Thank you for visiting the website located at www.simpliziti.com (the “Site” or “Website”), operated by Simpliziti, LLC (“Simpliziti”, “we”, “us” or “our”), downloading our Simpliziti™ software application for iOS™ or Android™ operating systems (together along with any Updates thereof, the “Application”), and/or otherwise using or accessing our corresponding services available via the Application or the Website (together with any Account Services (defined below), the “Services”). This Terms of Use and End User License Agreement (“Agreement”) governs your use of and access to the Website, Application and Services and constitutes a legally binding contract between you and Simpliziti. This Agreement is between you and Simpliziti only and not with Apple, Inc. or its affiliates (“Apple”) or Google Inc. or its affiliates (“Google”). Apple and Google are not responsible for the Application or the contents thereof.

By accessing, browsing, and/or using the Website or any Services, downloading, installing and/or using the Application, or by clicking to accept or agree to this Agreement when this option is made available to you, you accept, without limitation or qualification, the terms and conditions set forth in this Agreement as well as our Privacy Policy, which is available at http://simpliziti.com/privacy-policy and which forms a legally binding agreement. If you do not agree to any or all of the provisions found in this Agreement or our Privacy Policy, please immediately exit this Site, cease use of and uninstall the Application and cease and refrain from using or accessing the Services or the Site. YOU AGREE THAT YOU ARE AT LEAST 18 YEARS OF AGE AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.

Access to and use of the Site, the Application and the Services and the information, materials, Content, products and services available through the same are subject to all applicable laws and regulations and this Agreement. The terms “user,” “you” and “your” when used in this Agreement means any user of the Site, the Services and/or the Application.

We may change the terms and conditions set forth in this Agreement from time to time and will provide you with ten (10) days’ notice before the new terms and conditions come into effect by posting notice of the revised Agreement on the Website and by email. Changes will apply prospectively only. Other than this notice, you will not be provided with specific notice of the new and applicable terms and conditions. The latest Agreement will be posted on the Site, and you should always review this Agreement prior to using or accessing the Site, the Services or the Application to ensure that you have a current understanding of the Agreement under which you are permitted to access this Site and use the Application or the Services.

IF YOU OR ANYONE ELSE ACTING THROUGH YOUR ACCOUNT OR MOBILE DEVICE VIOLATE THESE TERMS OF USE, SIMPLIZITI MAY TERMINATE ANY AND ALL ACCOUNTS YOU HAVE ESTABLISHED AT THIS SITE OR IN CONNECTION WITH THE APPLICATION OR THE SERVICES AND MAY RESTRICT YOUR ACCESS THERETO WITHOUT PROVIDING NOTICE TO YOU.

MINORS.

The Site, Application and Services are commercial in nature and NOT intended for use by children or anyone under the age of 18 years of age. To the extent you are under the age of 18 and are over the age of 13 and wish to use and/or access the Site, Services and/or Application, including Account Services, provided in connection herewith, please contact Simpliziti at help@simpliziti.com for additional information before downloading the Application or using the Services. IN NO EVENT IS THE WEBSITE, THE APPLICATION OR THE SERVICES TO BE USED BY ANYONE 13 YEARS OF AGE OR YOUNGER.

PRODUCT & SERVICES INFORMATION.

All references on the Site or via the Application to information, materials, products and services apply to information, materials, products and services available in the countries or jurisdictions specified with respect to such information, materials, products and services only, unless otherwise stated.

DEFINITIONS

As used herein, “Content” shall mean any and all postings, messages, works of authorship, text, files, images, photos, video, sounds, or other materials posted on, transmitted through, and available through the Site, the Application or the Services, excluding your Personal Data which is handled in accordance to the Privacy Policy available at http://simpliziti.com/privacy-policy.

As used herein, “Data Security Laws” mean any Laws that govern the collection, handling, storage, distribution, Processing, use, transmission, disclosure, importing, exporting, and/or maintenance of personally identifiable information or other information or data of a private nature (including Personal Data).

As used herein, “Law(s)” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

As used herein, “Personal Data” means information or data provided or made available to Simpliziti by you or which Simpliziti otherwise obtains in connection with the provision of the Website, the Application or the Services (including the Account Services), which identifies or can be used to identify an individual, such as, names, addresses, phone numbers or other unique or persistent identifiers, and/or which can be used to authenticate an individual, such as, social security numbers, driver’s license number, passwords, financial account numbers, credit card numbers, credit report information, health and medical information, biometric identifiers, and/or any other information that may be subject to Data Security Laws

As used herein, “Process” means to take any action or perform any operation or set of operations that the Application, Website and/or Services are capable of taking or performing on any data, information or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy. “Processing” and “Processed” have correlative meanings.

