Industry-leading security and workflows for physicians
No SPAM. We do not sell your email address or cell phone number to anyone. We do not sell patient information.
You’re in Control. We connect members to engage in advice and just like any other medical service, you: (1) may bill insurance (although individual insurers may or may not reimburse for this service and/or for specific physicians); (2) are under the scope of your practice, including any liability insurance, and applicable rules, laws and regulations; and (3) use best clinical judgement (we do not monitor or review any content shared).
Do the Right Thing. Do not put other members’ names in a medical record or other documentation unless express consent has been provided by that individual for that purpose. Provide accurate patient insurance information as members are only compensated for advice through billing insurance. Follow our community values to provide constructive and positive advice and communications.
No Change to Provider-Patient Relationship. The member requesting advice retains the sole patient relationship, treatment authority, point of care and responsibility for their patient, the patient’s care and all steps, regarding treatment, including whether to follow advice. While members may provide advice, that advice is never a substitute for the requesting member’s judgment and should never be used to offer care for which that member is not comfortable providing.
Follow Applicable Requirements. Just like any other service, insurers may have varying requirements (such as documentation of patient consent, patient financial disclosure, minimum time requirements, etc.) and/or patient copayments for one or both members. We make efforts to accommodate and inform members on best practices based on our best understanding. Any advice and insurance requirements as well as related actions or documentation are at your discretion. If you have any questions about how to best meet these requirements, please contact us.
How we Handle Patient Information. Patient insurance information, which may contain protected health information (“PHI”), may be shared on Simvuly between members to support billing insurance. Unless otherwise notified, you should not upload PHI such as in questions, answers or other comments and communications. Any PHI on Simvuly, either as or on behalf of a covered entity under the Health Insurance Portability and Accountability Act (HIPAA), will be handled in accordance with the Simvuly BAA or our BAA with the relevant covered entity, as applicable. If you have any questions about how Simvuly uses Patient Information, please contact us.
How to contact us
If you have questions or comments about any of Simvuly’s policies, please email us at support@simvuly.zendesk.com.
PRIVACY POLICY
This Privacy Policy was last updated on and effective as of April 10, 2025.
Our Policy
Welcome to the web site (the “Site”) of Simvuly LLC (“Simvuly”, “we”, “us” and/or “our”). This Site is operated by Simvuly and has been created to provide information about Simvuly and our medical information and consultation platform, and related services, (together with the Site, the “Services”) to our Service visitors (“you”, “your”). This Privacy Policy sets forth Simvuly’s policy with respect to information including personally identifiable data (“Personal Data”) and other information that is collected from visitors to the Site and Services. Any patient information that you provide to us in connection with your use of the Services that we make available to registered Simvuly members (“Patient Information”), will be used solely to provide the associated services to you, associated third parties (such as other Simvuly members for the purposes of advice) and your patient, as applicable. By accessing or using the Services, you acknowledge that you have read, understand, and agree to be bound by this Privacy Policy and our terms of service. If you do not agree to these terms, do not use the Services.
Information We Collect
When you interact with us through the Services, we may collect Personal Data and other information from you, as further described below:
Personal Data That You Provide Through the Services: We collect Personal Data, such as email addresses, personal, financial, or demographic information from you when you voluntarily provide us with such information, such as (but not limited to) when you contact us with inquiries, fill out on-line forms, respond to one of our surveys, respond to advertising or promotional material, register for access to the Services or use certain Services. Wherever Simvuly collects Personal Data we may make an effort to provide a link to this Privacy Policy. When you post a comment on a discussion board or other public forum, your Personal Data may be displayed within the forum along with your comment. Information that you post within a public forum is public information and may be used by us and third parties.
By voluntarily providing us with Personal Data, you are consenting to our use of it in accordance with this Privacy Policy. If you provide Personal Data to the Services, you acknowledge and agree that such Personal Data may be transferred from your current location to the offices and servers of Simvuly and the authorized third parties referred to herein located in the United States.
Member Account: When you register a Simvuly account and become a Simvuly member, we require you to provide certain personal information that may vary. Simvuly members may provide their email address, and provide certain information, such as specialty licensed by certain state(s). To enhance the accuracy and integrity of the Simvuly network, we may require registering members to verify their identity and credentials, which may involve attestation by third party organizations, answering identity verification questions and/or sharing a copy of their personal or professional identification or other relevant documentation with Simvuly or our third party identity verification partners. While we take steps to verify that Simvuly members are actually the individuals they claim to be, we make no guarantee as to any member’s identity, professional credentials or licensure status.
Communications Tools: The Services include secure communication tools that enable our members to communicate with each other and with third parties. We collect information about usage of these tools. If you are an employee, contractor, or other workforce member of a covered entity with whom Simvuly has executed an enterprise agreement intended to cover use by the enterprise’s workforce of the Services, we may share information about your use of that tool with that covered entity. As described above, any Patient Information that you provide us in connection with your use of the Services will be used solely to provide the associated services to you, associated third parties (such as other Simvuly members for the purposes of advice) and your patient, as applicable.
If you act as or on behalf of a “covered entity” under the Health Insurance Portability and Accountability Act (HIPAA) and choose to transmit protected health information subject to HIPAA in connection with your use of the Services, this information will be handled in accordance with the Simvuly Business Associate Agreement incorporated by reference into the Simvuly Terms of Service or our Business Associate Agreement with the relevant covered entity, as applicable.
