Simple Therapy Terms of Service
Last Updated: March 18, 2022
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. IF YOU RESIDE IN THE UNITED STATES, PLEASE NOTE THAT SECTION 22 OF THESE TERMS OF SERVICE CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECTS HOW DISPUTES WITH SIMPLETHERAPY ARE RESOLVED. BY ACCEPTING THESE TERMS OF SERVICE, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 22 BELOW.
1. Acceptance of Terms/Services Provided
SimpleTherapy, Inc. (“SimpleTherapy”, “we”, “us” or “our”), owns and operates www.simpletherapy.com and certain mobile, touch or affiliated websites or applications (“app” or “apps”) that we may have or operate now or in the future (collectively, the “Site”). The Site provides personalized video-based exercise therapy programs, including optional interactive coaching services (collectively, the “Exercise Services”), and live interactive physical therapy sessions, including as may be offered through a proprietary LivePT platform (the “PT Services”, and together with the Exercise Services, the “Services”) with independent professionals (each, a “Physical Therapist”) based, in part, upon the information we are provided by individuals who use the Site (referred to as “Users”, “User”, “you” and “your”, as context requires).
By using the Site or the Services, whether on a reoccurring subscription basis or as needed, regardless of whether or not a payment is made by you, your employer, or an insurer on your behalf for your use of such Services, you acknowledge your understanding of the terms, conditions, and restrictions of these Terms of Service (“Terms”) and agree to comply with and be legally bound by the same.
If you access the Site or accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that legal entity and, in such event, “you” and “your” will refer to that legal entity, including its directors, officers, members, managers, partners, employees, agents, servants and representatives, as the case may be.
2. Nature of Site/Confirmation of Informed Consent/Telehealth
Nothing on the Site is intended to create a physical therapist-patient relationship, or to replace the services of a licensed, trained, in-person physical therapist, or be a substitute for medical advice of a trained health professional licensed in your state. You should not rely on anything contained in the Site, and you should consult a medical professional licensed in your state in all matters relating to your health. You hereby agree that you shall not make any health or medical related decision based in whole or in part on anything contained in the Site.
Provision of physical therapy or healthcare advice as a part of any of the PT Services is not provided by SimpleTherapy but rather through the individual healthcare providers with whom you must first establish a physical therapist-patient relationship. Using, accessing, and/or browsing the Site or providing personal medical history does not create a physical therapist- patient relationship between you and SimpleTherapy or any of its employees and/or affiliates.
Any content accessed through the Service is for informational purposes only, and is not intended to cover all possible uses, directions, precautions, drug interactions, or adverse effects. The Service should not be used during a medical emergency or for the diagnosis or treatment of any medical condition. Please consult your doctor or other qualified health care provider if you have any questions about a medical condition, or before taking any drug, changing your diet, or commencing or discontinuing any course of treatment. Do not ignore or delay obtaining professional medical advice because of information accessed through the Site.
By using the Site, you acknowledge and agree that SimpleTherapy (i) provides access to third-party providers; (ii) is not itself a medical care provider, (iii) is not a substitute for seeking medical care, (iv) does not itself provide medical advice, and (v) does not warrant that the Services can be used to diagnose, treat, or prevent any disease or condition, and (v) that your use of the PT Services specifically is wholly and absolutely conditioned on your acknowledgement and acceptance of SimpleTherapy’s Informed Consent for Telehealth Services (the “Informed Consent”), which states, in part:
NATURE OF TELEHEALTH CONSULTATION
Telehealth involves the use of audio, video, or other electronic communication to enable your health care provider to interact with you and provide medical consultation, therapy, or treatment from a remote location. Video-conferencing technology will be used by your provider to facilitate the telehealth session. With your consent, the session may be recorded for quality review, operations, training, research, and safety purposes.
I understand that a video consultation will not be the same as an in-person visit with a healthcare provider due to the fact that I will not be in the same room as my therapist or Physical Therapist.
The purpose of physical therapy is to treat disease, injury and disability by examination, evaluation and intervention by use of rehabilitative procedures, mobilization, manual techniques, exercises, and physical agents to aid the patient in achieving their maximum potential, within their capabilities, and to accelerate functional recovery. I understand that due to the nature of digital healthcare and telehealth services that I may be limited in the availability of some of the above services. However, I also understand that my Physical Therapist will thoroughly explain to me the plan before it is performed.