As used herein, “Services” shall have the meaning set forth in the first paragraph of these Terms of Use and shall include those services available via the Application, including the creation and sharing of wish lists with friends, family and colleagues, in addition to receiving and sending contributions to those wishes, and includes contacting customer support via email at help@simpliziti.com.

PROVISIONS GOVERNING YOUR INSTALLATION AND USE OF THE APPLICATION

License Grant and Restrictions.

Provided you agree to be bound by the terms and conditions of this Agreement, Simpliziti hereby grants to you a non-exclusive, limited, revocable, non-transferable, non-assignable, non-sublicensable right and license to download, install, execute and run the Application solely on a single, compatible mobile device that you own for your personal, non-commercial use, subject to the terms and conditions of this Agreement and subject to the usage rules set forth in the Mac App Store, App Store and iBooks Store Terms and Conditions (the “Usage Rules”), which are hereby incorporated by reference.

Notwithstanding the foregoing or anything else to the contrary in this Agreement, except (i) as expressly set forth in this Agreement; (ii) as expressly agreed upon in writing by Simpliziti in a separate written instrument; (iii) as may be permitted by the licensing terms governing any open source software comprising the Application (if any); or (iv) to the extent the following restrictions are prohibited by applicable Law, you or anyone acting on your behalf or under your command or control may not:

  • Copy, distribute, share, perform, transmit, display or create derivative works or improvements of the Application or any Content appearing thereon or made available therefrom, except for your own User-Submitted Content (defined below);
  • Use the Application on a device that you do not own or control;
  • Sublicense, lease, lend or sell the Application to any other person or entity;
  • Copy, disassemble, reverse engineer, decompile or otherwise attempt to derive the source code for the Application;
  • delete or destroy any proprietary markings or legends associated with the Application or the Content appearing thereon or made available therefrom or circumvent any associated security measures;
  • decrypt, extract, or otherwise attempt to discover any source code, trade secrets or Confidential Information contained in or accessible via the Application;
  • use the Application and/or the Services for any unlawful purpose or in a manner inconsistent with any Law; and/or
  • otherwise install, access or use the Application in a manner inconsistent with this Agreement.

Reservation of Rights

You understand and agree that the Application is provided to you via a license and is not sold to you. You do not acquire any ownership interests in the Application or any other rights in the Application other than those set forth in this Agreement (and subject to the terms and conditions hereunder). Simpliziti expressly reserves all of its rights, title and interest in and to the Application and all Content made available therefrom not otherwise granted to you hereunder, including all intellectual property rights therein. Other rights in the Application and the Content belong to third parties and are used or incorporated with permission or authorization. Such third parties reserve all of their rights, title and interest with respect to such rights.

Updates and New Versions

Simpliziti may, in its absolute, sole discretion, make available updates, upgrades and/or new version releases of the Application, which may include bug fixes, enhancements, new features, deleted features, modifications or other improvements (collectively, “Updates”). Updates may result in the removal of certain features or functions. To the extent Simpliziti releases an Update of the Application, you agree to download same and to cease use of the prior version of the Application. You understand and agree that Simpliziti shall have no duty or obligation to provide or make available any Updates or to otherwise retain any functionality provided in connection with the Application or any subsequent Update, and Simpliziti shall in no way be liable for any damages, costs, liabilities, fees or expenses incurred by you arising out of or related to Simpliziti’s removal of any functionality from the Application or any subsequent Update.

Export Regulations

The Application may be subject to United States export control Laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export or release is prohibited by Law. You shall comply with all applicable Laws, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Application available outside the United States.

PROVISIONS GOVERNING YOUR USE OF AND ACCESS TO THE WEBSITE

License Grant and Restrictions

In consideration of your agreement to the terms and conditions in this Agreement and any additional agreements and/or terms and conditions provided on the Website, Simpliziti hereby grants to you a revocable, single-user, non-exclusive, non-transferable, non-sublicensable limited license to access and make personal, non-commercial use of the Website, subject to the terms and conditions of this Agreement and any other terms, conditions and/or agreements that may be set forth on the Website.

Notwithstanding the foregoing or anything else to the contrary in this Agreement, except (i) as expressly set forth in this Agreement; (ii) as expressly agreed upon in writing by Simpliziti in a separate written instrument; or (iii) to the extent the following restrictions are prohibited by applicable Law, you or anyone acting on your behalf or under your command or control may not:

  • Copy, distribute, share, perform, transmit, display or create derivative works or improvements of the Website or any Content appearing thereon or made available therefrom, except for your own User-Submitted Content (defined below) (except that you may create copies of the Website for your own, archival use provided such copies retain all proprietary markings or legends associated with the Website or the Content appearing thereon or made available therefrom;
  • Circumvent any security measures on the Website, including accessing any services or portions of the Website from which you are restricted or forbidden to access;
  • Attempt to access any information on the Website that you are not intended to access;
  • use the Website for any unlawful purpose or in a manner inconsistent with any Law; or
  • otherwise access or use the Website in a manner inconsistent with this Agreement.

