SIMPLIFY ASC, INC.
Last Updated: April 1, 2019
This Agreement applies conditions to your use of our website, http://simplifyasc.com, and any page, section, application, or feature authored by us that links to this Agreement (collectively, the “Site”). Please note that different or additional terms—including, but not limited to, the agreements that govern your use of platforms and solutions—may apply to specific services or features offered on this Site or specific uses of this Site (“Specific Agreements”).
IMPORTANT NOTICE: YOUR USE OF THE SITE IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 12 OF THIS AGREEMENT, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. Please carefully review Section 12 of this Agreement for more information.
- Revisions to this Agreement
We may revise and update this Agreement from time to time, and will post the updated Agreement to the Site. UNLESS OTHERWISE STATED IN THE AMENDED VERSION OF THIS AGREEMENT, ANY CHANGES TO THIS AGREEMENT WILL APPLY IMMEDIATELY UPON POSTING. Although we are not obligated to provide you with notice of any changes, any changes to this Agreement will not apply retroactively to events that occurred prior to such changes. Your continued use of this Site will constitute your agreement to any new provisions within the revised Agreement.
- Your License to Access this Site
All written content prepared and posted by Simplify, and the Site design, layout, look, appearance, and graphics on the Site, as well as the trademarks, service marks, and logos contained on our Site (“Simplify Content”) are owned by or licensed to Simplify and are subject to copyright, trademark, and other intellectual property rights under the United States and foreign laws and international conventions. Simplify reserves all rights not expressly granted in, and to, the Site and the Simplify Content.
Except as otherwise provided in this Agreement, no part of the Site and no Content may be copied, reproduced, uploaded, posted, publicly displayed, transmitted, or distributed in any way to any other computer, server, website, or other medium for publication or distribution or for any commercial use, without Simplify’ s prior express written consent.
On the condition that you comply with all your obligations under this Agreement, Simplify grants you a limited, revocable, non-exclusive, non-transferable license to access the Site. Any use of the Site in excess of this license is strictly prohibited and constitutes a violation of this Agreement, which may result in the termination of your right to access and use this Site.
Your access to this Site is provided on a temporary basis with no guarantee for future availability. We reserve the right to withdraw or modify any content or services we provide on the Site without notice.
- Your Content and Suggestions
The Site includes features that involve information that you upload, submit, store, or send through the Site (e.g., questionnaire content) (“Your Content”). This section provides the terms and conditions governing your use of such features.
- License to Your Content. By submitting Your Content to the Site, you grant Simplify an irrevocable, perpetual, non-exclusive, fully paid-up, worldwide right and license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content and the irrevocable right to sublicense the Content with the sublicensee having the right to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, publicly display, and prepare derivative works of, such Content (in whole or in part and including any such derivative works) and to incorporate such Content into other works in any format or medium now known or later developed. You represent and warrant that you have the necessary rights to Your Content, including the right to assign or grant a license to your rights in this Agreement. Please do not submit Your Content to the Site if do not wish to grant us the rights set forth in this Section 3(A). This Section 3(A) will survive the termination of this Agreement.
- Your Suggestions. We welcome your comments regarding the Site, Simplify Content, and our services. In addition to the license you grant to us in Section 3(A) for Your Content, if you elect to provide or make available suggestions, comments, ideas, improvements, or other information or materials to us in connection with or related to the Site and Simplify’ s services (including any related technology), whether you send such information or materials to us through the Site or through a separate communication channel, you grant us a non-exclusive, perpetual, royalty-free, irrevocable right to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any such information or materials in any manner. Please do not send us such information or materials if you do not wish to grant us the rights set forth in this Section 3(B).
