Terms of Service

1. Definitions

“Content” means all videos, animations, scripts, transcripts, courseware, assessments, images, text, and other materials made available by Simba, whether through the Site, the Platform, or as downloadable files.

“Customer” means an organization that has entered into an Order Form with Simba.

“Order Form” means a written subscription order that references these Terms, is executed by Customer, and is accepted by Simba, whether by countersignature, issuance of an invoice, or provision of access to the Services.

“Platform” means the hosted software service Simba makes available to Customer for assigning, delivering, and tracking Content, whether operated by Simba directly or provided through third-party learning management or hosting software that Simba provisions, configures, and pays for. Simba may change the underlying third-party software from time to time, provided the change does not materially reduce the functionality of the Platform.

“Services” means the Site, the Platform, the Content, and any related services Simba provides.

“Site” means simbahealth.com and its subdomains.

“you” means the individual or entity accessing the Services.

2. Acceptance

You accept these Terms by doing any of the following: using the Site; viewing Content Simba has made publicly available; signing an Order Form that references these Terms; or accessing the Platform under an account provisioned to you.

If you are accepting on behalf of an organization, you represent that you have authority to bind that organization, and “you” includes that organization.

If you do not agree to these Terms, do not use the Services.

3. Permitted Use of the Site and Public Content

Simba grants you a limited, revocable, non-exclusive, non-transferable license to access the Site and view publicly available Content for your own informational purposes.

You may share links to public Content. You may not republish or redistribute Content, make it publicly available, or incorporate it into any product, service, or commercial or client-facing offering. These prohibitions apply whether or not you are a Customer under an Order Form. Separately, you may not download, re-host, or embed Content, except that a Customer whose Order Form includes SCORM or other downloadable delivery may do so within its own learning management system as permitted by Section 17.2.

4. Restrictions

Except as expressly permitted under Part B or an Order Form, you will not, and will not permit any third party to:

1. (a)copy, modify, translate, dub, adapt, or create derivative works of the Content;
2. (b)reverse engineer, decompile, or attempt to derive the source code of the Platform;
3. (c)remove, alter, or obscure any proprietary notice, watermark, or attribution;
4. (d)scrape, crawl, or use automated means to extract Content, except that Simba permits well-behaved search and AI crawlers that respect our robots.txt;
5. (e)resell, sublicense, rent, or provide access to the Services to any third party;
6. (f)use the Services to develop a competing product or service;
7. (g)introduce malicious code, or take any action that imposes an unreasonable load on our infrastructure;
8. (h)use the Services in violation of any applicable law, or in a way that infringes any third party's rights;
9. (i)misrepresent your identity or affiliation.

5. Intellectual Property

The Services and all Content are licensed, not sold. Simba and its licensors retain all right, title, and interest in and to the Services, including all intellectual property rights. No rights are granted except those expressly stated in these Terms.

“Simba Health” and the Simba Health logo are trademarks of Simba Health, Inc. You may not use them without our prior written consent, except that a Customer may reference Simba by name internally.

Feedback. If you send us suggestions, ideas, or feedback about the Services, we may use it without restriction or compensation. Do not include confidential information in feedback.

6. Privacy

Our handling of personal information is described in our Privacy Policy at https://simbahealth.com/privacy, which is incorporated into these Terms. Additional terms governing learner data under a subscription appear in Section 20.

7. Educational Content Disclaimer

This section is important. It applies to all Content, whether viewed publicly or delivered under a subscription.

7.1 General education only. Simba’s Content provides general educational information about employee health benefits and how the United States healthcare system works. It is not a substitute for professional advice, and it is not tailored to any individual’s circumstances.

7.2 Not medical advice. Content does not constitute medical advice, diagnosis, or treatment, and does not create a provider-patient relationship. Nothing in the Content should be relied on to make a decision about seeking, delaying, or forgoing medical care. Individuals should consult a licensed healthcare provider about their own health.

7.3 Not legal, tax, or accounting advice. Content addressing topics such as FSA and HSA eligibility, tax treatment of benefits, COBRA, disability coverage, or appeal rights is general in nature. Tax and legal treatment depends on individual circumstances and changes over time. Consult a qualified professional.

7.4 Not insurance advice; no producer relationship. Simba is not a licensed insurance producer, broker, agent, consultant, or third-party administrator in any jurisdiction. Simba does not recommend, endorse, solicit, negotiate, sell, or place any insurance product, health plan, carrier, network, or provider. Content that describes categories of coverage is explanatory only and is not a recommendation to select any particular plan or option.