Reservation of Rights

You understand and agree that the Website is provided to you via a license. You do not acquire any ownership interests in the Website or any Content appearing thereon or any other rights therein other than those set forth in this Agreement (and subject to the terms and conditions hereunder). Simpliziti expressly reserves all of its rights, title and interest in and to the Website and all Content made available therefrom not otherwise granted to you hereunder, including all intellectual property rights therein. Other rights in the Website and the Content belong to third parties and are used or incorporated with permission or authorization. Such third parties reserve all of their rights, title and interest with respect to such rights.

PROVISIONS GOVERNING YOUR USE OF AND ACCESS TO THE SERVICES

License Grant and Restrictions.

In consideration for your agreement to the terms and conditions in this Agreement and any additional agreements and/or terms and conditions provided on the Website, Simpliziti hereby grants to you a revocable, single-user, non-exclusive, non-transferable, non-sublicensable, limited license to access and make personal, non-commercial use of the Services (excluding the Account Services), subject to this Agreement and such other terms, conditions and/or agreements that may be set forth on the Website.

In consideration for your agreement to the terms and conditions in this Agreement and any additional agreements and/or terms and conditions provided on the Website, and upon creation of a User Account as provided for either on the Website or via the Application, Simpliziti hereby grants to you a revocable, single-user, non-exclusive, non-transferable, non-sublicensable, limited license to access and make personal, non-commercial use of the Account Services, subject to this Agreement and such other terms, conditions and/or agreements that may be set forth on the Website.

Notwithstanding the foregoing or anything else to the contrary in this Agreement, except (i) as expressly set forth in this Agreement; (ii) as expressly agreed upon in writing by Simpliziti in a separate written instrument, or (iii) to the extent the following restrictions are prohibited by applicable Law, you or anyone acting on your behalf or under your command or control may not:

  • Copy, distribute, share, perform, transmit, display or create derivative works or improvements of any Content made available through the Services, except for your own User-Submitted Content (defined below);
  • Use or access the Services via a device that you do not own or control;
  • Sublicense, lease, lend or sell the Services to any other person or entity;
  • delete or destroy any proprietary markings or legends associated with any Content made available through the Services or circumvent any associated security measures;
  • use the Services for any unlawful purpose or in a manner inconsistent with any Law; and/or
  • otherwise access or use the Services in a manner inconsistent with this Agreement.

Reservation of Rights

You understand and agree that the Services are provided to you via a license. You do not acquire any ownership interests in the Services or the Content available therefrom or any other rights therein other than those set forth in this Agreement (and subject to the terms and conditions hereunder). Simpliziti expressly reserves all of its rights, title and interest in and to the Services and all Content made available therefrom not otherwise granted to you hereunder, including all intellectual property rights therein. Other rights in the Services and the Content belong to third parties and are used or incorporated with permission or authorization. Such third parties reserve all of their rights, title and interest with respect to such rights.

Account Services

Certain Content and Services offered at the Site or via the Application or available therefrom are accessible only to registered users (“Account Services”), and are accessible only by providing a user name and corresponding password (“Log-in Information”). Any user accessing such Account Services (an “Account User”) is required to first create an account with Simpliziti (“User Account”). User Accounts are for designated users and cannot be shared or used by more than one user. You agree not to attempt, in any manner, to access the User Account of any other person or to otherwise circumvent the security features of this Site in order to unlawfully access the Account Services. Sharing your User Account with any other individual or entity by, for example only, sharing your Log-in Information with such other individual or entity or otherwise granting such other individual or entity access to the Account Services, is grounds for immediate termination of your User Account and/or the associated Account Services and a revocation of all licenses granted to you by Simpliziti hereunder. Furthermore, such action(s) constitute a breach of this Agreement and you agree to be liable for any and all direct, special, indirect, consequential or incidental damages arising from your performance of or engagement in such actions. Moreover, you agree and acknowledge that Simpliziti will have the right to seek injunctive relief enjoining such actions, it being acknowledged that legal remedies are inadequate to compensate Simpliziti for the harm caused by such actions.

You will notify Simpliziti (via the Notice section set forth below) promptly upon discovery of any unauthorized access, use or disclosure of any Personal Data, password-protected or confidential information in connection with the User Account, or Log-in Information, or of any other breach of this Agreement, and will cooperate with Simpliziti to regain possession of such information or Log-in Information and prevent its further unauthorized access, use or disclosure.

