Terms of Service
Effective Date: January 1, 2025
1. Definitions
"Services" means the products and services ordered by you under an Order and made available online by Simplex, including any associated offline or mobile components, but excluding Third-Party Services. The Services include any modifications, enhancements, updates, revisions, and derivative works thereof.
"Agreement" means these terms, your Order(s), any Statement(s) of Work between you and us, and any attachments, exhibits, and annexes hereto or to an Order or a Statement of Work.
"Customer Data" means the data submitted by Users, or otherwise on your behalf, into the Services.
"User" means a named individual authorized by you to use the Services, for whom you have purchased a subscription, and who has been supplied with user credentials for the Services by you or by us at your request.
2. Usage Rights
Subject to the terms and conditions of this Agreement and your payment of all applicable fees, we grant you a limited-term, non-exclusive, non-sublicensable, non-transferable (except as expressly permitted herein) right to access and use the Services specified in your Order(s) solely for your internal business purposes.
3. User Subscriptions
Unless otherwise noted on an Order, Services are purchased as time-based subscriptions. Each User must have a valid subscription for the Services. User subscriptions are for named Users and cannot be shared with other person(s) but may be reassigned to new named Users from Users who cease using the Services. We reserve the right to monitor your use of the Services to effect this Agreement and/or verify compliance with any subscription limits and this Agreement.
4. Your Responsibilities
You are responsible for: (i) the confidentiality of User access credentials that are in your possession or control; (ii) setting up appropriate internal roles, permissions, policies, and procedures for the safe and secure use of the Services; (iii) the activity of your Users in the Services; and (iv) your Users' compliance with this Agreement and the Documentation. You must notify us promptly if you become aware, or reasonably suspect, that your account's security has been compromised.
5. Restrictions
Except as expressly authorized by us prior to each instance, you shall not: (i) provide the Services to any third party other than your Users, use the Services as a service bureau, or otherwise violate or circumvent any use limitations or restrictions set forth in an Order, the Services, or the Documentation; (ii) derive the source code or use tools to observe the internal operation of, or scan, probe, or penetrate, the Services; (iii) copy, modify, or make derivative works of the Services; (iv) remove any proprietary markings or notices from any materials provided to you by us; (v) frame or mirror the Services or any part thereof; or (vi) use the Services: (a) to send spam, duplicative, or unsolicited messages in violation of applicable laws or regulations; (b) to store sensitive data such as bank account data, social security (or equivalent) numbers, and credit card data outside of the designated fields therefor; (c) to send or store material that violates the rights of a third party; (d) to send or store material containing viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; or (e) for any other illegal or unlawful purpose. You may not knowingly facilitate or aid a third party in any of the foregoing activities.
6. Availability and Support
We will use reasonable efforts to maintain availability of the Services 24 hours a day, 7 days per week, subject to planned maintenance, Force Majeure events, and the terms of this Agreement. You will receive reasonable advance notice (which may be posted within the Services or otherwise) of planned maintenance. We will use commercially reasonable efforts to notify you as soon as reasonably practical of any unplanned downtime of the Services and resolve the issue as soon as practical.
7. Changes
In the event that your use of the Services interferes with or disrupts the integrity, security, availability, or performance of the Services, we may modify or temporarily restrict or suspend your use of the Services. The parties will cooperate in good faith to resolve the issue as soon as reasonably possible.
8. Technical Support
Your Users who have undergone training for users of the Services will receive technical support for the Services and/or upgraded support in accordance with the terms of the Order. Technical support may, at our discretion, include online help, FAQs, training guides, and templates and the use of email, chat, or live help. We are not obligated to maintain or support any customization to the Services or any Third-Party Service, even if sold by us, except under a separate agreement signed by the parties.
9. Fees and Payment
Fees are in the currency specified on the Order. From time to time, we may change our fees. You will be notified at least 30 days in advance before we apply any fee changes to your Services subscriptions. Unless otherwise set forth in an Order, such changes will not affect the prices for Services during the then-current subscription term and will become effective upon your next renewal term that commences at least 30 days after our notification of the fee change.
10. Taxes
All fees are exclusive of all applicable taxes, levies, and duties, and you shall be responsible for their payment, excluding taxes on our net income. If we are obligated to collect applicable taxes, we will include them on our invoice to you, and you will pay all such amounts to us unless you timely provide us with a valid tax exemption certificate. Each party will timely provide the other with any documents and information as may be required under, or to comply with, applicable tax laws and regulations.
11. Proprietary Rights
Subject to the limited rights expressly granted hereunder, as between the parties Simplex shall own all rights, title, and interest, including all Intellectual Property Rights, in and to the Services (including any configurations and customizations thereof), Simplex Data, and the results of consulting and other professional services performed by Simplex or on its behalf. All rights not expressly granted in this Agreement are reserved by Simplex.
12. Term and Termination
All Services subscriptions specified in your initial Order will run for the subscription period set forth therein. If you add subscriptions after the beginning of a subscription period, their initial term will be the remainder of the then-current subscription period, unless otherwise set forth in the Order. All subscriptions will automatically renew for additional subscription periods of one year (or for such different renewal term as set forth in the renewal Order), unless either party gives the other party notice of non-renewal at least 30 days prior to the end of the relevant subscription period.
13. Representations & Warranties
We warrant that: (i) the Services will perform materially in accordance with the Documentation; (ii) we will not decrease the material functionality of the Services during a current subscription term, and (iii) we will perform any professional services in a workmanlike manner and in accordance with industry standards.
14. Disclaimer of Warranties
We make no guarantees that the Services will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. Except for the warranties in Section 13, we and Customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.
15. Limitation of Liability
EXCEPT FOR INDEMNIFICATION OBLIGATIONS, THE PARTIES AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION. EXCEPT FOR YOUR OBLIGATIONS TO PAY FEES UNDER THIS AGREEMENT, EITHER PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE SUBSCRIPTION FEES FOR THE SERVICES PAID OR PAYABLE IN THE 12-MONTH SUBSCRIPTION PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
16. Compliance with Laws
Each party shall comply with all applicable laws and regulations in relation to the Services, including applicable sanctions and anti-corruption laws. Each party shall maintain appropriate controls and procedures to be able to demonstrate compliance with such laws and regulations.
17. Governing Law; Dispute Resolution
The validity, construction, and application of this Agreement will be governed by the internal laws of the State of Texas, excluding its conflict of laws provisions. The parties agree to resolve all disputes related to this Agreement by binding individual arbitration before one arbitrator.
18. Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous written and oral agreements, negotiations, and discussions between the parties regarding the subject matter herein.
19. Simplex AI Services
If you subscribe to or otherwise enable any functionality that uses artificial intelligence capabilities, machine learning tools, or other automated ways of using data to enhance the features and functionality of the Services, then the Simplex AI Services Addendum terms available at https://www.simplexgotoportal.com/us/legal are incorporated herein by reference and apply to such Services. Examples of Simplex AI Services include AP Bill Automation and Simplex Copilot.
20. Contact Information
If you have any questions about these Terms, please contact support@simplexusa.com or +1 713 396 2509.