Other Information
In addition to your personal information that you provide to us directly, we collect a variety of personal information automatically when you use the Services through the use of cookies and similar technologies (e.g., pixels, web beacons and device identifiers), which we refer to as “Log Data” as further described in the “Cookies and Similar Technologies” section below. Log Data includes activity information such as the date and time that you access one of our sites or apps, and whether you view, click or otherwise interact with content, including articles, links, advertisements promoting the products and services of Simvuly or our customers, open or click a link in one of our emails, conduct a search on one of our websites, share an article displayed in your newsfeed, or send, receive, or engage with a message sent through the Service. We may use technology that maintains a record of the Log Data collected during your browsing session. We collect device information including your IP address (which is a unique numerical address that identifies your device when you access the Internet), your browser and device type and model, operating system, your ISP and mobile carrier, your advertising ID (which is a unique, user-resettable identification number associated with a mobile device), other unique identifiers associated with your computer or mobile device, and the URL of the site from which you access our site.
The use of these technologies helps us serve you better by understanding what you’re interested in, tracking trends, measuring the effectiveness of our content, including ads, and saving your preferences. For information about how you can manage your cookie preferences, refer to the “Choices Regarding Personal Information” section, below.
Third-Party Analytics: We may allow third party service providers to use cookies, tracking pixels, identifiers for mobile devices, or similar technologies to collect information about your browsing activities over time and across different websites during and/or following your use of the Services that do not require user authentication. These companies, such as Google Analytics (www.google.com/policies/privacy/partners/) may use non-personally identifiable information about your visits to other websites, together with non-personally identifiable information about your purchases and interests from other online and offline sources, to provide ads about goods and services of interest to you. The use and collection of information by these service providers is governed by their respective privacy statements and thus is not covered by this Privacy Policy.
Information Obtained From Third Party Sources: We may obtain information from third party sources, including government agencies, publicly available databases, professional associations, publications, employers, our business partners, service providers, customers, and other Simvuly members. We may obtain email addresses that we use to promote the Service to members and potential members, and prescribing and claims data that we may use to personalize content, including advertising. We also may obtain information from third parties about our members’ use of their properties that enables us to deliver targeted advertisements and other sponsored content to those members when they are on those third party properties.
Cookies and Similar Technologies
We and our service providers and partners, as described above, use various tools to collect data when you visit our sites and apps, including cookies, pixel tags, and other similar technologies. These technologies enable us to track usage of the Services and to enhance the user experience by providing a more relevant and personalized online experience. A cookie is a small data file that is sent to a user’s browser when visiting a website. It is stored, accessed and maintained on the computer’s hard drive or on a tablet or mobile device. A cookie contains a unique number that allows a website to recognize a particular user’s device each time that user visits the website so they don’t need to log in each time they visit and their preferences can be stored. Cookies enable us to measure the use and effectiveness of our content, track user trends, monitor and stabilize our websites, and improve the quality of the Services and content personalization (including ads) both on Simvuly and third party sites.
Most browsers can be set to reject all cookies, including third party cookies, however, if you choose to reject our cookies, your ability to access and use the Services will be limited. We and our partners also use pixel tags, often in conjunction with cookies. Pixel tags are small pieces of code that are embedded on web pages and apps in order to provide us with information about how our sites and apps are used. We also include pixel tags in our emails to inform us whether the recipient has opened those emails and/or clicked on links in those emails.
Our Use of Your Personal Data and Other Information
Simvuly uses the Personal Data you provide in a manner that is consistent with this Privacy Policy. If you provide Personal Data for a certain reason, we may use the Personal Data in connection with the reason for which it was provided. For instance, if you contact us by email, we will use the Personal Data you provide to answer your question or resolve your problem. Also, if you provide Personal Data in order to obtain access to the Services, we will use your Personal Data to provide you with access to such services and to monitor your use of such services. Simvuly and its subsidiaries and affiliates (the “Related Companies”) may also use your Personal Data and other personally non-identifiable information collected through the Services to help us improve the content and functionality of the Services, to better understand our users and to improve the Services. Simvuly and its affiliates may use this information to contact you in the future to tell you about services we believe will be of interest to you. This includes contacting you for marketing and promotional purposes by various means, including email, mail, and telephone. If we do so, each marketing communication we send you will contain instructions permitting you to “opt-out” of receiving future marketing communications. Operational and other non-marketing communications regarding use of the Services will not contain “opt out” instructions. In addition, if at any time you wish not to receive any future marketing communications or you wish to have your name deleted from our mailing lists, please contact us.
If Simvuly intends on using any Personal Data in any manner that is not consistent with this Privacy Policy, you will be informed of such anticipated use prior to or at the time at which the Personal Data is collected.
Simvuly Profiles and Member Accounts: We may use your information to create and update your professional profile, which may be publicly viewable regardless of whether you have registered a Simvuly account, to create and maintain your Simvuly member account if you choose to register, and to support and respond to your inquiries and requests. Simvuly profile may also be available to other Simvuly members.
Our Disclosure of Your Personal Data and Other Information
There are certain circumstances in which we may share your Personal Data with certain third parties without further notice to you, as set forth below:
Business Transfers. As we develop our business, we might sell or buy businesses or assets. In the event of a corporate sale, merger, reorganization, dissolution or similar event, Personal Data may be part of the transferred assets.
Service Providers. We may share your information with third parties that help us provide the Services and operate our business, including in the areas of website, app and database hosting and maintenance, telecommunications, information security, fraud detection and prevention, email management, data analytics, marketing, advertising, market research, payment fulfillment, member support, and identity and professional credential verification.
Other Simvuly members. We may share your Personal Data and Patient Information with other SImvuly members and/or their designated contacts for the purposes of the Services, for example to engage in advice and related billing to insurance.
If you engage in social actions, e.g., by liking or commenting on advice, those activities may be shared with other Simvuly members and/or publicly. Also, we may include social widgets on our sites and apps that enable you to interact with the associated social media services, e.g., to share an article, and in connection with such interaction these third parties may collect personal information about you. You may be able to manage your privacy preferences directly with the applicable social network platform.