- Prohibited Content. You agree that you will not use the Site to send, post, or publish:
- Any content that is unlawful, harmful, hateful, threatening, abusive, violent, profane, discriminatory, prejudicial, disparaging, fraudulent, inaccurate, misleading, dangerous, sexual in nature, offensive, indecent, harassing, threatening, intimidating, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, or otherwise objectionable;
- Any message, data, code, or software that would violate our, or any third party, proprietary or intellectual property rights, including unauthorized copyright text, images, programs, trade secrets, or other confidential proprietary information, or use trademarks or service marks in an infringing fashion;
iii. Any personal information of a third party, or images that include a third party or depict a third party’s likeness, without the third party’s express prior written consent;
- Any content that includes or constitutes unsolicited or unauthorized advertising, promotional material, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “spimming,” “phishing,” “trolling,” or similar activities;
- Any materials that violate, could cause us or a third party to violate, or encourage us or a third party to violate any applicable law, statute, ordinance, or regulation;
- Any protected health information or otherwise sensitive information such as social security numbers; or
vii. Any content or communications intended to impersonate someone else.
- Your Responsibility for Your Content. Your Content is your sole responsibility. Under no circumstances will we be liable in any way for Your Content or for any loss or damage of any kind incurred as a result of the use of any of Your Content. Simplify further reserves the right to monitor, delete or modify any of Your Content that it deems offensive, inappropriate, advertising, illegal, off-topic or otherwise violates this Agreement. Simplify further reserves the right to terminate a user’s access to the Site, for any reason, at its sole discretion. Simplify reserves the right to take any action it deems necessary to protect the personal safety of our guests or the public. Simplify has no liability or responsibility to users of the Simplify Site or any other person or entity for performance or nonperformance of the aforementioned activities.
Simplify may suspend or terminate, in whole or in part, your access to the Site and the related services if you violate the terms and conditions set forth in this Section.
- Other Restrictions on Your Use of the Site
In addition to complying with terms and conditions in the previous section concerning Your Content, you agree that when using the Site, you will not:
- Delete, modify, or attempt to change or alter any of the Simplify Content or notices on the Site;
- Introduce into the Site any virus, rogue program, time bomb, drop dead device, ransomware, back door, Trojan horse, worm or other malicious or destructive code, software routines, denial of service attack, or equipment components designed to permit unauthorized access to the Site, or to otherwise harm other users, Simplify Content, or any third parties, or perform any such actions;
- Use the Site to commit fraud or conduct other unlawful activities;
- Access or attempt to access any other person’s account, personal information, or content without permission;
- Copy, modify, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Site is based;
- Use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Site for any reason;
- Use any Simplify Content made available through the Site in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party;
- Decrypt, transfer, frame, display, or translate (except translations for personal use) any part of the Site;
- Connect to or access any Simplify computer system or network without authorization;
- Use the information in the Site to create or sell a similar service; or
- Use the Site for the purpose of soliciting, selling or offering services, merchandise, or products.
Simplify may suspend or terminate, in whole or in part, your access to the Site and the related services if you violate the terms and conditions set forth in this Section.
- Third Party Websites
The Site may include or provide links to other websites on the Internet that we do not control. These other websites may provide opinions, recommendations, or other information from various individuals, organizations, or companies. We are not responsible for the nature, quality, or accuracy of the content or opinions expressed on such websites and we do not investigate, monitor, or check them for quality, accuracy, or completeness. Inclusion of any linked website on the Site does not imply or express an approval or endorsement of the linked website by us or of any of the content, opinions, treatments, information, products, or services provided on these websites, even if we receive a referral fee in connection with your use of such third-party websites.
- Your Privacy; Protection of Your Account Credentials
You are responsible for protecting your Simplify account log-in credentials from unauthorized access and use. You must promptly notify Simplify by email at firstname.lastname@example.org of any known or suspected unauthorized use(s) of your account.
- System Availability and Errors
You must provide the equipment and Internet connections necessary to access the Site at your own expense. We do not guarantee that the Site will operate with your computer, mobile device, internet service plans, or mobile provider service plans or with any particular computer or other piece of hardware, software, equipment, or device you install on or used with your computer.
There may be times when the Site is unavailable due to technical errors or for maintenance and support activities. We do not represent, warrant, or guarantee that the Site will always be available or is completely free of human or technological errors.
The Site may contain typographical mistakes, inaccuracies, or omissions and some information may not be complete or current. We expressly reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice. We do not make any representation or warranty concerning errors, omissions, delays, or defects in the Site or any information supplied to you via the Site, or that files available through the Site are free of viruses, worms, Trojan horses, or other code that include or manifest contaminating or destructive characteristics.