Creation of User Account/Indemnification

When creating a User Account as provided for on the Website or via the Application, you are required to provide Simpliziti with accurate, complete, and updated information. Failure to provide accurate, complete and updated information shall constitute a breach of this Agreement and may result in immediate termination of your User Account and Account Services as provided for in more detail below.

Moreover, in creating a User Account, you hereby agree that you will not in any way use or adopt a user name that is the name of another person with the intent to impersonate such person. Further, you agree not to use a user name that is subject to any rights of a person other than yourself without appropriate authorization from such other person. Simpliziti reserves the right to refuse creation of a user name or to cancel the same at its sole discretion.

You are solely responsible for maintaining the confidentiality of any passwords associated with your User Account and you hereby indemnify and hold harmless Simpliziti and its affiliates, subsidiaries, agents and advisors and their respective employees, officers, directors, executives, shareholders, agents and representatives from and against any and all losses, damages, costs, fees (including attorney’s fees and costs), judgments, settlements, liabilities and causes of action, arising out of or under or related to the use of your User Account by any person, including but not limited to, illegal or improper use of the Account Services by you or someone other than you who gains access to your User Account in either an authorized or unauthorized manner. You shall immediately notify Simpliziti by contacting Simpliziti at help@simpliziti.com if a password is lost, stolen, disclosed to a third party or has otherwise been compromised.

Furthermore, in connection with the creation of your User Account, you will be asked to create (or have had already created) and register an account with Wepay, a third party provider of payment services, or some other similar third party provider responsible for handling all of your account and/or financial information in connection with the Application and/or the Services. Simpliziti does not store any financial or account information that you provide in creating a User Account (including any corresponding wepay account). Wepay (or another third party provider) is solely responsible for the handling, storage, Processing, maintaining and safeguarding of such financial and/or account information and SIMPLIZITI EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY ARISING OUT OF THE HANDLING, STORAGE, PROCESSING, MAINTAINING AND SAFEGUARDING OF SUCH FINANCIAL AND/OR ACCOUNT INFORMATION AND/OR YOUR SUBMISSION OF SAME IN CONNECTION WITH YOUR USE OR INSTALLATION OF THE APPLICATION OR YOUR USE OF THE SERVICES OR WEBSITE.

PROVISIONS APPLICABLE TO THE WEBSITE, APPLICATION AND/OR THE SERVICES

Licenses

Notwithstanding anything to the contrary in this Agreement, you understand and agree that the above-referenced licenses are limited to one user at a time and are non-exclusive, non-sublicensable, non-assignable and non-transferable, wherein the term “user” refers to a single human individual. These licenses are revocable by Simpliziti in its absolute, sole discretion.

The Application and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, and is licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

Third Party Materials

The Application, Website and/or Services may display, include or make available third-party content (including data, information, applications and other products services and/or materials and certain User-Submitted Content (defined below)) or provide links to third-party websites or third party services, including through third-party advertising (“Third Party Materials”). You acknowledge and agree that Simpliziti is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Simpliziti does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions. In addition, Third Party Materials that may be accessed from, displayed on or linked to from your mobile device are not available in all languages or in all countries. We make no representation that such Third Party Materials are appropriate or available for use in any particular location. To the extent you choose to access such Third Party Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws.

Access to Website, Application and Services

Simpliziti may change, suspend or discontinue the Website, Application and/or the Services (including the Account Services) at any time, including the availability of any feature, software, database, or Content associated therewith. Moreover, Simpliziti may limit or restrict access to the Website, the Application and/or the Services (including the Account Services) at its sole discretion without notice or liability if it reasonably believes a user or Account User has violated any terms or conditions set forth in this Agreement or other terms, conditions or agreements provided for on the Website, for maintenance purposes, or for any other reasonable reason.

All users are responsible for ensuring that their computers, modems, software, hardware, internet and telephone services and other products and services necessary to connect to and use and access the Website and/or the Services or to download, install and run the Application, are compatible with the same. Simpliziti is in no way responsible for a user’s inability to access or otherwise use the Website, the Application and/or the Services. Even though no other person should access or use the Website, Services or Application via your internet connection or mobile device, to the extent any person so accesses or uses the Website, Services or Application through your internet connection or mobile device, you agree to be solely and fully responsible and liable for such person’s actions and responsible for ensuring that all such persons are aware of the terms and conditions set forth in this Agreement and fully comply with same.