Advertising Partners. We may work with third party partners to serve advertising for us on third party sites and to evaluate the effectiveness of our advertising. These third parties use cookies and similar technologies to collect information about your use of our sites, other sites and online services over time, including certain Log Data and/or Personal Data described above, so they can display our ads to you on other sites and apps. For example, if you visit Simvuly and also use a social media platform, you may see a Simvuly ad in your social media newsfeed. We also work with third party partners to develop custom audiences to whom our ads can be delivered outside of Simvuly. For example, we may provide hashed versions of member email addresses to Facebook who then matches it to the corresponding Facebook member accounts to create a Simvuly “Custom Audience” on Facebook, to which it can target Simvuly ads. These activities, known as interest-based advertising, are intended to make the ads you see online more relevant to your interests. Please see the “Choices Regarding Personal Information” section below for information about opting out of interest-based based advertising.
With Your Consent. We also may share your personal information with a third party in a manner not addressed by this policy with your consent.
Related Companies
We may also share your Personal Data with our Related Companies for purposes consistent with this Privacy Policy.
Agents, Consultants and Related Third Parties: Simvuly, like many businesses, sometimes hires other companies to perform certain business-related functions. Examples of such functions include mailing information, maintaining databases and processing payments. When we employ another entity to perform a function of this nature, we only provide them with the information that they need to perform their specific function.
Legal Requirements: Simvuly may disclose your Personal Data and/or Log Data if required to do so by law or in the good faith belief that such action is necessary to (i) comply with a legal obligation, (ii) protect and defend the rights or property of Simvuly, (iii) act in urgent circumstances to protect the personal safety of users of the Services or the public, or (iv) protect against legal liability.
California
The California Consumer Privacy Act provides California consumers with the right to obtain from Simvuly information about the personal information about you that we collect, use, and disclose. You can exercise your rights 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. Children under the age of 13, or equivalent minimum age in the relevant jurisdiction, are not permitted to use our services.
Your Choices
You can visit the Site without providing any Personal Data. If you choose not to provide any Personal Data, you may not be able to use certain Services.
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.
Links to Other Web Sites
This Privacy Policy applies only to the Services. The Services may contain links to other web sites not operated or controlled by Simvuly (the “Third Party Sites”). The policies and procedures we described here do not apply to the Third Party Sites. The links from the Services do not imply that Simvuly endorses or has reviewed the Third Party Sites. We suggest contacting those sites directly for information on their privacy policies.
Security
Simvuly takes reasonable steps to protect the Personal Data and Log Data provided via the Services from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. However, no Internet or email transmission is ever fully secure or error free. In particular, email sent to or from the Services may not be secure. Therefore, you should take special care in deciding what information you send to us via email. Please keep this in mind when disclosing any Personal Data to Simvuly via the Internet. You should take steps to protect against unauthorized access to your password, phone, and computer by, among other things, signing off after using a shared computer, choosing a complex password that nobody else knows or can easily guess, and keeping your log-in credentials private. We are not responsible for any lost, stolen, or compromised passwords or for any unauthorized account activity.
Data Retention
We will retain your personal information for at least the period reasonably necessary to fulfill the purposes outlined in this privacy policy, unless a longer retention period is required or permitted by law. If we delete some or all of your personal information, we may continue to retain and use aggregate or anonymous data previously collected and/or aggregate or anonymize your personal information.
Choices Regarding Personal Information
Your Account and Profile Information. If you have registered a Simvuly account, you may update certain personal information or to close your account, please contact us.
Opting Out of Marketing Emails. You may opt-out of receiving marketing emails from Simvuly at any time by opting out via the link the email footer or contacting us. Please be aware that you cannot opt-out of receiving service messages from us including security and legal notices.
Controlling Cookies and Interest-based Advertising. If you would prefer not to accept cookies, visit the “help” section of your browser to learn about cookie preferences and other privacy settings that may be available. Most browsers will allow you to: (i) change your browser settings to notify you when you receive a cookie, which lets you choose whether or not to accept it; (ii) disable existing cookies; or (iii) set your browser to automatically reject cookies. Note that rejecting cookies will not prevent device identification and related data collection from occurring. Also, if you choose to reject cookies, your access to some functionality and areas of the Service may be restricted. For additional information about cookies visit http://www.allaboutcookies.org.
We may use Google Analytics to recognize you and link the devices you use when you visit the Service on your browser or mobile device. Google Analytics allows us to better understand how our users interact with the Service and to tailor our content to you. For information on how Google Analytics collects and processes data, as well as how you can control information sent to Google, review Google’s site “How Google uses information from sites or apps that use our services” currently located at http://www.google.com/policies/privacy/partners.You can learn about Google Analytics’ currently available opt-outs, including the Google Analytics Browser Ad-On here https://tools.google.com/dlpage/gaoptout.
You can learn more about managing your preferences for interest-based ads online, particularly for many third-party advertising networks, by visiting the Network Advertising Initiative, http://optout.networkadvertising.org/?c=1, and the Digital Advertising Alliance, http://optout.aboutads.info/?c=2&lang=EN. Note that even if you opt-out from interest-based advertising through these organizations’ tools, cookies may still be used to collect data for purposes other than interest-based advertising, including analytics. Also, you will still see ads, but they will not be targeted based upon the information collected through these tracking technologies. When using the preferences and opt-out settings described above, you will need to apply them on every device and on every browser from which you wish to opt-out. Because some of these settings rely on a cookie that stores your preferences, if you delete or clear your browser’s cookies, you may need to opt-out again. You can also control interest-based advertising on your mobile device by enabling the “Limit Ad Tracking” setting on your iOS device or “Opt out of Ads Personalization” on your Android devices.
Some Web browsers incorporate a “Do Not Track” feature that signals to websites that you visit that you do not want to have your online activity tracked. Each browser communicates “Do Not Track” signals to websites differently, making it unworkable to honor each and every request correctly. We do not respond to “Do Not Track” signals at this time.