I also understand that my Physical Therapist cannot give me a medical diagnosis and physical therapy is not a substitute for a medical diagnosis by a physician. I also understand that my physical therapist is licensed and board certified to identify functional deficits and movement disorders and provide treatment. In the case of SimpleTherapy, I also understand that I may be receiving direct care by my physical therapist without a medical diagnosis first.
By using this Site, you (i) warrant and agree that you have read and agreed to the Informed Consent in its entirety and fully understand its contents, including the risks and benefits of the PT Services; (ii) acknowledge that you may ask your provider questions regarding the benefits and risks of telehealth and ensure those questions are answered to your satisfaction prior to receiving the PT Services; and (iii) give your consent to telehealth as an acceptable form of delivering the PT Services to you and that your consent will cover any and all of your sessions using telehealth with any Physical Therapist.
SimpleTherapy reserves the right, at its sole discretion and for any reason, to modify or discontinue, temporarily or permanently, the Site or the Services, or to modify these Terms at any time and without prior notice to you. Modified Terms will become effective as to all Users, regardless of when such User began using the Services, immediately upon posting to the Site by us. The date of the last update is stated at the top of this document. You agree to be bound by any modified Terms by continuing to use the Site. If the modified Terms are not acceptable to you, in whole or in part, your only recourse is to immediately cease accessing or using the Site.
4. User Registration
The Services allow Users to access exercise and physical therapy program information, register an account, and/or engage with SimpleTherapy through provided communication options.
(a)Free Trial. you may use one or more of the Services on a temporary, free trial basis free of charge or any subscription commitment. Your free trial access will end either when you have completed one exercise program offered on the Site, when you have completed registration to create a User Account (defined below), or when we terminate your free trial, which we may do at any time and for any reason, in our sole and absolute discretion.
(b)Registration. To access and use the Services as a registered user, you must register an account (“User Account”) by providing the information required in the registration form (the “Registration Form”), including your name, date of birth, email address and either (i) a valid authorization from an employer, medical care provider, and/or a valid and acceptable method of payment (your “Payment Method”) or, (ii) for individuals who receive the Services as part of a Group Health Benefit Plan, your Health Plan Member ID or Group Authorization Code. You agree to provide accurate, current and complete information on the Registration Form, and to update such information related to your User Account on the Site as needed in order that it remain accurate, current and complete. You agree that you will safeguard your password and that you are solely responsible for any activities or actions under your User Account, whether or not you have authorized such activities or actions. You will immediately notify us of any unauthorized use of your User Account. You may not have more than one User Account at any given time.
(c)Termination. You may terminate your User Account at any time by following the instructions provided on the Site. By deactivating your User Account, you will also revoke any consents you have provided herein. We reserve the right to terminate any User Account at any time for violation of these Terms or other conduct we deem detrimental to the Service or for any other reason, with or without cause, in our sole discretion, including, without limitation, on the basis of false information provided by you on the Registration Form. We reserve the right to maintain, delete or destroy all communications and materials posted or uploaded to the Site pursuant to our internal record retention and/or content destruction policies. If you terminate your User Account, SimpleTherapy will have no further obligation to provide you with access to the Site or to the Services, and will, upon written request by you, provide you direct contact information for any Physical Therapist(s) who has/have provided you PT Services on the Site. Upon termination by either you or us, we will determine if you are owed funds which are held by us or funds remain due and owing to us by you, and will promptly remit or request payment of such funds as applicable.
5. Disclosures/Service Information and Limitations
All Physical Therapists performing the PT Services hold professional licenses issued by the professional licensing boards or agencies in the states where they practice. You may report a complaint relating to the care provided by a Physical Therapist by contacting the professional licensing board in the state where the care was received. Any clinical records created as a result of your use of the Services will be securely maintained by SimpleTherapy on behalf of each Physical Therapist for a period that is no less than the minimum number of years such records are required to be maintained under state and federal law, which is typically at least six (6) years.
SimpleTherapy does not provide healthcare services and holds no expertise in diagnosing, examining, or treating medical conditions of any kind, or in determining the effect of any specific exercise on a medical condition. The Physical Therapists provide clinical services through a group of independently owned professional practices consisting of SimpleTherapy MSO, Inc. SimpleTherapy MSO, Inc is an independent management entity with a national network of physical therapists who provide clinical telehealth services.
