Effective Date: May 12, 2026
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS CONTAIN PROVISIONS THAT AFFECT YOUR LEGAL RIGHTS, INCLUDING:
(A) AN AGREEMENT TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION AND A WAIVER OF THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR TO HAVE A JURY TRIAL, AS SET FORTH IN SECTION 19. YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS OF FIRST AGREEING TO THESE TERMS BY FOLLOWING THE PROCEDURE DESCRIBED IN SECTION 19.6.
(B) AN AUTO-RENEWING MEMBERSHIP. WHEN YOU SUBSCRIBE TO SIMPAFY, YOUR MEMBERSHIP WILL AUTOMATICALLY RENEW EACH MONTH AT THE THEN-CURRENT PRICE UNTIL YOU CANCEL. YOU MAY CANCEL AT ANY TIME BY FOLLOWING THE PROCEDURE DESCRIBED IN SECTION 11.
These Terms of Service (the "Terms") are a binding legal agreement between you and Simpafy, Inc., a Delaware corporation ("Simpafy," "we," "us," or "our"), governing your access to and use of the Simpafy website, mobile application, SMS messaging service, bloodwork ordering service, and other products and features provided by Simpafy (collectively, the "Services"). By creating an Account, by accessing or using the Services, or by clicking "I agree" or any similar affirmation, you acknowledge that you have read, understood, and agree to be bound by these Terms and by the Simpafy Privacy Policy, which is available at https://simpafy.com/privacy-policy and is incorporated into these Terms by reference.
If you do not agree to these Terms, you may not access or use the Services.
In these Terms, the following terms have the meanings given:
2.1 Age. The Services are available only to individuals eighteen (18) years of age or older. By agreeing to these Terms, you represent and warrant that you are at least eighteen (18) years old.
2.2 Legal capacity. You represent and warrant that you have the legal capacity to enter into a binding contract under the laws of the jurisdiction in which you reside and that you are not barred from receiving the Services under any applicable law.
2.3 Geographic availability. The Services are currently available only to individuals located in the United States. Certain features of the Services, including laboratory testing, are not available in every state. Simpafy determines the geographic availability of the Services and any feature of the Services in its sole discretion and may change such availability at any time.
2.4 Sanctions and prohibited persons. You represent and warrant that you are not (a) located in, under the control of, or a national or resident of any country or region subject to a comprehensive United States government embargo or trade sanction, (b) listed on any United States government list of prohibited or restricted parties, or (c) otherwise prohibited by applicable law from receiving the Services.
2.5 Truthful information. You agree to provide accurate, current, and complete information when you create your Account, and to keep such information current as necessary.
2.6 Authority with respect to additional Subjects. Where you create, provide, or manage information about a Subject other than yourself, you represent and warrant that you have the legal right and responsibility to do so. Where the additional Subject is under eighteen (18) years of age, you further represent and warrant that you are the parent or legal guardian of that Subject. Where the additional Subject is an adult, you represent and warrant that you have obtained the Subject's consent, or that you are otherwise legally authorized to act on that Subject's behalf.
2.7 No competitor access. You may not access or use the Services if you are a direct competitor of Simpafy, except with Simpafy's prior written consent. You may not access or use the Services for the purpose of competitive analysis, benchmarking, or product development against Simpafy.
3.1 Account creation. To access most features of the Services, you must create an Account. Account creation requires that you provide valid contact information (such as an email address or phone number), complete any authentication steps presented to you, and agree to these Terms and the Privacy Policy.
3.2 One Account per individual. You may create only one Account for yourself. Simpafy may suspend or terminate any additional Accounts created by the same individual.
3.3 Account credentials. You are responsible for maintaining the confidentiality of your Account credentials, including any password, authentication token, or other means of accessing your Account. You are responsible for all activity that occurs under your Account, whether or not authorized by you.
3.4 Notification of unauthorized access. You agree to notify Simpafy promptly at support@simpafy.com of any actual or suspected unauthorized access to or use of your Account.
3.5 Accuracy of Account information. You agree to provide accurate, current, and complete information in connection with your Account and to update that information promptly as necessary to keep it accurate, current, and complete.
3.6 Simpafy's rights with respect to Accounts. Simpafy may refuse to create, suspend, or terminate an Account at any time, in Simpafy's reasonable discretion, for any reason, including without limitation (a) your violation of these Terms, (b) fraud or suspected fraud, (c) abuse of the Services, (d) non-payment, or (e) as required by law or legal process. Upon termination of an Account by Simpafy, the Account and the information stored with respect to it will be handled in accordance with Section 11 and the applicable provisions of the Privacy Policy, except that Simpafy may delete information immediately where Simpafy reasonably determines that such deletion is necessary to comply with law, prevent harm, or protect the rights of Simpafy or others.
4.1 Overview. Simpafy provides a consumer-facing service that (a) communicates with you through SMS messages, web chat, voice, and other supported interfaces; (b) stores and organizes Personal Information about you and, if you choose, about additional Subjects; (c) orders laboratory testing on your behalf through Laboratory Partners; (d) retrieves, stores, and presents laboratory results to you; and (e) generates informational messages, insights, and recommendations based on the information you provide and the laboratory results received.