Other Agreements, Terms and Conditions
Your access to and use of the Services is subject to any additional agreements, terms and conditions between you and Simvuly.
Changes to Simvuly’s Privacy Policy
The Services and our business may change from time to time. As a result, at times it may be necessary for Simvuly to make changes to this Privacy Policy. Simvuly reserves the right to update or modify this Privacy Policy at any time and from time to time without prior notice. Please review this policy periodically, and especially before you provide any Personal Data. This Privacy Policy was last updated on the date indicated above. Your continued use of the Services after any changes or revisions to this Privacy Policy shall indicate your agreement with the terms of such revised Privacy Policy.
Access to Information; Contacting Simvuly
To keep your Personal Data accurate, current, and complete, please contact us. We will take reasonable steps to update or correct Personal Data in our possession that you have previously submitted via the Services.
Service Visitors from outside the United States
Simvuly and its servers are located in the United States and are subject to the applicable state and federal laws of the United States. The Simvuly Service is not intended for users outside of the United States and non-US healthcare professionals are not eligible for Simvuly membership. Those who choose to access the Services do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. We may limit the Services’ availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion. We do not represent or warrant that the Services, or any part thereof, are appropriate or available for use in any other jurisdiction. If you choose to access or use the Services, you consent to the use and disclosure of information in accordance with this Privacy Policy and subject to such laws.
TERMS OF SERVICE
This Terms of Service was last updated on and effective as of April 10, 2025.
INTRODUCTION
Welcome to Simvuly, an advice network and professional resource for United States healthcare professionals. By registering as a Simvuly member or otherwise accessing or using any of our websites or mobile applications, including any related services (collectively the “Service” or “Services”) inclusive of our platform that facilitates exchange of information between healthcare professionals (the “Platform”), whether as a registered member or an unregistered visitor, you are entering into a legally binding contract with Simvuly LLC (“Simvuly,” “we,” “us,” or “our”). The following Terms of Service (these “Terms”) govern your access to and use of the Service.
Simvuly is a network. We cannot provide the Services or perform the agreement described in these Terms without processing personal information about you and other users of the Service. Processing this information is essential to the Services that we provide and a necessary part of our performance of our agreement with you.
By accessing the Service, you acknowledge that you have read and understand these Terms, and that you agree to be bound by them. If you do not agree to be bound by these Terms, do not access the Service.
PLEASE NOTE THAT BY AGREEING TO THESE TERMS, YOU AGREE TO RESOLVE ALL DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AS FURTHER DESCRIBED IN SECTION 9 – GOVERNING LAW; DISPUTE RESOLUTION.
IMPORTANT DISCLAIMERS AND NOTES
(1) You acknowledge and agree that:
(2) You represent and warrant that you are a (a) healthcare professional eligible for interprofessional consults of certain specialty licensed in certain state(s) and will notify us in case there are any change or (b) personnel of a medical practice on behalf of the former. You acknowledge and agree
(3) You agree to access and use the Services and all data and content accessed through the Platform for permitted purposes, and solely as permitted pursuant to the Health Insurance Portability and Accountability Act of 1996 and the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009, Pub. Law No.111-5, and their implementing regulations (as amended from time to time, “HIPAA”).
(4) You acknowledge and agree that you will use the Services only in a manner that complies with all HIPAA, federal, and state privacy and security laws and requirements and with the Business Associate Agreement entered into by and between us and you. In accordance with HIPAA, if the data or other information you input into the Services includes protected health information (“PHI”), you will provide only the minimum necessary PHI and only for permitted uses and disclosures, pursuant to 45 C.F.R. § 164.502. You will only input PHI into fields specifically designated as PHI- permitted fields on the Services, including to ensure your questions or request for advice and answers or advice that you enter does not contain protected health information (PHI) or any information that violates the privacy of any person unless explicitly stated that this is allowed. If you receive or provide any PHI or other patient identifiable information through the Platform in violation of HIPAA or any other federal or state privacy or security laws, you will immediately notify us, and you will immediately return or securely destroy all such information.
2. THE SIMVULY SERVICE
A. Eligibility and Prohibited Activities
By registering for the Service, you certify that you are at least 18 years of age or older and a United States physician or other healthcare professional eligible for interprofessional consults of certain specialty licensed in certain state(s) and the information you provide to us in connection with your account registration, including your professional credentials, is accurate and complete, and Simvuly may use such information to provide the Service.
Simvuly is a United States company. Your information is stored within the United States. The Services are designed specifically for users in the United States. We do not target users in other jurisdictions and we make no claims that the Service or any associated content is appropriate for users located outside of the United States.
You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:
Additionally, you agree not to:
A. User Content Standards
You may submit content and other information to the Service in a variety of ways (“User Content”). You agree that you are solely responsible for your User Content, including its legality, reliability, accuracy, and appropriateness, your User Content complies with these Terms, and you have all rights in your User Content as necessary to grant the license granted herein. You acknowledge and agree that your User Content may be represent the practice medicine and you make good faith efforts to ensure the accuracy and quality of your User Content and do so at your own risk under the scope of your practice, including any liability insurance. You represent and warrant that you are legally authorized to provide your User Content.
You agree that your User Content will not:
If you believe that any content displayed on the Service violates your copyright, refer to Section 7 (Claims Regarding Copyright Infringement) for instructions on sending us a notice of copyright infringement.
While Simvuly is not responsible for User Content, we may, but have no obligation to, monitor, review or edit User Content. In all cases, we reserve the right to remove any User Content for any or no reason, including User Content that we determine in our sole discretion violates these Terms, threatens the personal safety of our users or the public, or could create liability or reputational harm for Simvuly. We may take these actions without prior notification to you, and shall have no liability as a result of any such action.
