SimVS Portal Terms

These terms govern access to and use of the web-based SimVS Portal provided by Hudson Simulation Services, LLC, doing business as SimVS. By accessing or using the SimVS Portal, the user and the organization associated with the account agree to these terms.

A person using the SimVS Portal for an employer, school, government entity, or other organization represents that they are authorized to act for that organization. If a signed agreement or amendment other than a quote or invoice conflicts with these terms, that separately signed document controls to the extent it expressly conflicts. An accepted quote or invoice controls only fees, service term, included features and their expressly stated service details, and payment terms; it does not otherwise modify these terms.

The SimVS Portal provides web-based tools and resources that may include scenario creation and editing, drug-library management, AI-assisted tools, curriculum and reference resources, account administration, and other capabilities introduced over time.

Access depends on the customer's products, active service plans, quote, account role, technical compatibility, and any usage limits. Some SimVS Portal features may be included with active SimVS Care, generally available, in beta, separately priced, or subject to additional terms.

SimVS may add, modify, replace, or retire individual features. During a paid service term, SimVS will not materially reduce the overall paid Portal capabilities without providing a substantially comparable capability or other reasonable remedy.

The customer is responsible for identifying authorized users, assigning appropriate roles, maintaining accurate account information, and removing access when a user no longer needs it. Account credentials are individual and may not be shared except through an expressly supported shared-account feature.

Users must protect credentials and promptly notify SimVS at support@simvs.com about suspected unauthorized access. The customer is responsible for activity performed through its accounts unless the activity results from SimVS's failure to use reasonable security safeguards.

Users may use the SimVS Portal only for lawful healthcare education and related administration. Users may not:

• Use the Portal for live patient diagnosis, treatment, monitoring, or clinical decision-making.
• Upload unlawful, infringing, deceptive, malicious, or harmful material.
• Attempt to gain unauthorized access to accounts, systems, models, or data.
• Bypass access controls, usage limits, safety controls, or technical restrictions.
• Introduce malware or interfere with the Portal's operation or another customer's use.
• Scrape, copy, reverse engineer, or extract Portal software, models, or datasets except to the limited extent applicable law expressly permits.
• Use automated means at a volume that unreasonably burdens the service.
• Misrepresent AI-generated or simulated material as verified clinical guidance.

Customer Content means scenarios, drug libraries, prompts, documents, configurations, and other material submitted to the SimVS Portal by or for a customer. As between the customer and SimVS, the customer retains its ownership rights in Customer Content.

The customer grants SimVS a limited, worldwide license to host, copy, process, transmit, display, and modify Customer Content only as reasonably necessary to provide, secure, support, and maintain the SimVS Portal; comply with law; and follow the customer's instructions. This license ends when the content is deleted from active systems, subject to reasonable backup retention and legal obligations.

SimVS will not use identifiable Customer Content to train a generalized AI model without the customer's express opt-in consent. SimVS may use aggregated or de-identified service information that does not identify the customer, users, patients, or Customer Content to operate, secure, and improve the Portal.

The customer represents that it has the rights and permissions needed to submit Customer Content and instruct SimVS to process it.

The SimVS Portal is designed for simulation and education, not for storing live patient records. Users must not submit protected health information, real patient identifiers, payment-card data, government identification numbers, or other sensitive personal data unless SimVS has expressly agreed in writing to that use and the parties have completed any required privacy or data-processing agreement.

Customers should use fictional or properly de-identified information in scenarios and educational materials. The customer is responsible for its users' compliance with applicable privacy, education-record, employment, and healthcare laws.

AI-assisted features may generate incomplete, inaccurate, biased, or inappropriate output. AI output is a drafting aid for simulation and education and is not medical advice, verified curriculum, or a substitute for qualified clinical or instructional judgment.

The customer is responsible for reviewing, validating, and approving AI-generated content before use. Users must not use AI output for patient care or represent it as endorsed by SimVS, a licensing body, or a healthcare authority unless that endorsement is expressly provided.

SimVS may apply reasonable usage, rate, safety, geographic, model, and beta limits to AI features. Additional AI terms displayed before use of a feature become part of these terms for that feature.

SimVS and its licensors retain all rights in the SimVS Portal, software, interfaces, emulations, templates, documentation, models, datasets, branding, and improvements, excluding Customer Content.

During authorized access, SimVS grants the customer a limited, non-exclusive, non-transferable right for authorized users to use the SimVS Portal for the customer's internal educational and administrative purposes. No source code, model, dataset, or other ownership right is transferred.

If a user voluntarily provides feedback, SimVS may use it without restriction or payment, provided SimVS does not publicly identify the user or customer without permission.

