Terms & Conditions
November 14, 2023
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND SIMPLIFED THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 17 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.
1. Agreement to Terms
By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services.
3. Changes to these Terms or the Services
We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, to the App and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
4. Who May Use the Services?
You may use the Services only if you are at least 13 years of age (or such other minimum age at which you can provide consent to data processing under the laws of your territory), and not otherwise barred from using the Services under applicable law. If you are over 13 years of age but under the age of majority in your respective jurisdiction, you hereby represent and warrant that your parent or legal guardian has read these Terms, and accepts them on your behalf. Parents and legal guardians are responsible for the acts of their minor children when using the Services, whether or not the parent or guardian has authorized such acts.
5. Disclosures Regarding Content and Virtual Care Services.
- The content of the Site and App are provided for informational purposes only. Any advice or information provided through the content on the Site or App does not create a provider-patient relationship, is not an aid to making medical decisions, and is not marketed, promoted or otherwise intended to be used to diagnose any disease or other condition, or to cure, mitigate, treat, or prevent any disease. The content of the Site and App is not a substitute for professional medical advice, diagnosis or treatment. Never disregard professional medical advice or delay in seeking it because of something you have read on the Site or App. If you think you may have a medical emergency, call your doctor or 911 immediately. RELIANCE ON ANY CONTENT PROVIDED ON THE SITE OR APP BY SIMPLIFED, OTHERS APPEARING ON THE SITE AT THE INVITATION OF SIMPLIFED, OR OTHER USERS OF THE SITE OR APP IS SOLELY AT YOUR OWN RISK.
- The Virtual Care Services you receive from Professionals through the Site or App should not be used as a replacement for professional guidance from your primary care provider or any other health care providers, and such Virtual Care Services may not necessarily give rise to a provider-patient relationship or an ongoing treatment relationship. You are expected to seek follow-up or emergency care as needed or recommended by a Professional, and you should continue to consult with your primary care provider and/or any other health care providers as needed or recommended. Additionally, unexpected events may disrupt our electronic communication with you and we may not be able to contact you as quickly as we would like to due to uncontrollable circumstances. If you think you may have a medical emergency, call your doctor or 911 immediately. Moreover, please be aware that our Professionals tailor their response to your specific situation, taking into account the information you have shared, and their response may not be appropriate for other mothers. The Professionals who provide the Virtual Care Services may make recommendations and/or arrangements for follow-up care, as appropriate, and you are welcome to access our Services for these follow-up visits. While the Services are intended to provide benefits such as convenient on-demand virtual access to Professionals and the Services they provide, there do exist potential risks associated with the use of the Services, as outlined herein and in the informed consent to treatment provisions you will be separately required to acknowledge.
- All Professionals performing Virtual Care Services through the Site and App (other than lactation allies) hold certifications in lactation education and consulting. Some performing Virtual Care Services through the Site and App hold other, including higher, professional licenses that were issued by the applicable professional licensing board. Lactation allies are peer mothers who are contracted with SimpliFed to provide lactation and baby-feeding peer support services to you and other mothers receiving Services from SimpliFed. Services obtained through the Site and App are limited to virtual lactation consultation and baby feeding support services only. You can report a complaint relating to any Services provided by a certified or licensed Professional by contacting the professional licensing board, or by contacting SimpliFed directly. In a professional relationship, sexual intimacy is never appropriate and should be reported to the professional licensing board that licenses, registers or certifies the licensee. Any clinical records created as a result of your use of the Site and App and the Virtual Care Services will be securely maintained by SimpliFed and/or its Service Providers on behalf of the Professional with whom you consult, for a period that is no less than the minimum number of years that such records are required to be maintained under applicable state and federal law.
- SimpliFed offers virtual lactation consultation and baby-feeding support services provided by Professionals to Site and App users. The terms “virtual care” or “telehealth” or “telemedicine” generally refers to healthcare services that are provided to a patient in one location by a professional in a distant location facilitated through the use of some form of telecommunications technology, such as synchronous, interactive audio-video interface and/or asynchronous store-and-forward modalities. The information exchanged between our Professionals and you may be used for diagnosis, therapy, treatment, follow-up care, consultation, education, care management and/or self-management of your health care.
FOR CALIFORNIA RESIDENTS ONLY: Telehealth services may be available with your primary care provider (PCP) or specialist provider. When you receive Virtual Care Services from Professionals, you have the right to access your medical records and such medical records will be shared with your PCP or specialist provider in a manner consistent with state and federal law. If you want to opt-out of the foregoing, please notify SimpliFed at any time by sending us an email at firstname.lastname@example.org.