When participating in any exercise or exercise program, or in any physical therapy program, including the Exercise Services and PT Services, there is the possibility of physical injury and/or property damage. In using the Services, you agree that you are voluntarily participating in the related activities, will and shall assume all risk of injury to yourself or others, will and shall assume all risk of any property damage, and agree to release and discharge SimpleTherapy from any and all claims or causes of action, known or unknown, arising out of your participation in or use of the Services.
You should consult with a qualified medical care professional before beginning any of the Services. The Services, and any direction, advice or treatment described or provided with respect to any Service, in any format or through any medium, are not a replacement or substitute for your consultation with a medical care professional. If your use of the Services causes you any pain or discomfort, you should immediately cease using such Service and contact your medical care professional.
Call 911 or your doctor for all medical emergencies. SIMPLETHERAPY IS NOT RESPONSIBLE OR LIABLE FOR ANY MEDICAL ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER INFORMATION, SERVICES OR PRODUCTS THAT YOU MAY OBTAIN THROUGH THE SITE OR YOUR USE OF THE SERVICES.
By using the Site as a registered user, you consent to receive communications from us by email using the email address you provide in your Registration Form, as may be updated from time-to-time by you, including, without limitation, announcements (including notifications each time these Terms have been modified), administrative messages, service updates, and other non-transactional communications (collectively, “Non- Transactional Messages”). These Non-Transactional Messages are considered part of the Services.
By creating a User Account, you are further opting into receiving text messages and other SMS alerts from SimpleTherapy, and that such message may incur a charge by your mobile phone service provider. You may opt out of receiving Non-Transactional Messages whether by email or text of both at any time by designating your communications preferences in your User Account or by emailing us at firstname.lastname@example.org, provided that it may take up to 48 hours for your opt-out request to be processed by us if sent by email.
Notwithstanding the foregoing, SimpleTherapy reserves the right to communicate with you through the interface on our Site, but only in certain instances, including, without limitation, as necessary to notify you of periods of Site inaccessibility due to scheduled maintenance.
7. Service Process; Apportionment of Fees
Users may access and use the Services by selecting an automatically renewing subscription plan (which may be terminated at any time), registering a User Account, and either (i) providing an access code or member identification number provided by your employer, medical care provider, or insurer (each, a “Third Party Plan”), or (ii) in certain circumstances (described below), agreeing to pay the subscription plan service fee (the “Service Fee”).
By accessing the Site and using the Services, you acknowledge that some Third Party Plans will not cover the entirety of the cost of some Services (for example, some plans may involve a co-pay or some may reimburse you directly for your use of the Site), while other Third Party Plans may be based on your actual use of the Site/Services during a predetermined period or with respect to certain predetermined milestones, and that, as a result of the differences between Third Party Plans, you may be required to personally pay for accessing the Site under certain circumstances. By accessing the Site, you acknowledge that you have made all necessary inquiries and have been given the opportunity to ask questions you might have to the sponsor or provider of your Third Party Plan before using the Site, and that a Service initially covered by a Third Party Plan may later become a payment for which your will be held personally responsible.
To the extent not otherwise covered by a Third Party Plan, you agree to pay all Service Fees in order to use or access the Site or the Services in effect if any fee or charge becomes due and payable. If you provide SimpleTherapy with your Payment Method, you agree that SimpleTherapy is authorized to immediately charge your account for all fees and charges due and payable to us hereunder and that no additional notice or consent is required. Please check with your employer, health plan or related agency to determine if any Services will be reimbursed to you directly. To the extent your Third Party Plan lapses, becomes inapplicable to you, in whole or in part, due to a change in your circumstances or Services you choose to use, or does not cover the full cost of the Services you have chosen to receive on the Site (collectively, a “Shortfall”), you acknowledge and agree that you shall be personally responsible for all remaining expenses whether or not you have provided your Payment Method. In the event you have not provided your Payment Method and there occurs such a Shortfall, SimpleTherapy reserves the right to withhold your access to the Services until such time as you have provided your Payment Method.
