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TERMS OF SERVICE
Last Updated: March 16, 2026.
These Terms of Service (these “Terms”) govern your access to and use of the Simvuly platform and Services.
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. If you do not agree to these Terms, do 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.