4.2 No guarantee of availability. The Services are provided on an "as available" basis. Simpafy does not guarantee that the Services will be available at all times, free of interruption, free of error, or secure against every possible threat. Simpafy may suspend, modify, or discontinue the Services or any feature of the Services at any time, with or without notice.
4.3 Changes to features and pricing. Simpafy may add, remove, or modify features of the Services at any time. Simpafy may adjust pricing for Memberships and other paid features at any time, subject to the procedure set forth in Section 10 for changes affecting active Memberships.
4.4 Feature availability. Certain features of the Services, including laboratory testing, are not available in every state or for every Subject. Simpafy will indicate the availability of features to you through the Services at the time of use.
5.1 Simpafy is not a healthcare provider. Simpafy is not a doctor, nurse, medical professional, hospital, clinic, pharmacy, or healthcare institution. Simpafy does not provide medical care, medical services, diagnosis, treatment, prescription, therapy, or any other form of professional medical service.
5.2 No medical advice. The Services, including any communications from Simpafy, any information displayed through the Services, any insights or recommendations generated by the Services, and any laboratory results presented through the Services, are provided for informational purposes only. Information provided through the Services does not constitute medical advice, a medical opinion, a medical diagnosis, a treatment recommendation, or a professional medical judgment of any kind. Information provided through the Services is not a substitute for consultation with a qualified healthcare provider.
5.3 No provider-patient relationship. Your use of the Services does not create, and is not intended to create, a doctor-patient, provider-patient, or any other healthcare-provider relationship between you and Simpafy.
5.4 Consult a healthcare provider. You should seek the advice of a qualified healthcare provider regarding any medical condition, symptom, diagnosis, treatment, medication, or other health-related decision. You should never disregard professional medical advice, or delay seeking professional medical advice, because of information received through the Services.
5.5 Emergencies. The Services are not intended for medical emergencies. If you believe you are experiencing a medical emergency, call 911 or your local emergency services immediately. Do not rely on the Services to report, address, or respond to a medical emergency.
5.6 Your decisions are your own. Any decision you make regarding your health — including any decision to start, stop, modify, or continue medical care, medication, supplementation, diet, exercise, activity, or any other health-related behavior — is your decision. You are responsible for all such decisions and for the consequences of such decisions. Simpafy does not make health decisions for you, and the Services are not designed or intended to make health decisions for you.
6.1 Simpafy facilitates; Laboratory Partners perform. Through the Services, Simpafy facilitates your ordering of laboratory testing by transmitting your order to a Laboratory Partner. Simpafy does not perform laboratory testing, does not collect biological samples, and does not analyze biological samples. All laboratory testing is performed by the Laboratory Partner independently of Simpafy.
6.2 Your election to order laboratory testing. You are responsible for your decision to order laboratory testing through the Services. Simpafy may surface laboratory panels for your consideration based on the information you have provided and the laboratory results previously received on your behalf; however, the decision to order any laboratory panel is your decision alone. No information surfaced by the Services constitutes a prescription, a referral, or a medical recommendation, and no information surfaced by the Services is a substitute for consultation with a qualified healthcare provider regarding whether any laboratory testing is appropriate for you.
6.3 In-person attendance. You are responsible for attending the Laboratory Partner location to provide the biological sample required for the laboratory panel you have ordered. Simpafy does not collect samples directly from you. The Laboratory Partner's handling of you and of your biological sample is governed by the Laboratory Partner's own policies, procedures, and applicable laws.
6.4 Risks of laboratory testing. You acknowledge and accept that the collection of biological samples carries physical risks, including without limitation bruising, hematoma, lightheadedness, fainting, infection, and excessive bleeding. You assume all such risks. Simpafy is not responsible for any physical harm or adverse health effect arising from the collection of a biological sample.
6.5 Laboratory results. Simpafy transmits laboratory results to you as received from the Laboratory Partner. Simpafy does not independently verify, validate, or guarantee the accuracy, completeness, timeliness, or clinical significance of any laboratory result. The accuracy of laboratory results is the responsibility of the Laboratory Partner that produced them.
6.6 Awareness of results. You acknowledge that the review of laboratory results may provide you with information that is distressing, difficult, or life-altering, including information indicating the presence of a medical condition of which you were previously unaware. Once you have reviewed a laboratory result, your knowledge of that result cannot be undone. You are responsible for your decision to review laboratory results through the Services.
6.7 Membership required. An active paid Membership is required to order laboratory testing through the Services.
6.8 Ordering laboratory testing on behalf of another Subject. Where you direct Simpafy to order laboratory testing on behalf of a Subject other than yourself, you represent and warrant that you have the legal right and responsibility to do so under Section 2.6. In the case of a Subject under eighteen (18) years of age, you further represent and warrant that you are the parent or legal guardian of that Subject and that you have the legal authority to consent to laboratory testing on the Subject's behalf under the laws of the jurisdiction in which the Subject resides. You assume full responsibility for the decision to order any such testing and for all consequences arising from the testing.
6.9 Patient billing disclosure for New York and New Jersey residents. Patients residing in New York and New Jersey have the right under their respective state patient billing laws to request an itemized price list from Simpafy for their laboratory tests.