To the extent required to cover any Shortfall, you hereby authorize SimpleTherapy, our payment processing provider, any affiliated website or web service through which any Service(s) is/are provided, or any online platform providing download access to our app, to run authorizations on you Payment Method and to store payment card information and related banking or financial details, and to make a recurring charges to your Payment Method, however acquired or accessed by us, in accordance with the terms of your designated subscription plan, subject to the terms and conditions of any third party (e.g. the Apple App Store) regarding payment and/or termination of subscriptions, as may be applicable.
SimpleTherapy, and/or its designee for processing Service Fees, warrants that it will protect User Payment Method data in accordance with the Payment Card Industry Data Security Standard.
You agree to notify us of any discrepancies or unauthorized charges within sixty (60) days after they are applied to your Payment Method. After that date, all charges will be deemed unconditionally accepted by you for all purposes, including as may be relevant to resolution of inquiries made by your credit card issuer.
8. Your Content
Registered Users may be provided opportunities to contribute Content visible to other Users. “Content” means text, graphics, images, music, software, audio, video, information or other materials. You acknowledge and agree that you alone are responsible for any and all Content you post on the Service.
When you post Content on the Services, you represent and warrant that you have the right, power, and authority to post that Content and grant the licenses specified below. You further represent and warrant that by posting or providing such Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such Content and that we may exercise the rights to your Content granted under the Terms without any liability or obligation for any payment.
9. User Affirmations, Conduct and Use
By using the Service, you represent, warrant and agree to the following:
• You are at least 13 years of age.
• You are solely responsible for compliance with any and all laws, rules, regulations, or obligations that may apply to your use of the Service.
• Nothing that you upload, publish, represent, warrant or transmit using the Site or Service, will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
• You will not use manual or automated software, devices, scripts, redirects, robots, other means or processes to access, “frame,” “mirror,” “scrape,” “crawl” or “spider” any web pages or other services contained in the Service.
• You will not use the Service for any commercial or other purposes that are not expressly permitted by these Terms.
• You will not copy, store or otherwise access any information contained on the Service for purposes not expressly permitted by these Terms.
• Your will not interfere with or damage the Service, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology.
• You will not impersonate any person or entity or falsify or otherwise misrepresent yourself or your affiliation with any person or entity, or harass, disparage or otherwise offend any other person by, through or related to the Services.
• You will not systematically retrieve data or Content from the Service to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise.
• You will not access, tamper with, or use non-public areas of the Site or the Services, SimpleTherapy’s computer systems, or any third-party provider system.
• You will not attempt to probe, scan, or test the vulnerability of any SimpleTherapy system or network or breach any security or authentication measures.
• You will not avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by SimpleTherapy or any of SimpleTherapy’s providers or any other third party (including another Users) to protect the Site or Service.
• You will not advocate, encourage, or assist any third party in doing any of the foregoing.
SimpleTherapy will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. SimpleTherapy may involve and cooperate with law enforcement authorities in prosecuting Users who violate these Terms.
You acknowledge that SimpleTherapy has no obligation to monitor your access to or use of the Service, but has the right to do so for the purpose of operating the Service, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
10. Ownership; Licenses
The Service and Site, as well as all content related to either, are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Service, including the Site and all associated intellectual property rights, is the exclusive property of SimpleTherapy and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site.
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, revocable, non- transferable license, to (i) access and utilize the Services made available to you, and (ii) access and view any User Content to which you are permitted access. You have no right to sublicense the license rights granted in this section. You represent, warrant and agree that you will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Services or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by SimpleTherapy or its licensors, except for the licenses and rights expressly granted in these Terms. “Collective Content” means User Content and SimpleTherapy Content.
We may, in our sole discretion, permit Users to display, post, upload, publish, submit or transmit User Content. By making available any of your Content on or through the Services, you hereby grant to SimpleTherapy a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to create derivative works, sublicense, use, edit, view, copy, adapt, modify, distribute, license, sell, host, market, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, and otherwise fully exploit such User Content on, through, or by means of the Services as currently exist or may be developed in the future. SimpleTherapy does not claim any ownership rights in any such User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such User Content.