B. Use of the Service
The Service is intended for use by healthcare professionals. The content and information made available through the Service are provided for informational purposes only and are not intended as a substitute for your professional judgment or decision-making responsibility, including when diagnosing or treating patients. We do not guarantee the accuracy or reliability of this content and information. You are solely responsible for evaluating the accuracy, completeness, and appropriateness for your intended purposes of all content and information that you obtain through the Service, and your decision to rely on such information and content is at your own risk.
The healthcare professional requesting advice retains the sole provider-to-patient relationship, treatment authority, point of care and responsibility for their patient, the patient’s care and all steps, regarding treatment. While other healthcare professionals may provide advice, that advice is never a substitute for the requesting healthcare professional’s judgment and should never be used to offer care for which that healthcare professional is not comfortable providing. The requesting healthcare professional decides whether to follow the advice.
Any generative AI tools provided through the Service are for informational purposes only and are not intended to be used as clinical decision support tools or for diagnosing, preventing, or treating any medical condition.
By using the AI tools, you confirm that you have obtained all necessary consents and authorizations from your employer, patient, or other relevant parties, including consents required under HIPAA or other applicable privacy laws.
You agree that neither Simvuly nor any Simvuly business partner, including any customer or licensor, is responsible for any decisions made based on content or information obtained through your use of the Service, nor liable for any related claim, loss, or damages.
Simvuly is not engaged in the practice of medicine, the provision of any healthcare services to patients, or diagnostic services. Simvuly does not recommend, endorse, or provide any advice regarding specific drugs, tests, healthcare providers, treatments, products, procedures, opinions, “off-label” drug uses, or other information that may be mentioned in the Service, and we assume no responsibility for such information. If you are an employee, contractor, or other workforce member of an enterprise with whom Simvuly has executed an enterprise agreement intended to cover use by the enterprise’s workforce of a particular paid Service (an “Enterprise Agreement”), as specified therein, then to the extent of a conflict between a term of the Enterprise Agreement and these Terms, the Enterprise Agreement will govern your use of the paid Service.
As a Simvuly member, you will may access to participate in advice in the event such opportunities arise. Participation is free and may generate claims that your practice may bill to insurance. As a Simvuly member, Simvuly (or its service providers or affiliates on Simvuly’s behalf) may contact you multiple times via any and all contact information that you provide. You may only join Simvuly once and therefore membership is personal to you and is not transferable to any other person. Simvuly has the right to refuse anyone inclusion as a member.
Simvuly has limited control or review over User Content, which is generated by the third parties. As a result, Simvuly does not have a primary obligation for adverse event (“AE”) reporting that may be required. Simvuly HAS NO ACCESS TO ANY INFORMATION REGARDING ANY AE THAT MAY BE SUBMITTED AS PART OF ANY REALTIME RESPONSE AND THEREFORE HAS NO LIABILITY FOR ANY AE REPORTING. ANY SIMVULY CUSTOMER IS SOLELY RESPONSIBLE FOR COMPLYING WITH ITS OWN AE REPORTING PROCEDURES AND COMPLYING WITH APPLICABLE LAWS AND REGULATIONS REGARDING AE. However, Simvuly may assist with follow up to the Services as may be requested by the Simvuly customer as such customer deems necessary via customer’s compliance with AE reporting obligations and its Simvuly Enterprise Agreement.
We may collect, use, transfer, sell, and disclose non personal information and customer usage data for any purpose including commercial uses without notice.
C. Service Availability
We make reasonable efforts to keep all of the Services fully operational, however we may encounter technical difficulties or engage in maintenance or updates to the Services that may cause temporary interruptions. We reserve the right, at any time, to modify, suspend or discontinue any Service or functions and features of a Service, without liability to you, except that if we discontinue a Service for which you have purchased a subscription, we will give you a prorated refund of your subscription fees. You understand and agree that Simvuly has no obligation to provide any specific content through the Service and Simvuly may, from time to time, remove any content without notice, at our sole discretion. We reserve the right, at any time in our sole discretion, to limit the availability and accessibility of the Services to any person, geographic area or jurisdiction we so desire.
D. Your Simvuly Account
You agree to: (1) choose a strong password, and keep it secure and confidential; (2) not permit others to use your login credentials to access your Simvuly account; and (3) refrain from accessing another Simvuly member’s account. You agree you are solely responsible for your account. If you believe there has been unauthorized access to your account, you must change your username and password and notify us immediately. To close your account, please contact us. As between you and others (including your employer), your account belongs to you. However, if you use a paid Service pursuant to an Enterprise Agreement, as described above, that enterprise will have the right to control access to and obtain reports on your use of the paid Service.
E. Privacy
The Simvuly Privacy Policy explains how we collect, use and share personal information in connection with your use of the Service. We encourage you to read our Privacy Policy carefully because by accessing and using the Service in any way, you consent to the handling of your personal information as described in the Simvuly Privacy Policy. Note that we may update our Privacy Policy from time to time, as described therein. If you are a “covered entity” under HIPAA and choose to transmit protected health information subject to HIPAA using the Services that we identify as appropriately secure for that purpose, such as our advice network, you and Simvuly agree that such information will be handled in accordance with the Simvuly Business Associate Agreement which is incorporated into these Terms by reference.
G. Third Party Services
The Service includes links to and other integrations with third party services (such as pager services) (collectively, “Third Party Services”). You are responsible for evaluating whether you want to access or use a Third Party Service, and agree that our inclusion of a link to or integration with a Third Party Service in no way constitutes our affiliation with or endorsement of such Service. We do not operate or control any Third Party Service, and they are governed by their respective terms of service and privacy policies, which you should review prior to use. Simvuly disclaims any liability for the actions or omissions of Third-Party Service providers and does not warrant their compliance with applicable laws or standards. By accessing any Third Party Service through the Service, you agree to assume all risks associated with use of that Service. This includes, but is not limited to, the risk that the Third Party Services may not comply with relevant laws, such as HIPAA.