- As with any type of health care services, there are potential risks associated with the use of virtual care services, including the Virtual Care Services provided through the Site and the App:
- Information available to the Professionals may not be sufficient to make a correct diagnosis or other professional decisions. For example, there could be limitations in the information transmitted to the Professional and access to your complete medical records, which could lead to incorrect assessments or other adverse reactions. Also, information that can be obtained only by in-person, physical examination or by being physically present with the patient will not be available. In some cases, the Professional may conclude that the information transmitted is not sufficient (e.g., poor resolution of images) or on some other basis the nature of you or your baby’s issue is such that it does not allow for the Services to be provided appropriately by the Professional without an in-person evaluation.
- Telehealth and virtual care rely on electronic communications and devices. Any technical failure or power outage could therefore delay or disrupt such communications and hinder, delay or erase the ability of SimpliFed and/or the Professionals to assist you. These limitations could result in incorrect assessment or diagnosis, which in turn could lead to care that is not helpful, or that could be harmful or cause other problems. Professionals performing Virtual Care Services through the Site and App are aware of these limitations and take them into account in making professional decisions within the scope of their practice as a lactation counselor or consultant, but the risk of error nevertheless exists.
- In some cases, applicable laws may prevent Professionals from providing the Services you desire through the Site or App. When that is the case, the Professional will refer you to an appropriate provider who can provide the services you desire.
- Since telehealth and other forms of virtual care remain relatively new approaches to care, risks not yet identified, possibly significant, could also exist.
- You are under no obligation, of course, to obtain virtual care. You may do so through conventional, in-person services instead of or in addition to these Services. Please feel free to provide feedback to SimpliFed should you become concerned that our virtual care may be insufficient for your needs.
We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
- Insurance. If you have insurance coverage, you represent and warrant that the insurance information you have provided is accurate, complete, and current, and no other unidentified coverage exists. You request that payment of authorized benefits be made on your behalf to SimpliFed for any Services furnished and assign your right to receive payment of such benefits to SimpliFed. You authorize SimpliFed to file appeals on your behalf for any denials of payment and/or adverse benefit outcomes related to Services provided. If your insurance provider will not direct payment to SimpliFed, you agree to forward all insurance payments that you receive for the Services to SimpliFed. You authorize SimpliFed to release to your insurance provider any information needed to determine eligibility for benefits payable for the Services rendered. You are responsible for all charges for the Services provided that are not covered by your insurance provider or for which you are responsible for under your insurance plan (including copayments, co-insurance and deductibles, as applicable). Further, you agree that, if permissible by law, you will reimburse SimpliFed for all costs, expenses, and reasonable attorney’s fees that may be incurred to collect payment for those charges related to Services rendered. These terms and conditions, and assignment of benefits, will apply and extend to any subsequent visits and appointments through which you or your child(ren) utilize the Services. Please check with your insurance provider to determine whether any Services will be reimbursed. SimpliFed offers no guarantee that you shall receive any such reimbursement from your insurance provider for the Services
- Out-of-Network; Self-Pay; Subscriptions. If you do not have insurance coverage for the Services, you are participating in a subscription program through an employer-provided benefit or if your coverage for the Services is denied by your insurance provider because SimpliFed is out-of-network, you acknowledge and agree that you shall be personally responsible for all incurred expenses.
- If you have insurance but SimpliFed is out-of-network, SimpliFed will provide you with a superbill suitable for you to submit to your insurance. The superbill (which will also serve as a payment receipt) will be coded appropriately to the level of Virtual Care Services provided. You agree to pay SimpliFed at the time of the visit (credit card or HSA/FSA debit cards). Payments may be made electronically using a credit card or fund transfer. SimpliFed uses a third-party credit card processing company to process payments. As applicable, such third-party credit card processing company meets the high standards of HIPAA and the banking industry for security and privacy with regard to financial transactions. However, such third-party credit card processing company may send, automatically or per your request, email or text message receipts that reveal personal health information such as the date and type of Virtual Care Services. If you are not comfortable with this, payment may be made via cash or check instead.
- If you do not have insurance coverage or are participating in a subscription program offered by SimpliFed through an employer-provided benefit or arrangement, SimpliFed will provided you with an invoice for the applicable cost of the Services (or certain portions thereof) based on the then current pricing structure of SimpliFed, which may be amended from time to time (the “Fee”) and you agree to pay such Fees, if any, directly to SimpliFed. When you make a Fee payment to SimpliFed (a “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your insurance information, if any, your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such Fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.
- Cancelling Fee Payment. You may cancel a Transaction for a full refund within 1 calendar day of your initial purchase for self-pay clients. AFTER THAT, SELF-PAY CLIENTS’ PURCHASE IS FINAL AND SUCH SELF-PAY CLIENT WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF PAYMENT AT ANY TIME. Notwithstanding anything to the contrary herein, you understand and agree that for any Services provided on an appointment basis, you may be responsible for a missed appointment fee according to the current fee schedule if you do not cancel a scheduled appointment at least twenty-four (24) hours in advance of the scheduled appointment time. But if something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; if we cancel your Transaction we’ll refund any payment you have already remitted to us for such Transaction. To cancel, you can send an email to email@example.com. If you cancel, your right to use the Services will terminate immediately without further charges; provided that you will be responsible for any charges for Services provided up to and including the date of your cancellation email.