Simpliziti reserves the right to withdraw or amend the Website, the Application and any Services or Content provided thereon or otherwise made available through the same, in Simpliziti’s absolute, sole discretion and without notice. You agree that Simpliziti will not be liable if, for any reason, all or any part of the Website, the Application or the Services is unavailable at any time or for any period. From time to time, Simpliziti may restrict access to all or some parts of the Website, the Application or the Services to users, including Account Services to Account Users.

Rights Ownership.

Unless otherwise indicated, the Site and the Application (including the source code and object code thereof), including the design, text, Content, selection, compilation, organization and arrangement of elements, and graphics appearing thereon and/or the compilation, magnetic translation and/or digital conversion thereof, and other matters related to the Site, the Application and the Services are protected under applicable copyrights, trademarks and other proprietary (including, but not limited to, intellectual property) Laws, including without limitation those of the United States, and all rights therein are the property of Simpliziti or the material is included with the permission of the rights owner and is protected pursuant to applicable copyright and trademark laws.

Permission is hereby granted for you to display, download, archive and print in hard copy, portions of the Site (including any Content appearing thereon) on a temporary basis and for your individual, non-commercial use only, provided you do not modify the materials and that you retain any and all copyright and other proprietary notices contained in the materials. Furthermore, your computer or mobile device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; and you may store files that are automatically cached by your Web browser for display enhancement purposes.

Simpliziti neither represents nor warrants that use of Content displayed or stored on or made available through the Site, the Services or the Application will not infringe upon the rights of third parties.

Mobile Services

The Application and certain associated Services are available via mobile devices. When accessing the Application or such associated Services through a mobile device, you agree to be responsible for all of your wireless service carrier’s standard charges, data rates and other applicable fees. Not all of the Services will work with all carriers or devices. You agree that your use of the Application and the Services will comply with the usage rules established by your service provider and agree to be solely and fully liable to the extent your use of the Application and/or the Services does not comply with such usage rules.

Content Generally

All Content available through the Website, the Application and/or the Services is the sole responsibility of the person from whom such Content originated. We do not control, and are not responsible for User-Submitted Content (defined below). You understand that by using or accessing the Website, the Application or the Services, you may encounter Content that may be deemed offensive, indecent, or objectionable. Nevertheless, you agree to use and access the Website, the Application and the Services at your sole risk and that Simpliziti shall not have any liability to you for Content that may be found to be offensive, indecent, or objectionable.

We may review and delete, in our sole and absolute discretion, any Content that in our sole discretion violates this Agreement or any Law, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of others.

And further, as to Content:

You understand and agree that Simpliziti may review and delete any Content that in the sole judgment of Simpliziti violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of others;

The following is a representative list of the kind of Content that is illegal or prohibited on the Site or the Application/Services.  Simpliziti reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending Content from the Site, the Application and/or the Services and terminating the membership of such violators.  For example, prohibited Content includes Content that:

  • is patently offensive to the online community, such as Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
  • harasses or advocates harassment of another person;
  • involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”;
  • promotes information that you know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
  • promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
  • contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
  • displays pornographic or sexually explicit material of any kind;
  • provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18;
  • provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
  • solicits passwords or personally identifiable information (including Personal Data) for commercial or unlawful purposes from other users;
  • promotes commercial activities and/or sales without Simpliziti’s prior written consent, such as contests, sweepstakes, barter, advertising, and pyramid schemes; or
  • contains or comprises non-local or otherwise irrelevant Content, is repetitious to the same or similar Content already contained on the Site, the Application or the Services or otherwise imposes an unreasonable or disproportionately large load on Simpliziti’s infrastructure.

Even though all of this is strictly prohibited, there is a small chance that you might become exposed to such items and you further waive your right to any damages, losses or other costs (from any party) related to such exposure.

  • You must use the Site, the Application and the Services in a manner consistent with any and all applicable Laws; and
  • You may not engage in advertising to, or solicitation of, others to buy or sell any products or services through the Site, the Application or the Services.  You may not transmit any chain letters or junk email to others.  Although Simpliziti cannot monitor the conduct of its users off the Site or the Application, it is also a violation of these rules to use any information obtained from the Site, the Application or the Services in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any user of the Site, the Services or the Application without their prior explicit consent.

User-Submitted Content

Subject to this Agreement and the functionality of the Application, Services and the Website, you may comment on Content and otherwise submit Content to us via the Application, the Site, the Services, or in other ways (Content submitted, posted, transmitted or uploaded by users is called “User-Submitted Content” in this Agreement). Any User-Submitted Content will be governed by this Agreement and our Privacy Policy unless the User-Submitted Content is provided to us in connection with a specific promotion or program (“Promotion”) and the terms, conditions or rules of such Promotion expressly state to the contrary.