A. Member Communication Tools
Members may use the Services to communicate information in a variety of ways. We authorize you to use these tools for clinical, non-commercial purposes, unless otherwise expressly approved by Simvuly. You are solely responsible for your interactions with other Simvuly users and ensuring the content you share complies with these Terms. Simvuly reserves the right, but has no obligation, to monitor disputes between you and other users and respond as necessary to enforce these Terms.
Please note that any information you share through your newsfeed or profile (subject to certain privacy settings) will be seen by others, and may be used and re-shared by such users on and outside of Simvuly, so be mindful as to what you choose to share, and do not share in this manner any content or information that is confidential, that you do not want others to see or use, or that is subject to third party rights. SIMVULY IS NOT RESPONSIBLE FOR A USER’S USE, MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST, UPLOAD, OR TRANSMIT VIA THE SERVICE UNLESS OTHERWISE EXPRESSLY AGREED BY SIMVULY PURSUANT TO A SEPARATE WRITTEN AGREEMENT.
B. Communications from Simvuly
By registering as a Simvuly member, you agree to receive communications from Simvuly related to the Services based on the contact information you provide us, including through our messaging tools and email. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service. You may opt-out of receiving certain communications from Simvuly as described in our Privacy Policy.
A. Proprietary Rights
Our websites, mobile apps, and their content, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Simvuly, our licensors, or other providers of such materials, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The name Simvuly, the Simvuly logo and other Simvuly logos and product and service names are the exclusive trademarks of, and are owned by, Simvuly, and you may not use or display such trademarks in any manner without Simvuly’s prior written permission. Any third party trademarks or service marks displayed on the Services are the property of their respective owners. Your use of the Services grants you no right to reproduce, license or otherwise use any such trademarks, logos or other proprietary marks.
As between you and us, we and/or our third party providers own the all information and data, text, photographs, audio, video and other materials and content available through the Services (collectively, “Services Content”), and you are granted only a limited right to use the Services and Services Content for purposes of facilitating health care to your Patients. We and our licensors exclusively own all rights, title and interests (including all intellectual property rights) in and to the Services, Services Content and all components thereof. We grant you a limited, non-exclusive, non-transferable right and license to access and use the Services, solely for your personal, non-commercial use.
B. License to Use the Services
Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-assignable, non-sublicensable, non-transferable license to access the Services and to view the information and materials made available through the Services, including User Content, solely for your personal or professional non-commercial use such as for engaging in advice for patient care anticipated to be billed to insurance, unless otherwise agreed by Simvuly, and only as permitted by the features of the Services. Any other use of the Services is strictly prohibited and a violation of these Terms. We reserve all rights not expressly granted in these Terms, including, without limitation, title, ownership, intellectual property rights in the Services, including any content made available through the Services, and our consent to your use of the Services does not impair those rights in any way. For the avoidance of doubt, you are not granted a right to re-use or re-publish any content made available through the Services including, without limitation, User Content, without the express written permission of Simvuly or such user, as applicable.
You may not (nor may you permit others to):
C. Your License to Simvuly
Unless otherwise agreed by you and Simvuly, any original content you submit to Simvuly, including advice or communications to other Simvuly members or comments on other cases, is the property of Simvuly, and you may choose to make it available to others on the Services. By posting, uploading or otherwise submitting content and other information to the Service, you grant Simvuly a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicensable, royalty-free, fully-paid up license to copy, prepare derivative works from, improve, distribute, publish, remove, retain, add, process, analyze, index, tag, use and commercialize such content and other information in any media, form or format now known or hereafter developed, in any manner that is consistent with the Simvuly Privacy Policy and applicable law. By submitting ideas, suggestions, or other feedback to Simvuly, you agree that we can use, share and commercialize such feedback for any purpose without restriction and without any obligation to make any compensation to you.
You agree that we may use your User Content for the purposes for which you provided it. The primary use of your User Content is to display it on the Services for the purposes for which you provided it (e.g., seeking or providing feedback for patient care), and we have the right to use, store, display, perform and distribute your User Content for that purpose. We may also use your User Content to review performance, quality and effectiveness of the Services, to perform data analysis, and we may take screen shots or frame certain areas of the Site for marketing and promotional purposes, and you agree that we and our service providers may use your User Content in this way. We also retain full ownership rights over any PHI de-identified in accordance with HIPAA. You agree that you will pay and indemnify us for all losses, liabilities, damages costs and expenses (including attorney’s fees and expenses) that we may incur in connection with any claim or allegation relating to your Usera Content. We are not responsible for storing or backing up your User Content. We are not responsible if your User Content is lost for any reason.
You may terminate your Simvuly account at any time by contacting us. We reserve the right to monitor your use of the Services and to suspend or terminate access to the Services without notice if we determine that you have breached these Terms or if required to comply with applicable laws or regulatory requirements. In no event will Simvuly be liable for suspension or termination of your use of any of the Services. All sections of these Terms that by their nature should survive termination shall survive termination, including without limitation, Privacy, Ownership and Licenses, Disclaimers and Limitation of Liability, Indemnity, Choice of Law; Dispute Resolution, and Additional Terms.
6. DISCLAIMERS AND LIMITATION OF LIABILITY
A. Warranty Disclaimer
WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SERVICE, INCLUDING THAT IT WILL BE UNINTERRUPTED OR ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT INFORMATION YOU OBTAIN THROUGH THE SERVICE IS ACCURATE OR COMPLETE. THE SERVICE AND ALL CONTENT, INFORMATION (INCLUDING, WITHOUT LIMITATION, USER PROFILE INFORMATION), TOOLS AND FEATURES MADE AVAILABLE THROUGH THE SERVICE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE AND OUR AFFILIATES DISCLAIM ANY AND ALL IMPLIED OR STATUTORY WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
IF YOU ARE DISSATISFIED WITH THE SERVICE, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE YOUR SIMVULY ACCOUNT.
