Legal

Patient Facing Terms of Use

These Terms of Use apply to your use of Simpl Healthcare, Inc.'s Services in your capacity as a patient. Last Revision Date: 2024

THESE TERMS CONTAIN PROVISIONS THAT LIMIT OUR LIABILITY TO YOU AND REQUIRE YOU TO RESOLVE ANY DISPUTE WITH US THROUGH MEDIATION AND WITHOUT A JURY TRIAL, ON AN INDIVIDUAL BASIS, AND NOT AS PART OF ANY CLASS OR REPRESENTATIVE ACTION.

Note: These Terms of Use apply to your use of Simpl Healthcare's Services in your capacity as a patient. Simpl offers such Services on behalf of our HIPAA regulated clients (i.e., your healthcare provider). For the Terms of Use and Privacy Policy that apply to your use of our website, simplhealthcare.com, please visit Terms of Service and Privacy Policy. Our Services are not intended for use by anyone outside of the United States.

Who We Are

We, Simpl Healthcare, Inc. and our subsidiaries and affiliates (collectively, "Simpl," "we" or "us") power healthcare solutions on behalf of your healthcare provider (the "Services"). These Services, which may include applications, websites and mobile devices, allow you to communicate, coordinate and manage your medical care with your healthcare provider and may include the creation of accounts in connection with such use. When you use the Services, our collection and handling of your information is regulated by the Health Insurance Portability and Accountability Act ("HIPAA"), our agreements with your healthcare provider and/or applicable laws. For the avoidance of doubt, "you" includes parties with authorized access to the Services.

1. Scope and Purpose

These Terms of Use relate to your use of the Services. Additional specific privacy policies, terms and agreements may also apply to any particular Services you use. If you use our Services to access or share data with any websites, applications, platforms, services, solutions or portals of any third parties (including any patient portals offered by any healthcare providers) (each, a "Third Party Platform"), the privacy policies, terms and agreements of such Third Party Platforms will apply to your use of such Third Party Platform. We do not control and are not responsible for Third Party Platforms.

2. Confirmation of Agreement

You agree that when you use our Services that display or link to these Terms of Use, you are agreeing:

To enter into a legally binding contract with Simpl.
To be bound by and fully comply with these Terms of Use (the "Agreement").
You are at least the age of legal majority in your place of residence and otherwise legally competent to enter into contracts.

If you are under the legal age of majority or otherwise not legally competent to enter into contracts, your parent or guardian must agree to these terms on your behalf prior to your use of the Services. These Terms of Use may change from time to time. Your use of the Services after we make changes is deemed to be acceptance of those changes.

3. Your Obligations

You agree that:

1You will fully comply with the Agreement.

2You will not register for or maintain any user profile in any manner that would violate any applicable laws, regulations, or any applicable policies, terms and agreements with Simpl, our clients or any Third Party Platforms.

3You will not provide any false information to Simpl when you use our Services.

4You will not create an account for anyone other than yourself without appropriate legal authority and permissions.

5You will not use or attempt to use another person's or organization's account without appropriate authority and permissions.

6You will not disclose information that you do not have the consent and legal right to disclose (such as confidential information of others, including your employer or other patients).

7If we disable your account, you will not create another one without our permission.

8You will not transfer any account to anyone else.

9You will maintain and properly update your account information so that it remains current, complete and accurate at all times.

10You will notify Simpl immediately if you suspect that the security or secrecy of your account login information may have been compromised.

11You will not override any security feature or bypass or circumvent any access controls or use limits of our Services.

12You will not use bots or other automated methods to access our Services without our written consent.

13You will not monitor the availability, performance or functionality of our Services for any competitive purpose.

14You will not engage in 'framing,' 'mirroring,' or otherwise simulating the appearance or function of our Services without our written consent.

15You will not interfere with the operation of, or place an unreasonable load on, our Services (for example, spam, denial of service attack, viruses, or cryptojacking).

Additionally, you understand that:

All communication through the Services and Simpl's patient portal will be in regard to your own health care needs and treatment.
Your use of the Services does not establish a provider-patient relationship between you and Simpl and is not intended as a solicitation to become patients or clients of Simpl. This does not apply if you are using the Simpl Services to communicate with a provider with whom you already have an existing provider-patient relationship.
In the event you have established a relationship, Simpl will not be held liable or responsible in any way for any injury resulting therefrom, or any injury that may result from unfulfilled appointments, cancelled or otherwise.
Our Services are not intended for users under the age of thirteen (13) years old.
You will be held responsible for any losses incurred by Simpl, our clients, any other user of our Services and any Third Party Platforms that are related to your failure to maintain the security of your applicable account credentials.
All information you provide in the Services is current, complete and accurate to the best of your knowledge.
If you change or deactivate any of your mailing addresses, email accounts, or telephone numbers connected to your account, you agree to update your account immediately.
You provide express consent and all rights necessary for us to use your addresses and phone numbers for verification purposes.
When using our Services, information will be transmitted over a medium that may be beyond the control of Simpl, our clients, or our or their licensors or suppliers. Neither Simpl, our clients, nor our or their licensors nor suppliers assume liability for or relating to the delay, failure, interruption or corruption of any data or other information transmitted in connection with your use of the Services.