- Disclaimer of Warranties
THE SITE IS PROVIDED “AS IS”. WE DO NOT WARRANT OR MAKE ANY PROMISES REGARDING THE CORRECTNESS, USEFULNESS, ACCURACY, AVAILABILITY, OR RELIABILITY OF (I) YOUR USE OR THE RESULTS OF YOUR USE OF THE SITE; (II) ANY ADVICE YOU GLEAN FROM THE SITE WHETHER PROVIDED BY US OR A THIRD PARTY, INCLUDING ANY CONTENT WE MAY POST ON OUR BLOG; OR (III) ANY OTHER CONTENT AVAILABLE THROUGH THE SITE. WE DO NOT PROMISE THAT THE SITE WILL BE UNINTERRUPTED OR WILL BE ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. THERE IS NO WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADDITIONAL STATEMENTS OUTSIDE THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY OUR EMPLOYEES OR OTHERWISE, IS A WARRANTY OR PROMISE BY US AND WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY SUCH STATEMENTS. WE WILL HAVE NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY COMMUNICATION OR CONTENT.
- Limitation of Liability
We are not responsible for any damages to you or anyone filing suit on your behalf for any reason.
SIMPLIFY AND ITS LICENSORS, PARENTS, OR AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSIGNEES OR SUCCESSORS-IN-INTEREST, WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, CLAIMS, DEMANDS, LOST PROFITS, OR CAUSES OF ACTION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE, RELATING TO THIS AGREEMENT, YOUR USE OF THE SYSTEM OR ANY INFORMATION YOU OBTAIN ON IT, OR ANY OTHER INTERACTION WITH THE SYSTEM AND YOU VOLUNTARILY AND UNEQUIVOCALLY WAIVE ANY LIABILITY OF SIMPLIFY.
YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE WILL BE TO STOP USING THE SITE.
IN ANY EVENT, THE MAXIMUM TOTAL LIABILITY OF SIMPLIFY, ITS SUPPLIERS, LICENSORS, PARENT, OR AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND ASSIGNEES OR SUCCESSORS-IN-INTEREST, FOR ANY CLAIM WHATSOEVER RELATING IN ANY WAY TO THIS AGREEMENT, INCLUDING CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND YOUR SOLE REMEDY SHALL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED THE LESSER FIFTY U.S. DOLLARS ($50.00 USD) or your direct provable damages.
YOU WILL HOLD HARMLESS, INDEMNIFY, AND DEFEND SIMPLIFY, ITS SUBSIDIARIES, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES (COLLECTIVELY, “SIMPLIFY PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS (INCLUDING ANY AND ALL LIABILITIES, DAMAGES, LOSSES, COSTS, EXPENSES, AND REASONABLE ATTORNEYS’ FEES ARISING THEREFROM) RELATING TO ANY ACTION OR PROCEEDING BROUGHT BY A THIRD PARTY AGAINST ANY ONE OR MORE OF THE SIMPLIFY PARTIES (I) ALLEGING INJURY, DAMAGE, OR LOSS RESULTING FROM YOUR USE OF THE SITE; (II) ALLEGING THAT YOUR CONTENT INFRINGES A COPYRIGHT, PATENT, OR TRADEMARK OR MISAPPROPRIATES A TRADE SECRET OF A THIRD-PARTY; (III) RELATED TO ANY ACT OR OMISSION BY YOU WHICH IS A BREACH OF YOUR OBLIGATIONS UNDER THIS AGREEMENT; AND (IV) YOUR USE OF INFORMATION OBTAINED THROUGH THE SITE.
You will have the right to defend and compromise such claim at your expense for the benefit of the Simply Parties; provided, however, you will not have the right to obligate the Simply Parties in any respect in connection with any such settlement without the prior written consent of the indemnified party. Notwithstanding the foregoing, if you fail to assume your obligation to defend, the Simply Parties may do so to protect their interests and you will reimburse all costs incurred by the Simply Parties in connection with such defense.
- CHOICE OF LAW
This Agreement and the rights of the parties hereunder will be governed by and construed in accordance with the laws of the state of Tennessee, exclusive of conflict or choice of law rules. The Parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement will be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).