6.10 Required foundation panel. Every laboratory order placed through the Services must include the Foundation+ panel, which establishes the baseline set of markers Simpafy uses to interpret your results over time. The Foundation+ panel costs one (1) Insight. Accordingly, the minimum cost of any laboratory order is one (1) Insight, and any additional panels you select are applied in addition to the Foundation+ panel at their stated Insight cost. Simpafy may change the composition of the Foundation+ panel, and the Insight cost of any panel, in accordance with Section 4.3.
I understand that Telehealth is a mode of delivering health care services via communication technologies (e.g., internet or cellphone) to facilitate diagnosis, consultation, treatment, education, care management, and self-management of a patient's health care.
By acknowledging my consent below, I understand and agree to the following:
By acknowledging below, I certify:
8.1 Simpa. The Services include an artificial intelligence companion referred to in consumer-facing materials as "Simpa." Simpa generates messages, insights, questions, and recommendations based on Personal Information you provide and laboratory results received by Simpafy on your behalf.
8.2 Simpa is not a human. Simpa is an artificial intelligence. Simpa is not a doctor, nurse, medical professional, or any other qualified human advisor. Simpa is not capable of exercising professional medical judgment.
8.3 Limitations of artificial intelligence. You acknowledge that artificial intelligence and machine learning technology, including the technology underlying Simpa, has inherent limitations. Artificial intelligence may produce output that is incorrect, incomplete, outdated, biased, misleading, internally inconsistent, or fabricated. Output produced by Simpa may contain errors or omissions that you cannot detect without independent verification.
8.4 Simpa output is informational only. All output produced by Simpa — including any message, insight, question, interpretation, or recommendation — is provided for informational purposes only and does not constitute medical advice, a medical opinion, a medical diagnosis, a treatment recommendation, or any other form of professional judgment. Simpa output is not a substitute for consultation with a qualified healthcare provider.
8.5 No warranty with respect to Simpa output. Simpa output is provided on an "as is" and "as available" basis. Simpafy makes no representation or warranty regarding the accuracy, completeness, timeliness, reliability, suitability, or safety of any Simpa output. You are responsible for independently verifying any Simpa output before acting on it, and for consulting a qualified healthcare provider regarding any health-related decision.
8.6 Your communications with Simpa. Your communications with Simpa, including any Personal Information you provide through those communications, are collected and processed in accordance with the Privacy Policy. Your decision to share any information with Simpa is your decision. You should not provide information to Simpa that you do not wish Simpafy to store or process.
9.1 Consent to SMS messages. By checking the SMS consent box presented to you at signup, you affirmatively consent to receive conversational and alert text messages from Simpafy at the phone number you provide. Message frequency varies. Message and data rates may apply. You may reply "STOP" to any SMS message from Simpafy to opt out of further SMS communications. You may reply "HELP" to any SMS message from Simpafy to receive information about the Services and how to contact Simpafy.
9.2 Effect of SMS opt-out. Opting out of SMS messages does not cancel your Membership, close your Account, or delete any Personal Information Simpafy holds about you. Your use of the Services may be limited to features that do not require SMS.
9.3 Consent to electronic communications. You consent to receive electronic communications from Simpafy, including SMS messages, email messages, and in-app messages, in connection with your Account and the Services. You agree that any notices, agreements, disclosures, or other communications Simpafy sends to you electronically will satisfy any legal communication requirements, including any requirement that the communication be in writing.
9.4 Transactional communications. Certain communications from Simpafy are necessary for the operation of your Account and cannot be opted out of without closing your Account. Transactional and service-related communications include verification messages, security notices, subscription and billing notices, updates to these Terms or the Privacy Policy, and responses to your inquiries.
9.5 Marketing communications. Where Simpafy sends you promotional or marketing communications, each such communication will include a mechanism to unsubscribe from further promotional communications. Opting out of promotional communications does not cancel your Membership, close your Account, or affect transactional communications.
9.6 Carrier networks. The content of SMS, voice, and other telecommunications is transmitted through networks operated by third-party carriers that Simpafy does not control. Simpafy is not responsible for the security or handling of Personal Information during transmission through such third-party carrier networks.
10.1 Membership. Simpafy offers a single paid Membership. The Membership includes access to the Simpa AI companion (via SMS, RCS, and webapp) and a number of Insights per year. The base Membership includes 3 Insights per year. You may add additional Insights by stacking Membership increments as described on the Simpafy website. The features, inclusions, and pricing of the Membership are described on the Simpafy website and within the Services. An active paid Membership is required to order laboratory testing through the Services.
10.2 Billing cycle. The Membership is billed monthly on the date you first subscribed (your "Billing Date"). Each monthly charge reflects the base Membership rate plus any additional Insight increments you have selected, as a single combined charge.
10.3 Auto-renewal. Your Membership will automatically renew on each Billing Date at the then-current price, until you cancel. By subscribing, you authorize Simpafy, through its payment processor Stripe, Inc. ("Stripe"), to charge your payment method on each Billing Date without further action on your part. You may cancel your Membership at any time as described in Section 11.