4. Our Reservation of Rights

You do not acquire any ownership interest in our Services. We reserve and shall retain the entire right, title, and interest in and to our Services, including all copyrights, trademarks, and other intellectual property rights. We reserve all rights not expressly granted herein. There are no implied rights or licenses granted to you under the Agreement. We own all rights to our logos and trademarks used in connection with our Services. All other logos and trademarks used in connection with our Services, any client accounts or any Third Party Platforms are the property of their respective owners.

5. Licensing and Use of Data

You acknowledge and agree that our Services contain proprietary and confidential information and content that is protected under U.S. and international intellectual property laws and regulations. Other than a limited license as provided below, you agree not to sell, rewrite, modify, reproduce, distribute, redistribute, create derivative works of, rent or provide any confidential or proprietary information or content related to your use of our Services, in whole or in part.

Subject to your compliance with the Agreement and all applicable laws and regulations, Simpl grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited personal license to access the Services for your lawful personal and non-commercial uses.

Subject to the license granted to you by Simpl as described above, you may retain ownership of personal information, communications or other material that you post or transmit through the Services including, to the extent property interests exist, any health care or other data or personal information, questions, comments, suggestions, or the like ("User Data"). You grant Simpl a non-exclusive, royalty-free, perpetual, worldwide, irrevocable license to reproduce, transmit, display, disclose, and otherwise use User Data.

You further acknowledge, agree and irrevocably consent to Simpl using your anonymized and de-identified User Data, in aggregate form, in connection with its business, which may include the transfer of such anonymized User Data to third parties or entities and the use thereof by such third parties.

6. Privacy; HIPAA

Simpl provides its Services to healthcare providers that are regulated under HIPAA. As a result, any personal information that you provide to us through the Services may be regulated by HIPAA. Any information that is protected under HIPAA is described as "Protected Health Information" or "PHI." In addition to complying with our privacy policy, we will handle all PHI as required under HIPAA.

Although Simpl provides Services to HIPAA covered entities (i.e., your healthcare provider), this does not mean that Simpl is itself a "covered entity" under HIPAA. However, Simpl may enter into a "Business Associate Agreement" with your healthcare provider. Any questions regarding the privacy or security of your PHI should be directed to your healthcare provider. Additional information can be found in the Simpl Privacy Policy at simplhealthcare.com.

7. Third Party Products, Services and Information

Our Services may include or link to functionality or services provided by third parties, including products, services and information on Third Party Platforms. You acknowledge and agree that we are not responsible for any aspect of the products, services or information provided by third parties, including the accuracy or reliability of any information obtained from third parties. Simpl does not approve or endorse any Third Party Platforms, and any use of Third Party Platforms shall be at your own risk and judgment.

Simpl does not control Third Party Platforms and does not accept any responsibility or liability for any such Third Party Platforms. We recommend that you make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Platforms.

8. Prohibited Activities

In addition to your obligations set out in the Your Obligations section above, you agree not to use our Services to:

Upload, transmit or otherwise provide any material that infringes upon any patent, trademark, copyright, trade secret or other proprietary rights of any third party.

Upload, transmit or otherwise provide any material that violates any law or regulations (including without limitation laws regarding the transmission of technical data, privacy or other laws and regulations).

Violate or encourage others to violate any right of a third party, including by infringing or misappropriating any third party intellectual property right.

Upload, transmit or otherwise provide any material that is defamatory, obscene, tortious, or otherwise objectionable or inappropriate.

Damage, disable, overburden, or impair the servers or networks connected to our Services.

Gain unauthorized access to any portion or feature of our Services, or any other systems or networks connected to our Services or to any Simpl server, by hacking, password 'mining,' or any other illegitimate means.

9. Term and Termination

The term of this Agreement commences when you use our Services and will continue in effect until terminated. We may terminate or modify your use of our Services at any time without prior notice in our sole discretion.

Upon termination: (i) all rights granted to you under this Agreement will also terminate; and (ii) you must cease all use of our Services. You agree that neither Simpl, our clients, nor our licensors shall be liable to you or any third party for any termination or modification of your use of the Services. Termination will not limit any of Simpl's or our client's rights or remedies at law or in equity. Sections 3 through 8 and 10 through 17 of this Agreement shall also survive termination.