You understand that we do not guarantee any particular response time but will use reasonable efforts to promote answers or advice in a timely manner.
B. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SIMVULY, OUR AFFILIATES, OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, OR SHAREHOLDERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL, OR ANY OTHER INTANGIBLE LOSS ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICE OR ANY COMPONENT THEREOF. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SIMVULY AND OUR AFFILIATES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT MADE AVAILABLE THROUGH THE SERVICE OR AS A RESULT OF THE USE OF ANY SUCH CONTENT, (II) PERSONAL INJURY OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE, (III) UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR YOUR ACCOUNT AND/OR ANY INFORMATION STORED THEREIN, (IV) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (V) ANY VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE, OR (VI) YOUR RELIANCE ON AND USE OF ANY CONTENT OR INFORMATION OBTAINED THROUGH THE SERVICE. IN NO EVENT WILL SIMVULY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE EXCEED THE GREATER OF $100 OR THE TOTAL AMOUNT PAID BY YOU TO SIMVULY FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS AND EXCLUSIONS SHALL APPLY TO ALL CLAIMS OF LIABILITY WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR ANY OTHER CAUSE OF ACTION, EVEN IF SIMVULY OR AN AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, EVEN IF ANY LIMITED REMEDY FAILS ITS ESSENTIAL PURPOSE. THE ALLOCATION OF RISK REFLECTED IN THESE TERMS IS AN ESSENTIAL ELEMENT OF OUR AGREEMENT.
If you have a dispute with another Simvuly member, that dispute is between you and that member. Even if we help facilitate resolution of the dispute, we are not responsible for the dispute and do not have any liability related to the dispute. You hereby release us from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
The Digital Millennium Copyright Act (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Simvuly infringe your copyright or trademark rights, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information:
Please be advised that Simvuly will not respond to complaints that do not meet these requirements. If Simvuly determines the materials alleged to infringe your copyright or trademark rights do not require removal, Simvuly will remove those materials only pursuant to a court order declaring the content or use of the materials unlawful.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Counter-notices must include the following information: (a) your name, address, and telephone number; (b) the source of the content that was removed; (c) a statement under penalty of perjury that you have a good-faith belief that the content was removed in error; (d) a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located or, if your address is outside of the United States, for any judicial district in which Simvuly may be found, and that you will accept service of process from the person who provided the original complaint; and (e) a physical or electronic signature (for example, typing your full name).
You agree to indemnify and hold harmless Simvuly, our affiliates, officers, agents, employees, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to (1) your failure to comply with these Terms, (2) your User Content, and (3) your use of the Service.
These Terms and the Service, as well as all related disputes, are governed by the laws of the State of Ohio, without giving effect to its conflict of law provisions, regardless of from where you access the Service. You agree that the exclusive place of jurisdiction for all disputes or claims relating to the Service and/or these Terms 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, below.
Please read this section carefully, as it affects your legal rights, including your right to file a lawsuit in court.
The purpose of this section is to describe what will happen if you and Simvuly have a dispute that needs to be resolved. If you have an issue with the Service, we encourage you to contact us. If your issue is not resolved, you agree that you and Simvuly will first discuss the issue informally for at least 60 days before commencing an arbitration action, as described in the arbitration agreement below (the “Arbitration Agreement”). To initiate a discussion, please send your full name and contact information to us, and if we need to contact you we will use the email address associated with your Simvuly account. If we are unable to resolve the issue within 60 days, you and Simvuly agree that any and all claims that either of us have, whether based on past, present or future events arising out of or relating to these Terms (including the scope and enforceability of this Arbitration Agreement), the Service, and any aspect of our relationship with each other, except for disputes relating to Simvuly’s intellectual property (such as trademarks, domain names, trade secrets, copyrights, and patents), must be resolved through binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Nothing in this Arbitration Agreement shall be interpreted as limiting any non-waivable statutory rights. You agree that, by agreeing to these Terms, the U.S. Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this Arbitration Agreement. This Arbitration Agreement is governed by the FAA and will remain enforceable even if other provisions of these Terms are invalidated. Arbitration will be administered by JAMS Mediation, Arbitration, and ADR Services (“JAMS”) in accordance with its provisions and procedures for consumer-related disputes, excluding any rules or procedures governing or permitting class actions. Instructions about how to initiate an arbitration and information about the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”) are available at http://www.jamsadr.com or 1-800-352-5267. No arbitration or proceeding can be combined with another without the prior written consent of you, Simvuly, and any other parties to the arbitration or proceedings.
PLEASE BE AWARE THAT YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. YOU AND SIMVULY AGREE TO ARBITRATE IN EACH OF OUR INDIVIDUAL CAPACITIES ONLY, NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS, AND EACH OF US EXPRESSLY WAIVES ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS.
Notwithstanding the foregoing, you and Simvuly agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (1) bring an individual action in a U.S. “small claims” court, but only if your claim qualifies, your claim remains in such court, and your claim remains on an individual, non-representative, and non-class basis, or (2) bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator.
For your convenience, arbitration may be conducted in-person, through the submission of documents, by phone, or online. Proceedings that cannot be conducted through the submission of documents, by phone, or online, will take place in Cuyahoga County, Ohio. That said, if you can demonstrate that arbitration in Ohio would create an undue burden on you, you are free to initiate the arbitration in your home state. It is important that you understand that the arbitrator’s decision will be binding and final (except for a limited right of appeal under the FAA) and may be entered as a judgment in any court of competent jurisdiction. Please note that nothing in this Section 9 shall be construed as consent by Simvuly to the jurisdiction of any other court with respect to disputes not covered by these Terms.