10.4 Payment authorization and method. You agree to provide accurate and current payment information to Stripe at the time of subscribing and to keep that information current throughout the term of your Membership. You authorize Simpafy, through Stripe, to charge the payment method you have provided for all Membership fees, taxes, and any other amounts you owe Simpafy. Simpafy does not receive or store your full payment card number.
10.5 Insights. Your full annual allocation of Insights becomes available to you at the start of each Membership year. You do not have to wait for Insights to accrue. You may use Insights at any time during your active Membership on any laboratory panel offered through the Services, in any combination, subject to the required-panel provision in Section 6.10. Each Insight has a mint price locked at the time it is created, which determines its cost if committed. Insights that are not used persist across annual renewals and accumulate on your account. You may transfer Insights to any other Simpafy user through the mechanisms provided in the Services. An active paid Membership is required to use or transfer Insights.
10.6 No insurance billing. Simpafy does not bill health insurance for any of the Services and is not an insurance-covered service. You are responsible for payment of all Membership fees directly, regardless of any insurance coverage you may hold.
10.7 Price changes. Simpafy may change the price of the Membership at any time. A price change affecting an active Membership will take effect upon the next renewal following notice to you of the change. Notice may be provided by email to the email address associated with your Account, by a notice within the Services, or by other reasonable means, at least thirty (30) days prior to the effective date of the change. If you do not agree to a price change, you may cancel your Membership in accordance with Section 11 before the change takes effect.
10.8 Taxes and governmental charges. Membership prices are exclusive of any applicable taxes, levies, or other governmental charges. You are responsible for all such taxes, levies, and charges arising from your purchase and use of the Services.
10.9 Failed payment. If Simpafy is unable to charge your payment method on a Billing Date, Simpafy may suspend your Membership access until payment is successfully processed. If Simpafy is unable to collect a payment after a reasonable period, Simpafy may cancel your Membership in accordance with Section 3.6. You remain liable for any amounts you owe to Simpafy.
10.10 Geographic pricing. Simpafy reserves the right to adjust pricing for users located in specific states or regions where laboratory costs, regulatory requirements, or other factors materially affect Simpafy's cost of providing the Services. Any change in pricing affecting an active Membership will follow the procedure set forth in Section 10.7.
10.11 Annual renewal. Upon the anniversary of your Membership year, for active Memberships:
(a) a fresh allocation of Insights for the new Membership year is minted and made available to you; and (b) any unused Insights from prior years remain on your account and do not expire.
11.1 Right to cancel. You may cancel your Membership at any time through the Services or by contacting Simpafy at support@simpafy.com.
11.2 Effect of cancellation on billing. Cancellation is effective immediately on the day of your request. Upon cancellation, Simpafy will stop charging your payment method for future renewal periods. Any settlement amount is calculated under Section 11.3. Cancellation does not by itself delete any Personal Information Simpafy holds about you.
11.3 Cancellation settlement. Upon cancellation, Simpafy reconciles your account as follows:
(a) the total of all Membership payments you have made across the life of the Membership is computed ("total paid"); (b) the cost of committed Insights is computed as the sum of each committed Insight's mint price; (c) the base service cost is computed as the non-Insight portion of the monthly Membership rate, prorated to the number of days from signup through the cancellation date; (d) settlement equals total paid minus committed Insight costs minus base service cost; (e) if settlement is positive, Simpafy refunds the difference to the payment method on file; and (f) if settlement is negative, Simpafy charges the difference to the payment method on file as a one-time charge at the time of cancellation.
Unused Insights (those that have not been committed to an order or transfer) are never charged. You only pay for what you have used.
11.4 Effect of cancellation on features. Upon cancellation:
(a) access to the Simpa AI companion and the Services ends on the day of cancellation; (b) no new laboratory orders may be placed through the Services; (c) all Insights on the account are resolved and removed as part of the cancellation settlement under Section 11.3; and (d) after settlement, no Insights or other Membership entitlements remain in the account.
11.5 Right to change Membership. You may add or reduce Insights at any time through the Services by adjusting your Membership configuration.
(a) When you add Insights (upgrade), no financial reconciliation occurs. New Insights are minted and your monthly rate increases. Existing Insights are unaffected. (b) When you reduce Insights (downgrade), no charge occurs. A residual refund may be issued based on the surplus between the rate difference over the period at the prior rate and the mint prices of the Insights being removed. Available Insights are removed oldest first. Your monthly rate decreases.
11.6 Reactivation after cancellation. You may reactivate a cancelled Membership at any time through the Services. Upon reactivation, a new Membership begins as of the reactivation date, and a fresh allocation of Insights is minted and made available to you. Reactivation does not restore any Insights or entitlements that were removed or settled under Section 11.4.
11.7 Right to delete. You may request deletion of your Account and of the Personal Information Simpafy holds about you at any time, including at the time of cancellation or at any time after cancellation. Deletion may be requested through the Services or by contacting Simpafy at support@simpafy.com. Deletion is handled in accordance with Section 4 of the Privacy Policy.
11.8 Account access after cancellation. Following cancellation, you may continue to access your Account for the purpose of reactivating your Membership, reviewing your historical Personal Information, or requesting deletion of your Personal Information. Cancellation does not by itself terminate your Account. Termination of the Account occurs only upon a deletion request by you or an action by Simpafy under Section 3.6.