WE WILL NOT BE LIABLE FOR ANY INFORMATION, SOFTWARE, OR LINKS FOUND AT ANY OTHER WEBSITE, INTERNET LOCATION, OR SOURCE OF INFORMATION, NOR FOR YOUR USE OF SUCH INFORMATION, SOFTWARE OR LINKS, NOR FOR THE ACTS OR OMISSIONS OF ANY SUCH WEBSITES OR THEIR RESPECTIVE OPERATORS. Such websites may include opinions, information or recommendations by third parties. In providing such links, we do not represent to you that we have investigated the content of such third-party websites. We do not warrant or guarantee the accuracy of any content included on third party websites nor do we endorse, credential or accredit any opinions, recommendations or information included on such third- party websites. Your use of third-party websites is subject to the terms and conditions of use for such websites and at your own risk.
12. Proprietary Rights Notices
All trademarks, service marks, logos, trade names and any other proprietary designations of SimpleTherapy used herein are trademarks or registered trademarks of SimpleTherapy. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
IF YOU CHOOSE TO USE THE SERVICES, YOU DO SO AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SIMPLETHERAPY, FOR ITSELF AND ALL OF ITS SUPPLIERS, PARTNERS OR RESELLERS, EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SIMPLETHERAPY MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SIMPLETHERAPY MAKES NO WARRANTY REGARDING THE QUALITY OF THE SITE.
YOU ACKNOWLEDGE AND AGREE TO INDEMNIFY AND HOLD SIMPLETHERAPY, ITS SUPPLIERS, PARTNERS AND RESELLERS HARMLESS IN CONNECTION WITH ANY CLAIM AND ANY DAMAGES OR EXPENSES ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES.
14. Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE OR SERVICE REMAINS WITH YOU. NEITHER SIMPLETHERAPY, ITS SUPPLIERS, PARTNERS OR RESELLERS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SIMPLETHERAPY HAS BEEN INFORMED OF THE POSSBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR SERVICE SHALL CREATE ANY WARRANTY, AND SHOULD NOT BE RELIED UPON FOR MATERIAL PERSONAL, BUSINESS, MEDICAL, LEGAL OR FINANCIAL DECISIONS, AS TO WHICH YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOU.
SIMPLETHERAPY IS NOT A LICENSED MEDICAL CARE PROVIDER AND REPRESENTS THAT IT HAS NO EXPERTISE IN DIAGNOSING, EXAMINING, OR TREATING MEDICAL CONDITIONS OF ANY KIND, OR IN DETERMINING THE EFFECT OF ANY SPECIFIC EXERCISE ON A MEDICAL CONDITION.
CERTAIN STATE LAWS DO NOT ALLOW CERTAIN LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
You agree to release, defend, indemnify, and hold SimpleTherapy, its suppliers, partners and resellers, and each of their respective affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal fees, arising out of or in any way connected with (a) your access to or use of the Site, (b) your violation of these Terms; (c) your use of the Services; (d) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (e) any claim that your use of the Services caused damage to a third party. SimpleTherapy shall have the right to control all defense and settlement activities.
You may not assign or transfer these Terms, by operation of law or otherwise, without SimpleTherapy’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. SimpleTherapy may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Unless otherwise specified herein, any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by SimpleTherapy by posting to the website or via the application. For notices or communications by SimpleTherapy made by e- mail, if any, the date of receipt will be deemed the date on which such notice is transmitted.
18. Controlling Law and Jurisdiction
You agree that (i) the Site and Services shall be deemed solely based in Delaware, and (ii) the Site shall be deemed a passive website that does not give rise to personal jurisdiction over SimpleTherapy, either specific or general, in jurisdictions other than Delaware. These Terms shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. You and we agree to submit to the personal jurisdiction of a state and federal courts located in Kent County, Delaware for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution Provision below.
YOU AND SIMPLETHERAPY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED AND WAIVED.
These Terms are intended to govern the agreement between SimpleTherapy and you to the extent permitted by all applicable laws, ordinances, rules, and regulations. If any provision of these Terms or the application thereof to any person or circumstances shall, for any reason or to any extent, be invalid or unenforceable, the remainder of these Terms and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.
20. Dispute Resolution Provision
You and SimpleTherapy (for itself and all suppliers, partners or resellers) 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 to the use of the Site (collectively, “Disputes”) will be settled by binding arbitration; except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
You acknowledge and agree that you and SimpleTherapy are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and SimpleTherapy otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding.