7.5 Plan documents control. Content describes how benefits generally work. It does not describe any specific employer’s plan. An individual’s actual coverage, cost sharing, network, formulary, eligibility, and appeal rights are governed exclusively by their plan documents, summary plan description, certificate of coverage, and applicable law. Where Content and a plan document conflict, the plan document controls.

7.6 No ERISA fiduciary role. Simba is not a plan sponsor, plan administrator, named fiduciary, or functional fiduciary of any employee benefit plan. Simba exercises no discretionary authority or control over plan administration, plan assets, eligibility, or claims. Providing Content to a Customer’s employees does not make Simba a fiduciary under ERISA or any similar law.

7.7 Customer review responsibility. Customer is solely responsible for reviewing Content for consistency with its own plan designs, communications, and legal obligations before assigning it to employees, and for supplementing it with plan-specific materials. Simba will reasonably cooperate in that review but does not warrant that Content matches Customer’s plans.

7.8 No carrier compensation. Simba receives no compensation, commission, or other consideration from any insurance carrier, pharmacy benefit manager, health system, or provider in exchange for the inclusion, exclusion, or characterization of any content.

7.9 Accuracy and currency. Healthcare rules, benefit designs, and prices change. Simba updates Content periodically but does not warrant that any statement remains accurate at the time of viewing.

8. Third-Party Links and Services

The Services may link to or interoperate with third-party websites and services. Simba does not control and is not responsible for them. Your use of a third-party service is governed by that party’s terms.

9. Disclaimers and General Limitation of Liability

9.1 Disclaimer.

EXCEPT AS EXPRESSLY STATED IN SECTION 23, THE SERVICES AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SIMBA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SIMBA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY PARTICULAR TRAINING OR BEHAVIORAL OUTCOME WILL RESULT FROM USE OF THE CONTENT.

9.2 Exclusion of indirect damages.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY. THIS EXCLUSION DOES NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS OR TO CUSTOMER’S PAYMENT OBLIGATIONS.

9.3 Liability to non-customers. For any person or entity that is not a Customer under an Order Form, Simba’s total aggregate liability arising from or relating to the Services will not exceed one hundred dollars ($100). Customer liability caps are in Section 26.

10. Copyright Complaints (DMCA)

Simba complies with the Digital Millennium Copyright Act. Notices of claimed infringement should be sent to our designated agent at:

A valid notice must include: a signature of the person authorized to act for the rights owner; identification of the work claimed to be infringed; identification of the allegedly infringing material and its location; your contact information; a statement of good-faith belief that the use is unauthorized; and a statement, under penalty of perjury, that the notice is accurate and you are authorized to act. Counter-notices may be submitted under 17 U.S.C. §512(g) to the same address.

11. Changes to Part A

Simba may modify Part A at any time by posting an updated version with a new version number and effective date. Changes to Part A take effect upon posting. Your continued use of the Site or public Content after that date constitutes acceptance. Changes to Part B follow the different, more protective process in Section 29.

12. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware, and waive any objection to venue there.

EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING FROM OR RELATING TO THESE TERMS.

Before filing any claim, the parties will attempt in good faith to resolve the dispute through discussion between executives with authority to settle, for a period of thirty (30) days after written notice of the dispute.

13. Compliance with Laws and Export

You will comply with all laws applicable to your use of the Services, including U.S. export control and sanctions laws. You may not access or use the Services if you are located in, or are a national of, a country or region subject to comprehensive U.S. sanctions, or if you appear on any U.S. restricted-party list.

14. Not Directed to Children

The Services are intended for individuals eighteen (18) years of age and older. Simba does not knowingly collect personal information from children under 18.

15. General

Force majeure. Neither party is liable for failure to perform due to causes beyond its reasonable control, excluding payment obligations.

Severability. If any provision is held unenforceable, it will be reformed to the minimum extent necessary and the remainder stays in effect.

No waiver. A failure to enforce any provision is not a waiver of it.

No third-party beneficiaries. There are none.

Notices. Legal notices to Simba go to legal@simbahealth.com and to Simba Health, Inc., 2261 Market Street, STE 85457, San Francisco, CA 94114, marked “Legal Notice.” Notices to you go to the email address on file.