12.1 Permitted use. You may use the Services only for your own personal, non-commercial purposes and in accordance with these Terms and all applicable laws.
12.2 Prohibited conduct — general. You agree that you will not, and will not permit or encourage any third party to:
(a) use the Services in violation of any law, rule, regulation, court order, or professional standard applicable to you; (b) provide false, misleading, or inaccurate information to Simpafy, including when creating an Account, providing information about a Subject, or communicating with Simpa; (c) impersonate any person or entity, or misrepresent your affiliation with any person or entity; (d) infringe, misappropriate, or otherwise violate the intellectual property rights, privacy rights, publicity rights, or other rights of any person or entity; (e) engage in any harassing, threatening, intimidating, stalking, defamatory, obscene, lewd, sexually explicit, pornographic, or hateful conduct or communication; (f) upload, transmit, or distribute any Content that is unlawful, harmful, infringing, or otherwise objectionable; (g) use the Services to harm, exploit, or collect information about a minor in violation of any applicable law; (h) use the Services to provide professional medical, financial, or legal advice to any third party without appropriate licensure; or (i) use the Services in connection with any fraudulent, deceptive, or unfair practice.
12.3 Prohibited conduct — technical. You agree that you will not, and will not permit or encourage any third party to:
(a) interfere with, disrupt, overburden, or impair the proper functioning of the Services or any systems or networks connected to the Services; (b) attempt to gain unauthorized access to the Services, any other user's Account, or any systems or networks connected to the Services; (c) probe, scan, or test the vulnerability of the Services or any systems or networks connected to the Services, other than in accordance with a published Simpafy security research program, if any; (d) introduce any virus, worm, trojan horse, ransomware, logic bomb, or other malicious code through the Services; (e) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, underlying ideas, algorithms, or architecture of the Services, except as expressly permitted by applicable law; (f) use any automated means, including bots, scrapers, spiders, crawlers, or data mining tools, to access, acquire, copy, or monitor any part of the Services, except that the operators of general-purpose public search engines are granted a limited, revocable, non-sublicensable right to use standard web indexing tools for the sole purpose of creating a publicly available searchable index of content generally accessible on the Simpafy website; (g) frame, mirror, or otherwise incorporate any part of the Services into any other website, application, or product without Simpafy's prior written consent; (h) remove, obscure, or alter any copyright notice, trademark, or other proprietary notice displayed by the Services; or (i) circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use of or copying of any Content.
12.4 Prohibited conduct — commercial. You agree that you will not, and will not permit or encourage any third party to:
(a) resell, rent, lease, sublicense, distribute, publish, or otherwise transfer the Services or any portion of the Services to any third party; (b) use the Services for the benefit of a third party, except for a Subject for whom you are acting as a Guardian or Helper in accordance with the Privacy Policy; or (c) use the Services to build a competitive product or service, to benchmark Simpafy against any competitor, or otherwise for competitive analysis purposes (see Section 2.7).
12.5 Simpafy's right to enforce. Simpafy may investigate and take appropriate action against any conduct that Simpafy reasonably believes violates this Section 12, including without limitation issuing warnings, removing Content, suspending or terminating Accounts (subject to Section 3.6), and cooperating with law enforcement.
13.1 You retain ownership of your Content. As between you and Simpafy, you retain all right, title, and interest in and to the Content you submit, upload, transmit, or display through the Services. Simpafy does not claim ownership of your Content.
13.2 License to Simpafy. You grant Simpafy a limited, non-exclusive, royalty-free, worldwide license to host, store, process, reproduce, display, and transmit your Content solely to the extent necessary to:
(a) provide the Services to you and to any Subject for whom your Content has been provided; (b) maintain, secure, and operate the Services; (c) comply with applicable law or legal process; and (d) use de-identified or aggregated information derived from your Content as permitted by Section 6.5 of the Privacy Policy.
13.3 Limitations on the license. The license granted in Section 13.2 does not authorize Simpafy to:
(a) sell, rent, lease, or trade your Content; (b) use your Content for marketing or advertising purposes, whether in connection with the Services or otherwise; (c) share your Content with advertisers, data brokers, or marketing partners; (d) create derivative works of your Content except to the extent necessary to provide the Services to you; (e) sublicense your Content, except to the extent Simpafy is required to do so to deliver the Services (for example, by transmitting your Content to a Laboratory Partner as described in Section 6); or (f) use your Content for any purpose not described in this Section 13 or in the Privacy Policy.
13.4 Termination of the license. The license granted in Section 13.2 terminates with respect to any Content that is deleted in accordance with Section 4 of the Privacy Policy, except (a) to the extent Simpafy is required to retain such Content to comply with law or legal process, and (b) with respect to any de-identified or aggregated information that has been derived from such Content prior to deletion, which remains subject to Section 6.5 of the Privacy Policy.
13.5 Representations regarding your Content. You represent and warrant that (a) you own or have all necessary rights to submit your Content to Simpafy and to grant the license set forth in Section 13.2, (b) your Content does not infringe, misappropriate, or violate the intellectual property, privacy, publicity, or other rights of any third party, and (c) your Content does not violate any applicable law.