- Agreement to Arbitrate
A. Arbitration. To the extent feasible, the Parties desire to resolve any dispute, claim or controversy arising out of or relating to your use of or access of the Site, this Agreement or the breach, termination, enforcement, interpretation or validity of this Agreement, including the determination of the scope or applicability of this agreement to arbitration (a “Dispute”) through discussions and negotiations between each other. The Parties agree to attempt to resolve any Disputes by negotiation with the other Party (by phone, electronic correspondence, or written correspondence). If, after good faith discussions, a Dispute(s) cannot be resolved solely between the Parties, such Dispute(s) will be determined by arbitration in Tennessee before a single arbitrator. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with AAA Consumer Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction. This provision will not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. This Section 12 will survive termination of this Agreement.
B. Conduct of Arbitration. The arbitration will be commenced by the claimant party filing a demand for arbitration with the administrator of AAA and serving the demand on the opposing party. Within thirty (30) calendar days of the date the demand for arbitration is filed, the Parties will select an arbitrator by following the AAA Consumer Arbitration Rules’ appointment procedures. Except as may be required by law, neither Party nor the arbitrator may disclose the existence, content or results of any arbitration under this Agreement without the prior written consent of both Parties. The arbitrator’s award will be in writing accompanied by a reasoned opinion and a written statement of the essential findings and conclusions on which the award is based.
C. Costs. The arbitrator will determine how the costs and expenses of the arbitration will be allocated between the Parties, and may award attorneys’ fees.
D. Limitation of Liability. In any arbitration arising out of or related to this Agreement, the arbitrator may not award any incidental, indirect, or consequential damages, including damages for lost profits or any punitive or exemplary damages.
E. Arbitration is on an Individual Basis Only; Class Action Waiver. The parties agree to arbitrate solely on an individual basis, and that this Agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. 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. Notwithstanding the arbitrator’s power to rule on his or her own jurisdiction and the validity or enforceability of the agreement to arbitrate, the arbitrator has no power to rule on the validity or enforceability of the agreement to arbitrate solely on an individual basis. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of this Section 12 will remain in force.
- Miscellaneous Terms
- Complete Agreement. Except for any Specific Agreements that may govern particular uses or features of the Site, this Agreement constitutes the entire agreement between you and Simplify relating to your use of, and access to, this Site and supersedes any prior or contemporaneous agreements or representations. This Agreement may not be amended except as set forth in Section 1 of this Agreement.
- If any portion of this Agreement is ruled invalid or otherwise unenforceable, it shall be deemed amended in order to achieve as closely as possible the same effect as originally drafted. Any invalid or unenforceable portion should be construed as narrowly as possible in order to give effect to as much of the Agreement as possible. Where there is a conflict between the terms in a Specific Agreement and the terms in this Agreement, the conflicting terms in Specific Agreement shall take precedence.
- Descriptive headings contained in this Agreement are for convenience only and shall not control or affect the meaning or construction of any of this Agreement.
- No Waivers. Our failure to enforce or exercise any provision of this Agreement or related right will not constitute a waiver of that right or provision.
- No Assignments and Transfers. No rights or obligations under this Agreement may be assigned or transferred by you, either voluntarily or by operation of law, without our express prior written consent and in our sole discretion.
- Language of the Agreement. Although this Agreement may be translated into other languages, the English language version of this Agreement shall control in any dispute between the parties.
- No Third Party Beneficiaries. Nothing in this Agreement will confer upon any person, other than the parties, any rights, remedies, obligations, or liabilities whatsoever.
- You can provide any notices to us under this Agreement by e-mail or mail using the contact information provided in Section 15, below. Unless you tell us otherwise, or the law requires otherwise, you agree to receive all communications from us by e-mail or through posting notices to your account. You are responsible for providing Simplify with up-to-date contact information, which you may do by updating your account information through the Site or by sending a message to us via the contact information provided in Section 15, below. You agree that all communications that we send to you electronically satisfy any legal requirement that a communication be in writing. You may print the communications for your records.
- Contact Us
If you have any questions or need to contact us for any reason relating to this Agreement, please e-mail email@example.com.
You may also send us mail at the following address:
Simplify ASC, Inc.
5106 Maryland Way
Brentwood, TN 37027.