The SimVS Portal may interoperate with third-party hosting, AI, identity, communications, content, or integration services. Third-party services may have their own terms and privacy practices. SimVS is responsible for its selection and management of subprocessors as required by applicable law and written agreements, but does not control separately chosen third-party products connected by the customer.

Features dependent on a third party may change if that service changes or ends. SimVS will use reasonable efforts to provide notice of a material change affecting a paid feature.

SimVS uses reasonable efforts to keep the Portal available and secure but does not promise uninterrupted or error-free operation unless a signed agreement states a specific service level. Maintenance, emergency work, internet failures, third-party outages, and events outside SimVS's reasonable control may affect availability.

SimVS may release beta or preview features. Those features may be changed or discontinued and may have reduced support. SimVS will identify a feature as beta or preview when practical.

SimVS processes personal information as described in the SimVS Privacy Policy and any applicable written data-processing agreement. SimVS uses reasonable administrative, technical, and physical safeguards appropriate to the nature of the Portal and information processed.

The customer is responsible for configuring user access, devices, networks, and exports under its control. No security measure eliminates all risk, and each party will reasonably cooperate in addressing a confirmed security incident affecting Customer Content.

SimVS may suspend access when reasonably necessary to prevent a security threat, stop unlawful or abusive use, address nonpayment, protect the Portal or other customers, or investigate a material breach. When practical, SimVS will give notice and an opportunity to cure before suspension.

Access to features included with SimVS Care ends when Care ends. Purchased on-tablet functionality is not disabled. Before access ends, customers should use available export tools or contact support about available export options. SimVS does not promise a specific post-expiration export period unless the applicable quote or written feature documentation states one.

SimVS may delete Customer Content after Portal access ends, subject to applicable law, reasonable backup-retention practices, and any written data-retention agreement. Sections that by their nature should survive—including ownership, payment, disclaimers, liability, and general terms—continue after access ends.

Portal features may be included with a purchased SimVS system, active SimVS Care, another service plan, or a separately priced quote. The applicable quote or invoice controls fees, term, included features, and payment terms.

Expiration of a service plan may end access to associated Portal features but does not disable separately purchased on-tablet functionality. Fees are non-refundable after a paid term begins except where required by law or agreed in writing.

The SimVS Portal is an educational simulation tool. It is not a medical device, electronic health record, clinical decision-support system, or substitute for professional judgment, institutional policies, product labeling, or authoritative clinical guidance.

Except for express commitments in an applicable signed agreement, quote, service plan, or these terms, and to the fullest extent permitted by law, the Portal is provided “as is” and “as available.” SimVS disclaims implied warranties of merchantability, fitness for a particular purpose, noninfringement, and accuracy where those disclaimers are legally permitted.

For SimVS Portal access included with a service plan, the remedies and liability provisions in the applicable service-plan terms control claims arising from that access. For other paid SimVS Portal services, a liability limit in a separately signed agreement or amendment controls. If neither applies, then to the fullest extent permitted by law SimVS's aggregate monetary liability arising from the Portal during a 12-month period will not exceed the greater of the Portal fees paid or payable for that period or $500.

To the fullest extent permitted by law, SimVS is not liable for indirect, incidental, special, exemplary, or consequential damages, or for lost profits, funding, coursework, instructional time, or data. Nothing in these terms limits liability that cannot legally be limited.

SimVS may update these terms as the Portal evolves. SimVS will post the current version and effective date and provide reasonable notice of a material change. Changes apply prospectively. A change will not materially reduce an already-paid service commitment during its current paid term unless required by law or accompanied by a substantially comparable capability or other reasonable remedy.

Governing law and venue. New York law governs these terms without regard to conflict-of-law rules, except where mandatory law requires otherwise. Court proceedings must be brought in a court with jurisdiction over Albany County, New York, unless mandatory law provides another venue.

Force majeure. Neither party is responsible for delay caused by events beyond its reasonable control, except payment obligations. The affected party will use reasonable efforts to reduce the effect and resume performance.

Assignment. The customer may not assign these terms without SimVS's written consent, except with a permitted transfer of the associated covered system or by operation of law. SimVS may assign these terms to an affiliate or capable successor in connection with a merger, reorganization, or asset transfer.

Severability; waiver; entire agreement. An unenforceable provision will be modified to the minimum extent necessary or severed. Failure to enforce a provision is not a waiver. These terms and documents expressly incorporated by reference form the agreement for Portal use, subject to Sections 1 and 15.

For Portal support or questions, email support@simvs.com.

Formal notices to SimVS must be sent to Hudson Simulation Services, LLC, 909 Helderberg Trail, East Berne, NY 12059, with a copy to support@simvs.com. Notices to the customer may be sent to an account administrator or billing contact on file.