13.6 Feedback. If you provide Simpafy with suggestions, ideas, feature requests, or other feedback regarding the Services ("Feedback"), you grant Simpafy a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate the Feedback into Simpafy's products and services without obligation or attribution. Feedback is not considered Content under this Section 13 and is not subject to the limitations in Section 13.3.
14.1 Simpafy's intellectual property. The Services, including without limitation all software, code, algorithms, models, trained artificial intelligence systems, user interfaces, designs, graphics, images, text, audio, video, documentation, trademarks, service marks, logos, trade dress, and other materials made available by Simpafy through the Services (collectively, "Simpafy IP"), are owned by Simpafy or by Simpafy's licensors and are protected by United States and international intellectual property laws. Nothing in these Terms transfers ownership of any Simpafy IP to you.
14.2 Limited license to you. Subject to your compliance with these Terms, Simpafy grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your own personal, non-commercial purposes. This license is granted solely during the term of your agreement to these Terms and terminates upon termination of your Account or of these Terms.
14.3 Trademarks. "Simpafy," "Simpa," the Simpafy logo, and any other names, logos, or slogans used in connection with the Services are trademarks or service marks of Simpafy, Inc. You may not use any Simpafy trademark, service mark, logo, or trade dress without Simpafy's prior written consent.
14.4 Third-party materials. The Services may include or display materials owned by third parties, including Laboratory Partners, laboratory reference ranges, medical content providers, or other third-party content. Such third-party materials are provided subject to the rights of their owners. You may not use any third-party material displayed through the Services in any manner that exceeds the license granted to you by the owner of that material.
14.5 Copyright claims. Simpafy respects the intellectual property rights of others. If you believe that any material available through the Services infringes your copyright, you may submit a notice of alleged infringement to Simpafy's designated agent under the Digital Millennium Copyright Act (17 U.S.C. § 512) by contacting Simpafy at support@simpafy.com. Your notice must include (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the allegedly infringed right, (b) identification of the copyrighted work claimed to have been infringed, (c) identification of the allegedly infringing material and information reasonably sufficient to permit Simpafy to locate it, (d) your contact information, (e) a statement that you have a good faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent, or the law, and (f) a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the owner.
15.1 Third-party services within the Services. The Services rely on third-party services to operate, including without limitation Laboratory Partners, payment processors, email delivery providers, SMS delivery providers, cloud infrastructure providers, and artificial intelligence and machine learning providers. Simpafy's use of such third-party services is described in the Privacy Policy. Your use of the Services may be subject to the terms and conditions of a third-party service to the extent that the third-party service interacts with you directly.
15.2 Laboratory Partners. Your interactions with a Laboratory Partner — including attending a laboratory location, providing a biological sample, and receiving any services from the Laboratory Partner — are governed by the Laboratory Partner's own terms and policies. Simpafy is not responsible for the Laboratory Partner's conduct, for any services performed by the Laboratory Partner, or for any claim arising from your interaction with a Laboratory Partner.
15.3 Third-party websites and content. The Services may contain links to websites, applications, services, or content operated by third parties. Simpafy does not control and is not responsible for any third-party website, application, service, or content that is linked to or referenced from the Services. Your interaction with any third-party website, application, service, or content is governed by the privacy policies and terms of the applicable third party. Simpafy encourages you to review the privacy policy and terms of any third-party website or service before providing information to it or using it.
15.4 No endorsement. Simpafy's reference to, inclusion of, or integration with any third-party service, product, or content within the Services does not constitute Simpafy's endorsement of that third party or its products or services.
16.1 AS IS AND AS AVAILABLE. THE SERVICES, INCLUDING WITHOUT LIMITATION ALL CONTENT, INFORMATION, MATERIALS, FEATURES, LABORATORY RESULTS, SIMPA OUTPUT, AND COMMUNICATIONS MADE AVAILABLE THROUGH THE SERVICES, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY LAW, SIMPAFY AND ITS LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
16.2 No warranty as to accuracy. Simpafy does not warrant that the Services, any information provided through the Services, any Simpa output, or any laboratory result will be accurate, complete, timely, reliable, or free of errors or omissions. Simpafy does not warrant that the Services will meet your requirements, that the Services will be available without interruption, or that defects in the Services will be corrected.
16.3 No warranty as to health outcomes. Simpafy does not warrant that use of the Services will result in any particular health outcome, improvement, or benefit. Simpafy does not warrant that Simpa output or laboratory results will identify or diagnose any medical condition, prevent any adverse health event, or lead to any specific course of treatment.
16.4 No warranty as to third parties. Simpafy does not warrant the services, products, conduct, or statements of any Laboratory Partner, payment processor, communications provider, or other third party referenced in or connected to the Services.
16.5 Jurisdictional exceptions. Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the exclusions in this Section 16 may not apply to you. In such jurisdictions, Simpafy disclaims warranties to the maximum extent permitted by law.