(a)Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/ or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
(b)Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at www.adr.org/). The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
(c)Arbitration Location and Procedure. Unless you and SimpleTherapy otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and SimpleTherapy submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
(d)Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.
(e)Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $20,000, SimpleTherapy will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
(f)No Class Action. YOU AND SIMPLETHERAPY 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, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
(g)Changes. Notwithstanding the provisions of the “Modification” section above, if SimpleTherapy amends this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms) you will be notified in accordance with these Terms. You may reject any such change by sending us written notice (including by email to email@example.com) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of SimpleTherapy’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and SimpleTherapy in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
(h)Enforceability. If the “No Class Action” section of this Dispute Resolution Provision is found to be unenforceable, or if the entire Dispute Resolution Provision is found to be unenforceable, then the entirety of the entirety of the Dispute Resolution Provision will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described above will govern any action arising out of or related to these Terms.
(i)Right to Opt Out of Arbitration and Class Action/Jury Trial Waiver: You may opt out of the foregoing arbitration and class action/jury trial waiver provision of this Agreement by notifying us in writing within 30 days of the date you first registered for the Services. To opt out, you must send a written notification to SimpleTherapy, Inc., Attn: SimpleTherapy Legal, 1080 W. Shaw Ave, Ste. 105 Fresno, CA 93711 that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions. Alternatively or in addition, you may send this written notification to firstname.lastname@example.org.
21. International Users
SimpleTherapy makes no claim that the Site may be downloaded outside the United States. If you access the Site from a location outside the United States, you do so at your own risk and are responsible for compliance with all applicable laws, rules, regulations or decrees of your jurisdiction. Without limiting the generality of the foregoing, no software, information or technology may be downloaded or otherwise exported or re-exported (a) into Cuba, North Korea, Iran, Sudan, Syria or any other country for which the U.S. maintains an embargo on such exports, or (b) to a person or entity identified on lists of the U.S. Treasury Department (e.g., Specially Designated Nationals, Denied Persons or Entities) or the U.S. Commerce Department (e.g., Entity List, Table of Deny Orders), which control such
22. Feedback and Reporting Misconduct
We welcome and encourage you to provide feedback, comments and suggestions (collectively “Feedback”) for improvements to the Site. You may submit feedback by emailing us at email@example.com. You acknowledge and agree that all Feedback will be the sole and exclusive property of SimpleTherapy and you hereby irrevocably assign to SimpleTherapy and agree to irrevocably assign to SimpleTherapy all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At SimpleTherapy’s request and expense, you will execute documents and take such further acts as SimpleTherapy may reasonably request to assist SimpleTherapy to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
The failure of SimpleTherapy to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of SimpleTherapy. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice-versa. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms.
24. Force Majeure
SimpleTherapy will not be deemed to be in breach of these Terms or liable for any breach of these Terms or our Privacy Notice due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, an epidemic or pandemic, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, or other disaster.
25. Notice to California Residents.
If you are a California resident, under California Civil Code § 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
26. Digital Millennium Copyright Act of 1998 (the “DMCA”)
The DMCA provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials appearing on the Sites infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. In addition, if you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet statutory requirements imposed by the DMCA. In accordance with the DMCA, SimpleTherapy has designated an agent to receive notification of alleged copyright infringement in accordance with the DMCA. Any written Notification of Claimed infringement should comply with Title 17, United States Code, Section 512(c)(3)(A) and should be provided in writing to SimpleTherapy Inc. Registered Agent: Corporation Service Company, 251 Little Falls Drive, Wilmington DE 19808.
27. Entire Agreement
Except as expressly provided in the other policies in the Site, or any of them, these Terms constitute the entire and exclusive understanding and agreement between SimpleTherapy and you regarding the Service, and supersede and replace any and all prior oral or written understandings or agreements between SimpleTherapy and you regarding the same.
Disclaimer: The original, legally binding version of this document is written in English. If it is translated into other languages by non-native English-speakers or by software, there may be discrepancies between the English version and the translated version. If so, the English version supersedes the translated version.
© 2023 SimpleTherapy, Inc. All rights reserved.
Keep up with SimpleTherapy
Stay up to date on the latest SimpleTherapy news