You are solely responsible for the Content that you or anyone accessing your User Account or using the Application via your mobile device or computer submits, posts or transmits.

You hereby represent and warrant that you own all right, title and interest in and to any User-Submitted Content that you or anyone else submits, posts or transmits using or accessing your User Account or using the Application via your mobile device or computer, including any and all intellectual property rights therein, and that such submission, posting or transmission of User-Submitted Content will not infringe upon, misappropriate or otherwise violate or conflict with the rights, including intellectual property rights, of any other person or entity. You hereby release and hold harmless Simpliziti, its parent, affiliates, subsidiaries, agents and advisors and their respective employees, partners, officers, directors, shareholders, contractors, agents and representatives from and against any and all losses, damages, rights, claims, liabilities, costs, fees and actions of any kind arising in connection with or out of or relating to such individuals’ or entities’ use of or your submission, transmission, or posting of such User-Submitted Content.

You agree that we may use your name, voice, or image and any quotes attributable to you, and any such photos, videos, or audio recordings of or by you as described herein, to the extent your User-Submitted Content contains any of the foregoing. You grant the rights hereunder whether or not we use your name, voice, or image, or any quotes attributable to you. We reserve the right not to use any User-Submitted Content. You waive all rights related to our use and release, discharge and hold harmless Simpliziti, its parent, affiliates, subsidiaries, agents and advisors and their respective employees, partners, officers, directors, shareholders, contractors, agents and representatives from and against any and all losses, damages, rights, claims, liabilities, costs, fees and actions of any kind arising in connection with or out of or relating to such persons’ or entities’ use of your name, voice, or image, or any quotes attributable to you. Furthermore, you understand and agree that your name, image, photograph, likeness, and/or certain Personal Data that you submit in connection with creating you User Account or in connection with other User-Submitted Content may be shared with your friends and/or acquaintances in your Simpliziti network.

You hereby grant to us and our affiliates and our and their respective successors and assigns a worldwide, non-exclusive, irrevocable, royalty-free, perpetual, fully sublicensable and fully transferable license to copy, reproduce, modify, edit, make derivative works, distribute, publish (publicly or otherwise), display, link to, reverse engineer, data process, and otherwise use the User-Submitted Content in connection with our business, including, without limitation, for marketing and advertising purposes in any media formats and through any media channels now known or hereinafter invented. Without limiting the foregoing, you understand and agree that the foregoing license may also be exercised by third parties acting on Simpliziti’s behalf. You also grant each user of the Application or the Website a non-exclusive license to access your User-Submitted Content through the Application, the Services or via the Website and to display same on their own personal computers and mobile devices.

You understand, agree and certify that (i) you are the sole copyright owner of User-Submitted Content transmitted, posted or submitted by you or via your User Account or via your computer or mobile devices; (ii) you are the only person depicted in such User-Submitted Content; (iii) you have complete authority to grant the rights stated herein; (iv) such User-Submitted Content may be cropped, edited, electronically manipulated or otherwise altered for use by us in connection with the Application, the Website, the Services or otherwise, without further consent or approval, and that whether or how such User-Submitted Content is used by us is entirely within our sole discretion; and (v) we may remove any User-Submitted Content or refrain from using any User-Submitted Content at any time and for any reason at our sole discretion.

We make no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any linked website or in connection with any Content (including User-Submitted Content) posted on, transmitted through, and available through the Application, the Services and/or the Website. You understand and agree that you bear all risks associated with, the use and/or reliance upon any Content, and/or the representations made therein, and under no circumstances will we be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise made available via the Application, the Website or the Services. We do not pre-screen or pre-approve Content prior to posting and we make no representations and/or warranties to any of the claims made in any posting on reviews and comments, User Account, personal profile, listings, postings, descriptions, messages, group discussions, guides, and message boards or otherwise of any Content, by any user.

Indemnification as to Content/ Use of Site

You hereby agree to indemnify, defend and hold harmless Simpliziti, its parent, affiliates, subsidiaries, successors and assigns and its and their respective employees, officers, directors, shareholders, agents and representatives from and against any and all losses, damages, liabilities, judgments, costs, fees (including reasonable attorney’s costs and fees), rights, claims and actions of any kind arising in connection with or under or resulting from or related to your use of the Site, the Application and/or the Services or any Content appearing thereon or available therefrom and/or in connection with your User-Submitted Content (or any User-Submitted Content posted, transmitted or submitted via your User Account or via your computer or mobile device), including, but not limited to, Simpliziti’s use, copying, display, distribution, performance or creation of derivative works of any such User-Submitted Content, and you agree to pay any and all settlements reached by Simpliziti in connection with any such claims and/or actions.