17.1 EXCLUSION OF INDIRECT AND CONSEQUENTIAL DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SIMPAFY, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE GOODS OR SERVICES; ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, YOUR USE OF OR INABILITY TO USE THE SERVICES, ANY CONTENT OR SIMPA OUTPUT, OR ANY LABORATORY RESULT, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SIMPAFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17.2 AGGREGATE LIABILITY CAP. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF SIMPAFY AND ITS AFFILIATES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED UNITED STATES DOLLARS ($100) OR (B) THE TOTAL AMOUNT YOU HAVE PAID TO SIMPAFY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
17.3 Basis of the bargain. You acknowledge that the limitations of liability in this Section 17 are an essential basis of the bargain between you and Simpafy, that Simpafy has set its pricing and made the Services available to you in reliance on these limitations, and that Simpafy would not be able to offer the Services on economically reasonable terms without these limitations.
17.4 Jurisdictional exceptions. Some jurisdictions do not allow the exclusion or limitation of certain damages. Accordingly, some of the exclusions and limitations in this Section 17 may not apply to you. In such jurisdictions, the liability of Simpafy and its affiliates is limited to the maximum extent permitted by law.
17.5 Liability that cannot be limited. Nothing in this Section 17 limits any liability that cannot be limited under applicable law, including liability for gross negligence, willful misconduct, fraud, or any other liability that applicable law does not permit to be limited.
18.1 Indemnification by you. You agree to indemnify, defend, and hold harmless Simpafy, its affiliates, and its and their respective officers, directors, employees, agents, licensors, and service providers (collectively, the "Simpafy Parties") from and against any and all claims, demands, lawsuits, investigations, proceedings, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees and costs, arising out of or relating to:
(a) your violation of these Terms or of any applicable law; (b) your violation of the rights of any third party, including intellectual property, privacy, publicity, or contractual rights; (c) your Content, including any claim that your Content infringes, misappropriates, or otherwise violates the rights of any third party; (d) your misuse of the Services; (e) any representation made by you under Section 2.6 or Section 6.8 regarding your authority with respect to an additional Subject that is or becomes inaccurate; (f) any decision you make based on information received through the Services, including any decision to order laboratory testing, to review laboratory results, to act on Simpa output, or to take or refrain from any health-related action; or (g) your negligence, willful misconduct, or fraud.
18.2 Defense procedure. Simpafy reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you under this Section 18, in which case you agree to cooperate with Simpafy's defense. You will not settle any matter subject to indemnification without Simpafy's prior written consent if the settlement would (a) impose any obligation on any Simpafy Party, (b) require any Simpafy Party to admit liability, or (c) prejudice the rights of any Simpafy Party.
18.3 Survival. Your obligations under this Section 18 survive the termination of these Terms and the termination or deletion of your Account.
19.1 Agreement to arbitrate. You and Simpafy agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between you and Simpafy (a "Dispute") will be resolved by binding individual arbitration rather than in court, except as set forth in Section 19.4 and Section 19.6.
19.2 Informal dispute resolution first. Before initiating arbitration, you agree to first attempt to resolve the Dispute informally by contacting Simpafy at support@simpafy.com with a written description of the Dispute, your name, your contact information, and the relief you are seeking. Simpafy will attempt to resolve the Dispute informally within sixty (60) days of receiving your notice. If the Dispute is not resolved within that period, either party may initiate arbitration.
19.3 Arbitration procedure. Arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (the "AAA Rules"), as modified by this Section 19. The AAA Rules are available at www.adr.org. Arbitration will be conducted by a single neutral arbitrator. The seat of the arbitration will be Wilmington, Delaware. Unless you are physically present at an in-person hearing, the arbitrator will conduct the arbitration by telephone, video conference, or written submissions. The arbitrator will have the authority to award the same relief that a court could award in an individual proceeding, and the arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.
19.4 Exceptions. Notwithstanding Section 19.1, either party may:
(a) bring an individual claim in small claims court, if the claim qualifies; (b) seek temporary or preliminary injunctive or equitable relief in a court of competent jurisdiction to prevent or restrain an actual or threatened infringement, misappropriation, or violation of intellectual property rights or unauthorized access to or use of the Services; and (c) pursue any claim or remedy that applicable law does not permit to be resolved by arbitration.
19.5 CLASS ACTION WAIVER. YOU AND SIMPAFY AGREE THAT ANY DISPUTE WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF MULTIPLE PERSONS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. YOU AND SIMPAFY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, COLLECTIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER PARTY. YOU AND SIMPAFY ALSO WAIVE ANY RIGHT TO A TRIAL BY JURY.
19.6 Thirty-day opt-out right. You may opt out of the arbitration agreement and the class action waiver in this Section 19 by sending written notice of your decision to opt out to Simpafy at support@simpafy.com within thirty (30) days of the date you first agreed to these Terms. Your notice must include your name, the email address or phone number associated with your Account, and a clear statement that you are opting out of the arbitration agreement. If you opt out under this Section 19.6, neither you nor Simpafy may require the other to arbitrate any Dispute, but all other provisions of these Terms will continue to apply to you.
19.7 Fees. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, except that Simpafy will pay filing and administration fees to the extent required to render the arbitration procedure enforceable under applicable law. If the arbitrator finds that either your claim or the relief sought by Simpafy was frivolous or brought for an improper purpose, the arbitrator may award fees and costs to the prevailing party as permitted by applicable law.