10. Disclaimer of Warranties

YOUR USE OF OUR SERVICES IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SIMPL, ON OUR OWN BEHALF AND ON BEHALF OF OUR CLIENTS AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO OUR SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, WE PROVIDE NO WARRANTY OR UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY KIND THAT YOUR USE OF OUR SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SIMPL OR OUR CLIENTS, OR ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, ASSIGNS, LICENSORS OR SERVICE PROVIDERS (COLLECTIVELY, "SIMPL AND RELATED PARTIES"), HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE OUR SERVICES FOR: (a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; NOR (b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY AND DIRECTLY PAID BY YOU PERSONALLY TO SIMPL OR YOUR HEALTHCARE PROVIDER FOR YOUR USE OF AND ACCESS TO THE SERVICES.

SIMPL CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY OR LIABILITY FOR ANY INFORMATION YOU SUBMIT IN CONNECTION WITH YOUR USE OF OUR SERVICES, OR FOR YOUR OR THIRD PARTIES' USE OR MISUSE OF ANY CONTENT, DATA OR OTHER INFORMATION TRANSMITTED OR RECEIVED USING OUR SERVICES.

SIMPL IS NOT YOUR HEALTHCARE PROVIDER AND DOES NOT PROVIDE HEALTHCARE TREATMENT OR OTHERWISE ASSUME ANY RESPONSIBILITY OR LIABILITY FOR ANY TREATMENT YOU MAY RECEIVE FROM YOUR HEALTHCARE PROVIDER IN CONNECTION WITH YOUR USE OF THE SERVICES.

12. Indemnification

You agree to indemnify, defend, and hold harmless Simpl and Related Parties from and against any and all losses, damages, liabilities, arising from third party claims arising from or relating to your improper use of the Services or your breach of this Agreement.

13. Mediation

You agree to submit any and all disputes, claims, or controversies arising out of or relating to your use of Services or this Agreement to JAMS, or its successor, for mediation in Austin, Texas. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, which must set forth the subject of the dispute, the relief requested, and the factual and legal bases for such relief.

You agree to cooperate with JAMS and with Simpl in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. The parties shall participate in the mediation in good faith and equally share the costs of the mediation. If the dispute is not resolved by mediation, the party seeking relief may pursue all remedies available at law, subject to the terms of this Agreement. Notwithstanding this Section, we may (i) terminate, modify or freeze your use of Services according to its terms and/or (ii) seek injunctive relief.

14. Choice of Law; Forum; Service of Process

You agree that any dispute arising out of or relating to your use of the Services or this Agreement will be governed exclusively by the laws of the State of Texas, without regard to its conflicts of laws principles. The applicable State or Federal courts located in Travis County, Texas will be the exclusive venue for any resolution of any Dispute. You hereby submit to and consent irrevocably to the jurisdiction of such courts for these purposes.

YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO YOUR USE OF OUR SERVICES.

You agree not to join or consolidate claims by other users, or to pursue any claim as a representative or class action or in a private attorney general capacity. No claim against Simpl of any kind under any circumstances may be asserted or filed more than one year after you know, or in the exercise of reasonable care could know, of any circumstances, whether by act or omission, that may give rise to such claim. You consent to receive service of process by electronic means or social media to the extent allowed by the applicable federal or state court.

15. Communications

In connection with your accounts created through your use of the Services, Simpl may need to send business, informational, support and security related messages (whether texts, alerts or calls) to all telephone numbers, including cellular numbers or mobile devices, you choose to provide on your accounts. You agree such texts or calls may be pre-recorded messages or placed with an automatic telephone dialing system. You also agree that Simpl may send service or account related text messages to cellular phone numbers you provide, and you agree to accept and pay all carrier message and data rates that apply to such text messages.

If you choose to provide an email or other electronic address on your account, you acknowledge and consent to receive business and informational messages relating to your account at that address, and you represent and warrant that such address is your correct address and is not accessible or viewable by any other person. We will inform you promptly when there is a patient statement awaiting your review. To the extent that we inform you via email, by signing up for and/or using our patient portal, you are providing your direct prior consent to receive such emails.

16. Miscellaneous

If we do not act to enforce a breach of this Agreement or any portion thereof, that does not mean that we have waived our right to enforce this Agreement.

You may not assign or transfer accounts created while using our Services or this Agreement to anyone without our consent. However, you agree that we may assign this Agreement to any of our affiliates or subsidiaries, or in connection with any merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of our assets, without your consent and without notice.

You and we agree that there are no third-party beneficiaries of this Agreement.

If a court with authority over this Agreement finds any part of it unenforceable, you and we agree that the court should modify the terms to make that part enforceable while still achieving the intent of the Agreement. If the court cannot do that, you and we agree to ask the court to remove the unenforceable part and still enforce the rest of this Agreement.

Section titles are for convenience only and will not affect the meaning of this Agreement.

17. Notices to Simpl

You agree to provide any notice regarding your use of Services or any alleged breach of this Agreement to:

Email: support@simplhealthcare.com
Company: Simpl Healthcare, Inc.
Jurisdiction: Travis County, Texas, United States