Electronic signatures. These Terms and any Order Form may be executed electronically and in counterparts, each of which is an original.

16. Structure and Order Forms

16.1 Definitions used in Part B. In addition to the terms defined in Section 1:

“Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests.

“Broker” means a benefits broker, consultant, agency, or other channel partner that refers, recommends, or resells the Services.

“Effective Date” means the date identified as such on the Order Form.

“Fees” means the amounts payable by Customer as set forth on the Order Form.

“Initial Term” means the initial subscription period stated on the Order Form.

“Renewal Term” means each successive subscription period following the Initial Term.

“Subscription Term” means the Initial Term together with any Renewal Terms.

16.2 What forms the agreement. The agreement between Simba and Customer consists of: (a) the Order Form; (b) these Terms, including the Privacy Policy incorporated by Section 6; and (c) any exhibit or statement of work signed by both parties. In case of conflict, the Order Form controls over these Terms as to the specific conflicting provision only.

16.3 Purchase orders. Any preprinted or additional terms in a Customer purchase order, vendor portal, or supplier form are rejected and have no effect, even if Simba accepts or references the PO number for invoicing convenience.

16.4 Affiliates. Customer may extend access to its Affiliates by identifying them on the Order Form or in a written amendment agreed by the parties. Customer remains responsible for each Affiliate’s compliance and is jointly and severally liable for any breach.

16.5 Pilots and trials. Any free trial, pilot, or evaluation access is provided “as is,” without warranty, indemnity, or support obligation, and may be modified or terminated by Simba at any time. Sections 17–21 and 26–28 apply to trials; Sections 23 and 25.1 do not.

17. License Grant

17.1 Platform and hosted delivery. Subject to these Terms and payment of Fees, Simba grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access the Platform and assign Content to its employees, solely for Customer’s internal employee-education purposes (the “Permitted Purpose”).

17.2 SCORM and offline delivery. If the Order Form includes SCORM or other downloadable delivery, Simba grants Customer a license, for the Subscription Term only, to host and deliver the licensed Content within Customer’s own learning management system for the Permitted Purpose. Customer will apply the same access controls it applies to its own confidential training materials. Customer must remove all Content from its systems within thirty (30) days after expiration or termination of the Subscription Term and, on request, certify removal in writing.

17.3 Licensed Employee Count. The license extends to the number of employees stated on the Order Form (the “Licensed Employee Count”). Customer may assign Content to no more than that number of employees at any time. Customer may reassign a seat to a different employee when the original employee leaves Customer’s workforce or otherwise ceases to require access, but may not otherwise rotate or share seats among a larger group. To increase the Licensed Employee Count during a Subscription Term, Customer may purchase additional seats under a new Order Form or written amendment at the per-employee rate stated on the Order Form, prorated for the remainder of the Subscription Term. The Licensed Employee Count for a Renewal Term is the number stated on the Order Form for that Renewal Term. Customer may extend access to employees’ spouses and dependents only if the Order Form expressly says so.

17.4 Reservation. All rights not expressly granted are reserved to Simba.

18. Restrictions and Customer Responsibilities

18.1 Restrictions. In addition to Section 4, Customer will not: provide Content to non-employees; use Content in any commercial offering, consulting engagement, or client-facing deliverable; publicly post or broadcast Content; use Content to train, fine-tune, or evaluate any machine learning model; or permit a Broker or other third party to access the Platform other than as authorized on the Order Form.

18.2 Administrator accounts. Customer is responsible for the security of its administrator credentials, for promptly deprovisioning departed administrators, and for all activity under its accounts.

18.3 Accurate headcount. Customer will report its employee headcount accurately at the Effective Date and at each renewal, and will not assign Content to more employees than the Licensed Employee Count permits.

18.4 Attribution. Customer will not remove Simba branding or attribution from Content, except where the Order Form authorizes co-branding or white-labeling.

19. HIPAA — No Business Associate Relationship

19.1 No PHI. Simba does not create, receive, maintain, or transmit Protected Health Information (“PHI”) as defined at 45 C.F.R. §160.103 on behalf of Customer, any group health plan, or any covered entity. Simba performs no function or activity involving PHI for or on behalf of a covered entity.

19.2 Not a Business Associate. Simba is not a Business Associate of Customer or of any group health plan, and no Business Associate Agreement is required or entered into by these Terms.

