate Agreement and applicable law.
Each user is independently responsible for ensuring they have a lawful basis under HIPAA and all applicable state privacy laws for any disclosure of PHI made through the Services, including but not limited to any disclosure to another provider, organization, or specialist. This responsibility applies regardless of whether the disclosing and receiving parties have a formal organizational relationship, a shared patient relationship, or no pre-existing relationship at all. Each user who receives PHI through the Services is independently responsible for handling that information in accordance with all applicable law, including HIPAA and applicable state privacy laws, regardless of whether a formal relationship exists between the sender and the recipient. Simvuly’s facilitation of any transmission does not constitute a representation that any such disclosure or receipt is lawful.
Users and Clinical Organizations are solely responsible for ensuring that any PHI disclosed through the Services is limited to the minimum necessary for the purpose of the communication, and complies with HIPAA, applicable state privacy laws, and all other applicable legal and regulatory requirements, including any state laws governing particularly sensitive categories of health information such as mental health, substance use, reproductive health, or genetic information.
The Services may include artificial intelligence or automated assistance features.
Such features are provided solely as assistive tools to support clinician documentation and workflow efficiency. They do not constitute clinical decision support as defined under applicable FDA or ONC regulations, do not establish a standard of care, and are not a substitute for professional medical judgment. Simvuly makes no representation that AI-generated outputs are accurate, complete, current, or appropriate for any specific patient, clinical context, or jurisdiction.
Each user is solely responsible for independently evaluating any output generated by AI features before relying on it in any clinical context. Clinical Organizations are responsible for establishing internal policies governing their affiliated providers’ use of AI-assisted features, including any patient disclosure obligations required by applicable law.
The Services may be used by healthcare professionals who do not have a pre-existing contractual, employment, or formal clinical relationship with one another or with the same organization. Simvuly does not create, require, or verify the existence of any such relationship. Each user is solely responsible for determining whether their use of the Services, including any exchange of patient-related information or clinical input, is permitted under applicable law, professional obligations, and organizational policies.
The nature and legal character of clinical interactions facilitated through the Services may vary depending on applicable law, including state-specific requirements, scope of practice rules, licensure requirements, and the specific clinical context. Simvuly does not determine whether any interaction constitutes the practice of medicine, a formal consultation, active clinical management, or informal professional communication, and makes no representation that any particular interaction satisfies any clinical, legal, or regulatory standard applicable to any user. Users are solely responsible for ensuring that their use of the Services complies with all applicable legal and professional requirements in every jurisdiction in which they practice or in which their patients are located.
Simvuly does not designate, label, or enforce whether any interaction constitutes a formal consultation, informal communication, or other category of clinical engagement. Any such characterization is determined solely by the participating users and applicable law.
Nothing in this Addendum creates any partnership, joint venture, agency, or employment relationship between Simvuly and any user, provider, or Clinical Organization.
No user, provider, or Clinical Organization acts as an agent of Simvuly. Simvuly is not responsible for the acts, omissions, communications, or clinical decisions of any user, provider, or Clinical Organization in connection with their use of the Services.
All information shared through the Services, including any Protected Health Information, is disclosed solely at the direction of users. Simvuly does not initiate, direct, control, or determine the content, scope, timing, or recipients of any such disclosures.
Simvuly’s role is limited to providing the technical means by which users may transmit information. Users are solely responsible for determining whether any disclosure is appropriate, lawful, and compliant with applicable privacy, security, and professional obligations.
Simvuly may update this Addendum from time to time in accordance with the Terms of Service. Continued use of the Services following notice of any update constitutes acceptance of the revised Addendum.