- Miscellaneous. We reserve the right to modify or implement a new pricing structure at any time prior to billing you for your initial payment or for future payments due pursuant to these Terms. SimpliFed may determine that the Services are not appropriate for some or all of your treatment needs, and, accordingly, may elect not to provide Services to you.
8. Rights and Terms for Apps.
- App License. If you comply with these Terms, SimpliFed grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.
- Additional Information: Apple App Store. This Section 8(b) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.
9. Text Messages.
- Opting Out of Text Messages. You can opt out of receiving push notifications, SMS or MMS text messages at any time by following the instructions in the text messages you have received from us (e.g., texting “STOP” to opt out) or following any other instructions given by SimpliFed for doing so. Note that your use of the Services is subject to you providing a valid cellular phone number for purposes of receiving SMS or MMS text messages, and opting out of receiving all texts will impact your use of the Services.
- Changing Your Phone Number. If you change or deactivate the phone number you provided to SimpliFed, you have an affirmative obligation to update your account information and the phone number(s) attached to your account to prevent us from inadvertently communicating with anyone who acquires any phone number(s) previously attributed to you, and any new phone number(s) you attach to your account may receive SimpliFed’s standard SMS messages unless you also unsubscribe via the above procedures.
10. General Prohibitions and SimpliFed’s Enforcement Rights.
You agree not to do any of the following:
- Post, upload, publish, submit, transmit, or otherwise make available anything (other than Feedback) through the Services (“User Content”) that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
- Use, display, mirror or frame the Services or any individual element within the Services, SimpliFed’s name, any SimpliFed trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without SimpliFed’s express written consent;
- Access, tamper with, or use non-public areas of the Services, SimpliFed’s computer systems, or the technical delivery systems of SimpliFed’s providers;
- Attempt to probe, scan or test the vulnerability of any SimpliFed system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by SimpliFed or any of SimpliFed’s providers or any other third party (including another user) to protect the Services;
- Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by SimpliFed or other generally available third-party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a SimpliFed trademark, logo URL or product name without SimpliFed’s express written consent;
- Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
SimpliFed is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
11. Links to Third Party Websites or Resources.
The Services (including the App) may allow you to access third-party websites or other resources. Additionally, the Services may integrate third-party applications, products, or services which may subsequently gain access to your data, including your personal information (“PI”) and/or protected health information (“PHI”). These third-party applications, products, and services are not affiliated with SimpliFed and, as such, may have different policies regarding the handling of PI and PHI. Your use of these third-party applications, products, and services is subject to the terms and conditions and privacy practices/policies maintained by such applications, products, and services. We make no representations or warranties with respect to third-party applications, products, or services, or how they operate, including operations involving the privacy, security, exchange, and transmission of your data. We advise you to review the terms and conditions and policies/practices for all third-party applications, products, and services with which you engage. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.
We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at firstname.lastname@example.org. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 7(a), 7(b) (only for payments due and owing to SimpliFed prior to the termination), 10, 12, 13, 14, 15, 16, 17 and 18.
13. Warranty Disclaimers
THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. General advice posted to the Site or App or relayed through the Services is for informational purposes and is not intended to replace or substitute any medical service or specific professional advice, including those SimpliFed and its Professionals may provide to you as Virtual Care Services. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.
You will indemnify and hold SimpliFed and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms.
15. Limitation of Liability
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SIMPLIFED NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES, INCLUDING THE VIRTUAL CARE SERVICES, WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, PROFESSIONAL MALPRACTICE OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SIMPLIFED OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SIMPLIFED’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO SIMPLIFED FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO SIMPLIFED, AS APPLICABLE.
- THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SIMPLIFED AND YOU.
16. Governing Law and Forum Choice
These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 17 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and SimpliFed are not required to arbitrate will be the state and federal courts located in the County of Tompkins in the State of New York, and you and SimpliFed each waive any objection to jurisdiction and venue in such courts.
17. Dispute Resolution
- Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and SimpliFed agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and SimpliFed are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
- Exceptions. As limited exceptions to Section 17 (a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
- Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
- Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
- Injunctive and Declaratory Relief. Except as provided in Section 17(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
- Class Action Waiver. YOU AND SIMPLIFED AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
- Severability. With the exception of any of the provisions in Section 17(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
18. General Terms
- Reservation of Rights. SimpliFed and its licensors exclusively own all right, title andi nterest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
- Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between SimpliFed and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between SimpliFed and you regarding the Services. If any provision of theseTerms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without SimpliFed’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. SimpliFed may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
- Notices. Any notices or other communications provided by SimpliFed under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
- Contact Information. If you have any questions about these Terms or the Services, please contact SimpliFed at email@example.com.