Termination and Effect of Termination

You may terminate this Agreement by deleting the Application from your computer(s) and mobile device(s), ceasing all use of the Services and refraining from using the Website. Simpliziti may terminate this Agreement (including any Account or User Account) at any time without notice or liability. In addition, this Agreement will terminate immediately and all rights and licenses granted to you hereunder shall be automatically revoked if you violate any of the terms and conditions of this Agreement.

Upon termination of an Account by Simpliziti, such Account User’s licenses to access the Account Services are immediately revoked and you must cease all use of the Application and delete all copies therefrom from your mobile device or computer. All provisions of this Agreement, which by their nature shall survive termination, shall so survive, including, but not limited to indemnity provisions, ownership provisions, warranty disclaimers and the like. Termination will not limit any of Simpliziti’s rights or remedies at law or in equity.

DISCLAIMER; LIMITATION OF LIABILITY

Disclaimer of Warranties.

Your use of and browsing of the Site, and your use of and access to the Application and the Services, and all Content associated with the foregoing are at your risk. Neither Simpliziti nor any other party involved in creating, producing, providing or delivering the Website, Application and/or Services (or any Content associated therewith) is liable for any direct, incidental, consequential, indirect, or punitive damages arising out of your access to, or use of, the Site, Services, Application or Content appearing thereon or available therefrom. Without limiting the foregoing,

THE APPLICATION, WEBSITE AND SERVICES, AND ALL CONTENT APPEARING THEREON OR AVAILABLE THEREFROM, IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SIMPLIZITI, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS, AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION, THE WEBSITE, THE SERVICES AND ALL CONTENT APPEARING THEREON OR AVAILABLE THEREFROM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, SIMPLIZITI PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION, SERVICES OR WEBSITE (OR ANY CONTENT APPEARING THEREON OR AVAILABLE THEREFROM) WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

Exclusion of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SIMPLIZITI, ITS PARENT, SUBSIDIARIES, AFFILIATES, SUCCESSORS OR ASSIGNS, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, OFFICERS, DIRECTORS, EXECUTIVES AND/OR MEMBERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION, THE WEBSITE, THE SERVICES, ANY WEBSITES LINKED TO THE FOREGOING AND/OR THE CONTENT APPEARING ON OR AVAILABLE FROM ANY OF THE FOREGOING, AND/OR YOUR USE OF THE WEPAY SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, HOWEVER, THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR SIMPLIZITI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

Without limiting the foregoing, Simpliziti has the right to fully cooperate with any law enforcement authorities or court order requesting or directing Simpliziti to disclose the identity or other information of anyone posting any materials on or through the Website, the Application and/or the Services. YOU WAIVE AND HOLD HARMLESS SIMPLIZITI AND ITS PARENT, SUBSIDIARIES, AFFILIATES, LICENSEES AND SERVICE PROVIDERS, FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING DURING OR AS A RESULT OF ITS OR THEIR INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY ANY SUCH ENTITY OR LAW ENFORCEMENT AUTHORITIES.

This Agreement gives you specific legal rights and you may also have other rights which vary from country to country. As noted above, some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the limitations and exclusions set out in this Agreement may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the limitations and exclusions set out in this Agreement shall apply to the fullest extent permitted by the Laws of such applicable jurisdictions.

Limitation of Time to File Claim

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION, WEBSITE, SERVICES OR CONTENT APPEARING THEREON OR AVAILABLE THEREFROM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Copyright AND TRADEMARK Policy.

All materials and information on the Site or available through the Services, as well as the Application, including, without limitation, Simpliziti’s trademarks, service marks and logos, design, text, graphics, photographs, software, other files, and the selection and arrangement thereof are protected by intellectual property rights that are owned or licensed by Simpliziti, or otherwise used with permission by Simpliziti. Simpliziti’s trademarks, service marks and logos are protected by federal and state law in the United States, and may not be copied, used, reproduced, redistributed or imitated without the permission of Simpliziti.  Simpliziti’s trademarks include (but are not limited to) the following trademarks: SIMPLIZITI®, Bow Design and SIMPLIZITI and Bow Design. Other names and brands used on the Site, the Application or in connection with the Services are properties of their respective owners.  These trademarks may not be copied, imitated, or used, in whole or in part, without the prior written permission of the rights holder.  In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks and/or trade dress of Simpliziti or third parties, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the respective rightsholder.

  • If you believe that your work has been copied and posted on the Site or made available through the Services in a way that constitutes copyright infringement, please provide the below Copyright Agent with the following information:
  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Simpliziti to locate the material;
  • Information reasonably sufficient to permit Simpliziti to contact the complaining party;
  • A notarized statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A notarized statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please send any such requests to the below Copyright Agent as follows:

Simpliziti, LLC – Copyright Agent
120 SW 8th Street, Suite #212
Miami, FL 33130

HYPERLINK DISCLAIMER.

