Client Portal End User License Agreement

Welcome to SimplePractice! Through the SimplePractice Client Portal application and website portal (together, the "Software"), SimplePractice, LLC ("SimplePractice") provides individuals and entities with access to a variety of information, resources, and interactive tools (together, the "Services").

As used below, "You" and "Your" refer to any individual or entity that uses the Software or the Services as a client of one of SimplePractice's customers, such as a therapist, clinician, or group practice (each, a "Provider").

TO USE THE SOFTWARE AND SERVICES, YOU MUST ACCEPT THE TERMS AND CONDITIONS OF THIS CLIENT PORTAL END USER LICENSE AGREEMENT ("EULA") AND THE TERMS OF SERVICE. BY ACCESSING OR USING THE SOFTWARE OR SERVICES, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THIS EULA AND THE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THIS EULA AND THE TERMS OF SERVICE, YOU ARE NOT PERMITTED TO USE THE SOFTWARE OR THE SERVICES.

NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THIS EULA INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH SIMPLEPRACTICE. PLEASE READ THESE REQUIREMENTS CAREFULLY.

Scope of the License and Restrictions

Subject to Your compliance with this EULA, SimplePractice hereby grants You a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to access and use the Software and the Services specifically as set forth herein. This limited license is granted solely for the purpose of performing those functions available to You as an end user, and is expressly conditioned upon You continuing to be a Client of one of SimplePractice's Customers.

You are not permitted to:

Rent, lease, lend, sell, redistribute or sublicense the Software or the Services
Copy any ideas, features, functions or graphics contained in the Software or the Services
Copy, decompile, reverse engineer, disassemble, or attempt to derive the source code of the Software
Engage in any conduct that has a harmful impact on the Software or Services
Engage in any harassing, threatening, intimidating, predatory or stalking conduct
Attempt to circumvent any content-filtering techniques or access unauthorized features
Use the Software or Services for any illegal or unauthorized purpose
Remove or alter any trademark, logo, copyright or other proprietary notices
Use the Software or Services for any purpose other than as expressly permitted

User Data

In connection with Your access to and use of the Software or Services, SimplePractice processes the information and other content that You upload, stream or submit. This may include profile data, health information, video, image and sound data, and payment information (collectively, "User Data").

If You make any User Data available to SimplePractice, You represent and warrant that the User Data is accurate, complete and up-to-date. Your Provider and SimplePractice have entered into an agreement that restricts how SimplePractice can use User Data, such as protected health information subject to HIPAA.

You may not upload, store or share any User Data that:

Is unlawful, libelous, defamatory, obscene, pornographic, harassing, threatening, or fraudulent
Would constitute or encourage a criminal offense or violate any law
May infringe any patent, trademark, trade secret, copyright or other intellectual property right
Contains private or personal information of a third party without consent

Software and Services

The Software and Services are intended to allow You to maintain and access certain information while You are a Client of one of SimplePractice's Customers. Specifically, the Software and Services offer the ability to:

Access Your Client Profile
Communicate with Your Provider
Manage Your appointments with Your Provider
Manage Your payments to Your Provider
Access other features related to Your relationship with Your Provider

Your Provider, not SimplePractice, controls Your access to these features. Contact Your Provider for requests to update or change Your access privileges.

Communications

You may receive communications relating to Your use of the Software and Services, including communications relating to billing and appointments. Your Provider is responsible for obtaining any consents required by law. If You do not want to receive these communications, please contact Your Provider.

Intellectual Property

The Intellectual Property Rights in and to the Software and Services are owned by SimplePractice and its licensors. SimplePractice's trademarks, service marks, trade names, logos, domain names, taglines, and trade dress are also owned by SimplePractice.

Any feedback, suggestions, or recommendations you provide shall be the sole and exclusive property of SimplePractice. You irrevocably transfer and assign to SimplePractice all right, title, and interest in such feedback.

App Terms

SimplePractice may make available mobile applications to access the Services. You may use mobile data in connection with the Apps and may incur additional charges from Your wireless provider. SimplePractice grants You a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Apps for one account on one mobile device.

No Responsibility for Third-Party Service Providers

Any Service Providers referred to You by SimplePractice are not owned or controlled by SimplePractice. SimplePractice is not responsible for the acts or omissions of any Service Providers.

Disclaimer of Express and Implied Warranties

SIMPLEPRACTICE PROVIDES THE SOFTWARE AND THE SERVICES STRICTLY ON AN "AS IS" BASIS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

IN NO EVENT WILL SIMPLEPRACTICE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, RELIANCE, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, THE SERVICES, OR THIS EULA. SIMPLEPRACTICE'S CUMULATIVE LIABILITY TO YOU SHALL NOT EXCEED ONE HUNDRED FIFTY DOLLARS (U.S. $150.00).

Indemnification

You agree to defend, indemnify and hold harmless SimplePractice from all damages, liabilities, claims and expenses arising from any breach of this EULA or Your acts or omissions in connection with the Software or Services.

Termination of License

Upon termination of Your relationship with Your Provider, Your license to use the Software and Services will automatically terminate. SimplePractice reserves the right to suspend or terminate Your use at any time, with or without any reason.

Dispute Resolution - Binding Arbitration and Class Action Waiver

In the event of a Dispute between You and SimplePractice, the Dispute will be resolved by binding arbitration pursuant to the rules of the American Arbitration Association. The place of arbitration shall be in Los Angeles, California. You agree that this Agreement shall be governed by the Federal Arbitration Act and the laws of the State of California.

ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS IN A REPRESENTATIVE CAPACITY ARE NOT PERMITTED AND ARE WAIVED BY YOU.