19.8 Severability of this Section 19. If any provision of this Section 19 is found to be unenforceable, that provision will be severed, and the remaining provisions of this Section 19 will continue to apply. However, if the class action waiver in Section 19.5 is found to be unenforceable with respect to a particular claim or form of relief, that claim or relief must be brought in a court of competent jurisdiction rather than in arbitration, and the remainder of this Section 19 will continue to apply to all other claims and relief.
19.9 Survival. This Section 19 survives the termination of these Terms and the termination or deletion of your Account.
20.1 Termination by you. You may terminate these Terms at any time by cancelling your Membership and deleting your Account in accordance with Section 11.
20.2 Termination by Simpafy. Simpafy may terminate these Terms, or suspend or terminate your Account, at any time in accordance with Section 3.6.
20.3 Effect of termination. Upon termination of these Terms for any reason:
(a) your right to access and use the Services ends; (b) any amounts you owe to Simpafy at the time of termination remain due and payable; (c) any provision of these Terms that by its nature is intended to survive termination — including without limitation Sections 5, 6, 7, 8, 13, 14, 15, 16, 17, 18, 19, 20, and 22 — will survive termination; and (d) Personal Information Simpafy holds about you is handled in accordance with Section 4 of the Privacy Policy.
21.1 Updates. Simpafy may update these Terms from time to time. Simpafy will post the updated Terms at https://simpafy.com/terms and will revise the Effective Date at the top of the Terms.
21.2 Notice of material changes. Where Simpafy makes a material change to these Terms — including without limitation a change to the Services, to Membership fees or billing terms, to dispute resolution procedures, or to the rights available to you under these Terms — Simpafy will provide notice to Account holders prior to the effective date of the change. Such notice may be provided by email to the email address associated with your Account, by a notice within the Services, or by other reasonable means.
21.3 Continued use. Your continued use of the Services after the effective date of any update to these Terms constitutes your acceptance of the updated Terms. If you do not agree to an updated version of these Terms, you may cancel your Membership or delete your Account in accordance with Section 11.
21.4 Prior versions. Simpafy retains and, upon written request to support@simpafy.com, will make available prior versions of these Terms.
22.1 Governing law and venue. These Terms and any Dispute arising out of or relating to these Terms or the Services are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Except as set forth in Section 19, any action brought in court must be brought exclusively in the state or federal courts located in Wilmington, Delaware, and you and Simpafy consent to the personal jurisdiction of those courts. Notwithstanding the foregoing, a claim brought in small claims court under Section 19.4(a) may be brought in the small claims court of the county in which you reside.
22.2 Entire agreement. These Terms, together with the Privacy Policy and any other documents expressly incorporated into these Terms by reference, constitute the entire agreement between you and Simpafy regarding the Services and supersede all prior or contemporaneous agreements, proposals, representations, and understandings, whether written or oral, regarding the subject matter of these Terms.
22.3 Severability. If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be severed from these Terms, and the remaining provisions will continue in full force and effect.
22.4 No waiver. Simpafy's failure to enforce any provision of these Terms is not a waiver of that provision or of any other provision. Any waiver by Simpafy must be in writing and signed by an authorized representative of Simpafy.
22.5 Assignment. You may not assign or transfer these Terms, or any rights or obligations under these Terms, without Simpafy's prior written consent. Any attempted assignment or transfer by you without Simpafy's prior written consent is void. Simpafy may assign or transfer these Terms, or any rights or obligations under these Terms, without restriction and without notice to you.
22.6 Force majeure. Simpafy will not be liable for any delay in or failure of performance resulting from causes outside Simpafy's reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor disputes, government action, public health emergency, power failure, internet or telecommunications failure, or failure of third-party services relied upon by Simpafy.
22.7 Notices to you. Notices from Simpafy to you may be provided to the email address or phone number associated with your Account, by a notice within the Services, or by other reasonable means. You are responsible for keeping your Account contact information current.
22.8 Notices to Simpafy. Notices from you to Simpafy must be sent to support@simpafy.com unless a different address or method is specified in these Terms or by Simpafy.
22.9 Relationship of the parties. These Terms do not create any agency, partnership, joint venture, employment, or franchise relationship between you and Simpafy. Neither you nor Simpafy has any authority to bind the other.
22.10 Electronic signatures and records. You agree that these Terms may be executed electronically and that your electronic agreement to these Terms — including by clicking "I agree" or a similar affirmation, or by accessing or using the Services — constitutes a valid and legally binding agreement. You also agree that Simpafy may maintain records of your agreement and your use of the Services in electronic form, and that such records are admissible as evidence in any legal proceeding to the same extent as an original paper record.
22.11 Headings. Section headings in these Terms are for convenience only and do not affect the meaning or interpretation of these Terms.
22.12 Interpretation. These Terms are the product of an arm's-length transaction between you and Simpafy. Any ambiguity in these Terms will not be construed against either party by virtue of authorship. The words "including" and "include" mean "including without limitation" and do not limit the generality of any preceding language.
22.13 Contact. For questions about these Terms, contact Simpafy at support@simpafy.com.