19.3 Customer will not submit PHI. Customer will not upload, enter, transmit, or otherwise provide PHI to the Platform or to Simba, and will instruct its administrators and employees not to do so. Roster data provided by Customer in its capacity as an employer (name, work email, employer, job title, department) constitutes employment records and is not PHI.

19.4 Inadvertent disclosure. If either party becomes aware that PHI has been provided to Simba, it will promptly notify the other. Simba will delete the PHI from its systems as soon as reasonably practicable and confirm deletion in writing. Simba has no obligation to retain, produce, or account for such information.

20. Learner Data, Privacy, and Security

20.1 Definitions. “Customer Data” means personal information about Customer’s employees that Customer provides to Simba, or that the Platform generates about their use, including: name, work email address, employer, optional job title and department, course assignments, completion status and timestamps, assessment responses, and technical log data such as IP address and browser type.

Customer Data does not include Business Contact Data. “Business Contact Data” means the name, business email address, business telephone number, job title, and similar information of Customer’s personnel that Customer provides to Simba for account administration, ordering, invoicing, payment, support, contract management, or relationship management. Simba processes Business Contact Data as a controller for those purposes and in accordance with its Privacy Policy. Vendors that process only Business Contact Data are not subprocessors for purposes of Section 20.6.

20.2 Roles. As between the parties, Customer is the controller (and “business” under U.S. state privacy laws) of Customer Data, and Simba is the processor (and “service provider”). Customer is responsible for providing any notices and obtaining any consents required for Simba to process Customer Data.

20.3 Purpose limitation. Simba will process Customer Data only to: provide and support the Services; secure and troubleshoot the Platform; comply with law; and produce de-identified aggregate analytics as permitted below. Simba will not retain, use, or disclose Customer Data for any other purpose, and will not sell or share it as those terms are defined under applicable U.S. state privacy law.

20.4 No AI training. Simba will not use Customer Data to train, fine-tune, or improve any machine learning or artificial intelligence model, and will not permit any subprocessor to do so.

20.5 De-identified data. Simba may create and use de-identified, aggregated data derived from use of the Services for product improvement, benchmarking, and research, provided it cannot reasonably be used to identify Customer or any individual, and Simba does not attempt to re-identify it. Simba will not publish benchmarks that identify Customer without consent.

20.6 Subprocessors. Simba engages subprocessors to help provide the Services, including hosting providers and third-party learning management platforms that Simba provisions and pays for. A current list of Simba’s subprocessors is available at https://simbahealth.com/subprocessors. Simba enters into a written agreement with each subprocessor that processes Customer Data containing data protection obligations substantially similar to those in this Section 20, to the extent applicable to the nature of the services that subprocessor provides. Simba remains responsible for each subprocessor’s compliance with the data protection obligations described in this Section 20.

20.7 Security. Simba will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit and at rest, role-based access controls, least-privilege access for personnel, logging, and at least annual review of its security program. Simba’s security overview is available on request.

20.8 Security incidents. Simba will notify Customer without undue delay, and in any event within seventy-two (72) hours, after confirming a security incident that resulted in unauthorized access to or disclosure of Customer Data. Simba will provide the information reasonably available to it and cooperate with Customer’s investigation and any notification obligations.

20.9 Return and deletion. On Customer’s written request, and in any event within sixty (60) days after expiration or termination, Simba will delete Customer Data from its production systems, other than data Simba must retain by law or that exists in routine backups, which will be deleted on the ordinary backup cycle. Simba will export Customer’s completion records in a commonly used format on request made before the deletion date.

20.10 International transfers. Simba processes Customer Data in the United States. Customer will not provide personal data subject to GDPR or similar non-U.S. law without a separate written data processing addendum.

21. Customer Content and Customization

If Customer provides logos, plan summaries, copy, or other materials (“Customer Content”) for use in customized Content, Customer grants Simba a non-exclusive, royalty-free license to use, reproduce, modify, and display that material solely to produce and deliver the Services. Customer represents that it has the rights necessary to grant that license and that Customer Content does not infringe third-party rights or contain PHI or sensitive personal information. As between the parties, Customer owns Customer Content; Simba owns the resulting Content and all underlying templates, animation assets, and production elements.

22. Fees, Invoicing, and Taxes

22.1 Fees. Customer will pay the Fees stated on the Order Form. Fees are based on the licensed scope, not actual usage, and are non-refundable except as expressly provided in Sections 23, 24.3, 24.4, and 25.1.