In accordance with the JAMS Rules, the party initiating the arbitration (either you or Simvuly) is responsible for paying the filing fee. However, if the arbitrator issues you an award of damages and (i) that award is greater than the amount of our last written settlement offer, or (ii) if we did not make a settlement offer, then in addition to paying for any JAMS Case Management Fees and all professional fees for the arbitrator’s services, we will reimburse you the filing fees you incurred.
You have the right to opt out and not be bound by this Arbitration Agreement and class-action-waiver set forth in this section by sending written notice of your decision to opt out to us. The notice must be sent within 30 days after first becoming subject to a version of these Terms containing the Arbitration Agreement and waiver; otherwise, you shall be bound to arbitrate disputes in accordance with these Terms. If you opt out of arbitration, all other parts of these Terms will continue to apply to you.
If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
In the interest of promptly resolving issues between us, you and Simvuly agree to bring any claim arising out of or relating to these Terms, any policy governing your use of the Service, our relationship, or the use of the Service within one year after a claim arises, otherwise, the claim is waived. This limitation applies regardless of the venue in which such claim is or could otherwise be asserted.
A. Severability
If any provision of these Terms is found by a court of competent jurisdiction or arbitrator to be unenforceable, the unenforceable provision will be modified so as to render these Terms enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision unenforceable, the enforceability of the remaining provisions of these Terms will not be affected in any way.
B. No Waiver
Failure to enforce any part of these Terms is not a waiver of the right to later enforce that or any other part of these Terms.
C. Relationship of the Parties
You agree that no joint venture, partnership, joint controllership, employment or agency relationship exists between you and Simvuly as a result of these Terms or your use of the Services
D. Notice
Simvuly’s notice to you via email, regular mail or notices, posts, or links on the Services shall constitute acceptable notice to you under these Terms. You must provide any notice to us in writing and send via overnight courier.
E. Assignment
You may not assign, delegate or otherwise transfer your account or your obligations under these Terms without the prior written consent of Simvuly. Simvuly has the right, in our sole discretion, to transfer or assign all or any part of our rights under these Terms and will have the right to delegate or use third parties to fulfill our duties and obligations under these Terms and in connection with the Service.
F. Changes to these Terms
We reserve the right to modify these Terms and any policies applicable to your use of the Service at any time in our sole discretion. When we make a change, we will post the updated Terms to the Service with a new “Effective Date.” We may also provide notification of changes in another way that we believe is reasonably likely to reach you, such as by e-mail (if you have an account where we have your contact information) or another manner through the Service. Any modifications to these Terms will be effective upon posting or as otherwise indicated at the time of posting. In all cases, by continuing to use the Service after posting of the updated Terms, you are consenting to the changes. If you object to any changes, you may close your account by is.
G. Entire Agreement
These Terms, the Simvuly Business Associate Agreement, and any applicable Enterprise Agreement constitute the entire, complete and exclusive agreement between you and us regarding your use of the Service and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms. In the event of a conflict between these Terms and an Enterprise Agreement, the terms of the Enterprise Agreement shall govern with respect to the conflicting term. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
BUSINESS ASSOCIATE AGREEMENT BETWEEN SIMVULY AND HEALTHCARE PROVIDER MEMBER
This BAA was last updated on and effective as of April 10, 2025.
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, 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” shall mean the use of Provider as a Covered Entity in connection with Provider’s use of the Platform that causes Simvuly to receive, create, maintain or transmit PHI and establishes a Business Associate relationship between Provider and Simvuly.
“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).
“Platform” shall mean the communication tools that Simvuly makes available to Provider through the Service (as defined in the Terms of Service) and identifies as appropriately secure for the communication of Protected Health Information, to facilitate the exchange of information between healthcare professionals
“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 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.
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 notice will be provided, for unsuccessful Security Incidents, which shall include, but not be limited to, unauthorized access, use, disclosure, modification, or destruction, such as pings and other broadcast attacks on a firewall, port scans, unsuccessful login attempts, denial of service attacks, or interception of encrypted information, so long as such incidents do not result, to the extent Business Associate is aware, in unauthorized access, use or disclosure of Provider’s Electronic Protected Health Information.
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.
2.5 Internal Practices, Books and Records. 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.
2.6 Access to Protected Health Information. Business Associate shall make Provider’s Protected Health Information in a Designated Record Set available to Provider in order for Provider to comply with its obligations under 45 C.F.R. 164.524 to provide Individuals with access to their Protected Health Information.
2.7 Amendments to Protected Health Information. Business Associate agrees to make any amendment(s) to Protected Health Information in a Designated Record Set 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.
2.8 Accounting of Disclosures.
2.8.1 Business Associate agrees to maintain and make available the information required to provide an accounting of all disclosures to Provider as necessary to satisfy Provider’s obligations under 45 C.F.R. 164.528.
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 the date of the last of these repetitive disclosures.
3.1 General. Business Associate agrees to use and disclose PHI only in a manner consistent with this BA Agreement, the Privacy Rule, or Security Rule, and in connection with providing the Covered Services.
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.
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.
5.1 Term. The term of this BA Agreement shall commence on and this BA Agreement shall be effective as of 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 is registered as a Simvuly member, or until termination 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 Platform, 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 Platform features as specified in the underlying services agreement between Simvuly and the enterprise.
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. We may provide notices via postings on http://www.simvuly.com. All notices under this BA Agreement shall be sent in writing by traceable carrier to the addresses indicated below or such other address as a party may indicate with at least ten (10) days’ prior written notice to the other party. Simvuly may provide notices to Provider under this BA Agreement at the email address specified below. Notices will be effective upon receipt. Any notices that do not comply with this section shall have no legal effect.
ADDRESSES FOR NOTICES
FOR Simvuly:
Simvuly
ATTN: Legal Department
2714 West Park Boulevard
Shaker Heights, OH 44120
FOR PROVIDER:
The notice address for Provider is the email address associated with Provider’s Simvuly member account.
6.7 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.