The Site, the Application or the Services may contain links and/or advertisements to other websites that may not be maintained by or related to Simpliziti. An advertisement of, or link to, a non-Simpliziti website does not mean that Simpliziti approves, endorses or accepts any responsibility for that website, its content or use, or the use of products and services made available through such website.

Simpliziti is not responsible for the actions, content, accuracy, opinions expressed, privacy policies, products or services provided through these links or made available through these resources or appearing in such websites, nor for any damages or losses, directly or indirectly, caused or alleged to have been caused as a result of your use or reliance on such websites.

Such websites are not investigated, monitored or checked for accuracy, completeness or conformance with applicable Laws by Simpliziti. Simpliziti does not make any representations whatsoever, or give any warranties of any kind, expressed, implied, or otherwise about other websites which you may access through this Site, the Application or the Services, the Content thereof, or the products and/or services made available through such websites. If you decide to access these other websites, you do so at your own risk. All rules, policies (including privacy policies) and operating procedures of such websites will apply to you while you are on such websites.

DATA PROTECTION CONSENT.

By agreeing to this Agreement, you agree to the terms of the Privacy Policy incorporated herein and available at: http://simpliziti.com/privacy-policy. Before using the Site or downloading or using the Application or the Services, please read through this Privacy Policy carefully. All Personal Data provided to Simpliziti as a result of your use of this Site, the Application or the Services will be handled in accordance with the Privacy Policy. Simpliziti reserves the right to monitor your communications with Simpliziti whether by mail, voice, fax, e-mail or any other form of transmission for the purposes of quality control, security and other business needs.

For Parents concerning Privacy

The Site, Application and Services are generally not meant for individuals under the age of 18. Nevertheless, Simpliziti believes that parents should supervise their children’s online activities and consider using parental control tools available from online services and software manufacturers that may help provide a child-friendly online environment. These tools may also prevent children from disclosing online their names, addresses, and other personal information or Personal Data without parental permission. If Simpliziti learns that it has inadvertently collected or received Personal Data or personal information from a child, Simpliziti will not use such information or data for commercial or trade purposes without the prior written consent of a parent or legal guardian of the child.

YOUR OBLIGATIONS.

In consideration of your use of the Site, the Application and/or the Services, you agree to use the Site, Services, Application and Content appearing thereon or available therefrom in a manner consistent with any and all applicable Laws. You agree not to upload or transmit through the Site, the Application or any Services any computer viruses, Trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer and/or computer network. Any unauthorized modification, tampering or change of any information, or any interference with the availability of or access to this Site, the Application or the Services is strictly prohibited. Simpliziti reserves all rights and remedies available to it.

Your obligations under this Agreement are of a special and unique character for which Simpliziti cannot be reasonably or adequately compensated in damages in the event you breach your obligations hereunder. Therefore, Simpliziti shall, in addition to all other remedies which may be available, be entitled to injunctive and other equitable relief in the event of the breach or threatened breach of your obligations under this Agreement.

MODIFICATION AND DISCONTINUATION.

Simpliziti reserves the right to modify, edit, delete, suspend or discontinue, temporarily or permanently the Site, the Application and/or the Services (or any portion thereof) and/or the information, materials, Content, products and/or services (including Services) available therefrom with or without notice. You agree that Simpliziti shall not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of the Site, the Application the Content, and/or the Services.

ENTIRE UNDERSTANDING.

This Agreement (together with the Privacy Policy, which is expressly incorporated herein) contain the entire understanding between you and Simpliziti with respect to use of the Site, the Services and the Application, and no representation, statement, inducement oral or written, not contained herein shall bind any party to this agreement.

SEVERABILITY AND NON-WAIVER.

Simpliziti’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision, and a waiver by Simpliziti of any right under this Agreement on any occasion will not in any way constitute a waiver of such right or any other right on any other occasion. In the event any provision of this Agreement is determined to be invalid, such invalidity will not affect the validity of the remaining portions of this Agreement, and the parties will substitute for the invalid provision a provision which most closely approximates the intent and economic effect of the invalid provision. This Agreement will apply in lieu of and notwithstanding any specific legend or statement associated with any particular document or information exchanged.

LAW & JURISDICTION.

These Terms of Use are governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Pennsylvania.

NOTICE/CONTACTING US.

If you have any questions regarding these Terms of Use or any other matter, you may contact Simpliziti at:

help@simpliziti.com
or
Simpliziti, LLC
120 SW 8th Street, Suite #212
Miami, FL 33130