22.2 Invoicing. Simba invoices annually in advance, unless the Order Form specifies otherwise. Payment is due within the period stated on the Order Form or, if none is stated, within thirty (30) days of the invoice date. Simba will provide remittance instructions with each invoice.

22.3 Late payment. Undisputed amounts more than thirty (30) days past due accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Customer will reimburse reasonable collection costs. Customer must dispute an invoice in good faith and in writing within thirty (30) days of the invoice date; the parties will work to resolve disputed amounts promptly, and Customer will pay undisputed amounts when due.

22.4 Taxes. Fees are exclusive of sales, use, excise, VAT, and similar transaction taxes, which are Customer’s responsibility, excluding taxes on Simba’s net income. If Simba determines that any such tax applies to a sale under an Order Form, Simba may invoice Customer for that tax and Customer will pay it together with the related Fees. Simba may invoice tax not previously charged if it subsequently determines that the tax applies, or if a taxing authority assesses it, including for prior periods. If Customer claims exemption from any such tax, Customer will provide a valid exemption certificate or other documentation reasonably acceptable to Simba before the applicable invoice date; until Simba receives it, Simba may invoice the tax. Customer will reimburse Simba for any such tax, together with any interest and penalties, that a taxing authority assesses against Simba and that Customer was responsible for under this Section.

22.5 Purchases through a Broker. If Customer purchases through a Broker acting as reseller of record, payment terms are governed by Customer’s agreement with the Broker. Customer acknowledges that a Broker’s failure to remit payment may result in suspension of the subscription.

23. Limited Warranty

Simba warrants that, during the Subscription Term: (a) the Platform will perform materially in accordance with its documentation; (b) the Content is Simba’s original work or is properly licensed by Simba; and (c) Simba will use commercially reasonable efforts to make the Platform available, and will not knowingly introduce malicious code.

Sole remedy. If Simba breaches this warranty, Simba will use commercially reasonable efforts to correct the non-conformity. If it cannot do so within thirty (30) days after written notice, Customer may terminate the affected subscription and receive a refund of prepaid Fees for the unused remainder of the Subscription Term. This is Customer’s exclusive remedy for breach of warranty.

24. Term, Renewal, Suspension, and Termination

24.1 Term and renewal. The Subscription Term begins on the Effective Date and continues for the Initial Term stated on the Order Form, then renews automatically for successive Renewal Terms of equal length at Simba’s then-current rates, subject to any price protection on the Order Form. Either party may prevent renewal by giving written notice at least thirty (30) days before the start of the applicable Renewal Term.

24.2 Suspension. Simba may suspend access if: Customer fails to pay an undisputed invoice within fifteen (15) days after written notice of non-payment; Customer’s use poses a security risk to the Platform or other customers; or suspension is required by law. Simba will limit suspension to the affected portion of the Services where practicable and will restore access promptly once the cause is resolved.

24.3 Termination for cause. Either party may terminate if the other materially breaches and fails to cure within thirty (30) days after written notice. Customer’s failure to pay any undisputed amount when due is a material breach of these Terms. If Customer terminates for Simba’s uncured material breach, Simba will refund prepaid Fees for the unused remainder of the Subscription Term.

24.4 Termination for convenience. Neither party may terminate for convenience during a Subscription Term. Customer may elect non-renewal under Section 24.1. Simba may elect not to renew, or may discontinue the Services on sixty (60) days’ notice with a prorated refund of prepaid, unused Fees.

24.5 Effect of termination. On expiration or termination: all licenses end; Customer will cease using the Platform and Content and will remove any downloaded or SCORM Content per Section 17.2; Customer remains liable for Fees accrued through the termination date; and Sections 1, 5, 7, 9, 12, 15, 16.1, 18.1, 19, 20.9, 21, 22, 25–28, and 32 survive.

25. Indemnification

25.1 By Simba. Simba will defend Customer against any third-party claim alleging that Customer’s authorized use of the Platform or Content infringes that third party’s copyright, trademark, or trade secret rights, and will pay damages finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Content, Customer’s modification of Content, use outside the Permitted Purpose, or combination with anything not supplied by Simba. If the Platform or Content becomes subject to such a claim, Simba may procure the right to continue use, modify it to be non-infringing, or terminate the affected subscription and refund prepaid unused Fees. This is Simba’s entire liability for infringement claims.

25.2 By Customer. Customer will defend Simba against any third-party claim arising from Customer Content, Customer’s breach of Sections 18 or 19, or Customer’s use of the Services in violation of law, and will pay damages finally awarded or agreed in settlement.

25.3 Procedure. The indemnified party will promptly notify the indemnifying party in writing, give it sole control of the defense and settlement (provided no settlement imposes liability or admission on the indemnified party without consent), and provide reasonable cooperation at the indemnifying party’s expense.

26. Limitation of Liability

26.1 Cap.

EXCEPT AS PROVIDED IN SECTION 26.2, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THESE TERMS AND THE ORDER FORM WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND DOLLARS ($1,000).

26.2 Exclusions from the cap. The cap does not apply to: Customer’s payment obligations; either party’s indemnification obligations under Section 25; Customer’s breach of the license restrictions in Sections 4 and 18.1; or either party’s gross negligence, willful misconduct, or fraud.

26.3 Basis of the bargain. The parties acknowledge that these limitations are an essential basis of the bargain and that the Fees reflect this allocation of risk. They apply even if a limited remedy fails of its essential purpose.

27. Confidentiality

Each party may receive the other’s confidential information. The recipient will use it only to perform under these Terms, protect it with at least reasonable care, and disclose it only to personnel and advisors who need to know and are bound by comparable obligations. Confidential information excludes information that is public through no fault of the recipient, was already lawfully known, is independently developed, or is lawfully received from a third party without restriction. If compelled to disclose by law, the recipient will, where legally permitted, give prompt notice and disclose only what is required. These obligations continue for three (3) years after termination, and indefinitely for trade secrets.

Simba’s pricing and non-public product roadmap are Simba’s confidential information. Customer Data is Customer’s confidential information.

28. Brokers and Channel Partners

28.1 Independent parties. A Broker is an independent contractor. A Broker is not an agent, employee, partner, or representative of Simba and has no authority to bind Simba, modify these Terms, make warranties, or make commitments on Simba’s behalf. Simba is not responsible for a Broker’s statements, service levels, or acts or omissions.

28.2 Broker access to data. Simba will share Customer information with a Broker only as authorized by Customer on the Order Form. Absent authorization, Simba will not disclose Customer’s subscription details to a Broker. Individual learner-level completion data will be shared with a Broker only where Customer has expressly and separately authorized it. Customer may revoke Broker authorization at any time by written notice to Simba.

28.3 Compensation. Simba may pay a Broker a referral fee, commission, or reseller margin in connection with Customer’s subscription. Customer is responsible for any disclosure obligations applicable to its own benefits arrangements.

28.4 Reseller purchases. Where Customer purchases through a Broker acting as reseller, Customer’s agreement with the Broker governs pricing and payment, but Customer’s use of the Services remains governed by these Terms.

29. Changes to Part B

29.1 Version pinning. Simba may publish updated versions of Part B. The version identified on Customer’s Order Form — or, if none is identified, the version in effect on the Order Form’s Effective Date — governs for the entire then-current Subscription Term. Customer’s terms do not change mid-Term.

29.2 Application at renewal. An updated version applies from the start of Customer’s next Renewal Term. Simba will publish the updated version at least thirty (30) days before that Renewal Term begins. If Customer does not accept the updated version, its remedy is to give notice of non-renewal under Section 24.1.

29.3 Immediate changes. Notwithstanding Section 29.1, Simba may make changes that take effect immediately on written notice where required by applicable law or regulation, or where necessary to address a material security or intellectual property risk. Simba will limit such changes to what the circumstances require.

30. Publicity

Simba may identify Customer by name and logo as a customer on its website and in sales materials. Customer may opt out at any time by written notice to support@simbahealth.com, and Simba will remove the reference from its own properties within thirty (30) days. Any case study, quotation, or press release requires Customer’s prior written approval.

31. Support

Simba provides email support to Customer’s administrators at support@simbahealth.com during normal business hours (9:00 a.m. – 5:00 p.m. Eastern, Monday through Friday, excluding U.S. federal holidays), with a target initial response within one (1) business day. Support does not cover Customer’s own systems, network, or learning management system.

32. Assignment

Neither party may assign these Terms without the other’s prior written consent, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all assets, on written notice. Any other attempted assignment is void.