TERMS OF USE
SimpleUP!
1. Acceptable Use Policy
This Acceptable Use Policy supplements the Simple Is Good Partner Terms, Simple Is Good Direct Customer Terms or Client Subscription Agreement between Simple Is Good, Inc. (“Simple Is Good” or “Company”) and, as applicable, Partner, Customer or Client and governs the use of the Simple Is Good Marketing Automation Platform and other SaaS (the “SaaS”). “You” in this Acceptable Use Policy refers to Partner or Client and each individual user Partner or Client authorized to use the SaaS.
2. User Account, Accuracy, and Security
2.1. User Account
To use the SaaS, you must register and create a user account (“Account”). During the Account creation process, you will be asked to provide information that personally identifies you (“Personal Information”).
2.2. Account Information Accuracy
You represent and warrant that all user information you provide in connection with your Account and your use of the SaaS is current, complete, and accurate, and that you agree that you will update that information as necessary to maintain its completeness and accuracy by updating your personal Profile, by submitting a message through the "contact us" webpage or via email to your account representative. You agree that you will not submit any fake content (including without limitation any Account, username, likeness, or Profile) to wilfully and credibly impersonate another person, whether actual or fictitious. As a non-exhaustive example, you agree that you will not upload a Profile image that is not your likeness. If Simple Is Good in its sole discretion believes that the information you provide is not current, complete, or accurate, Simple Is Good may refuse you access to the SaaS, or terminate or suspend your access at any time, or both. For additional information, see the Section concerning “User Ability to Access, Update, and Correct Personal Information” in Simple Is Good’s Privacy Policy.
2.3. No Pseudonyms
You must use your real name on Simple Is Good; pseudonyms are not allowed. Any use of a pseudonym violates Section 2.1 (Account Information Accuracy) and is cause for suspension or deletion of your Account.
2.4. Account Security
You will also be asked to provide a username, password, and possibly other information to secure your Account. You are entirely responsible for maintaining the confidentiality of your password. You may not use the username or password of any other user at any time, nor may you share your username and password, nor may you circumvent any authentication mechanism requiring the entry of usernames, passwords, or any other information to gain unauthorized access to the SaaS. You agree to notify Simple Is Good immediately of any unauthorized use of your Account. Simple Is Good shall not be liable for any loss that you incur because of someone else using your Account, either with or without your knowledge. You may be held liable for any losses incurred by Simple Is Good, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your Account.
3. Consent to Receive Electronic Communications from Company
By registering for the SaaS and providing your name, email, postal or residential address, and/or phone number through the SaaS, you hereby expressly consent to receive electronic and other communications from Simple Is Good, over the short term and periodically, including email and SMS communications. These communications will be about the SaaS, new product offers, promotions, and other matters. You may opt-out of receiving electronic communications at any time by following the unsubscribe instructions contained in each communication, or by sending an email to support at simpleisgood.ca. You agree that these electronic communications satisfy any legal requirements that communications or notices to you be in writing.
4. Third Party Websites
The SaaS is linked with the websites of third parties (“Third Party Websites”), some of whom may have established relationships with Simple Is Good and some of whom may not. Simple Is Good does not have control over the content and performance of Third Party Websites. Simple Is Good has not reviewed, and cannot review or control, all of the material, including computer software or other goods or services, made available on Third Party Websites. Accordingly, Simple Is Good does not represent, warrant, or endorse any Third Party Websites, or the accuracy, currency, content, fitness, lawfulness, or quality of the information, material, goods, or services available through Third Party Websites. Simple Is Good disclaims, and you agree to assume, all responsibility and liability for any damages or other harm, whether to you or to third parties, resulting from your use of Third Party Websites.
5. Third Party Integrations
Simple Is Good Inc offers optional and user-configurable integrations with third party services and applications. By connecting your Account to a third party account, you consent to the continuous release of information about you, of your User Content, and of other data from your Account, to others in accordance with the privacy policies of those third parties. If you do not want to share your information this way, do not use this feature.
6. User Content
7. Your Responsibility for Loss or Damage; Limitation of Liability
You agree that your use of the SaaS is at your sole risk. You will not hold Simple Is Good or its licensors and suppliers, as applicable, responsible for any loss or damage that results from your access to and/or use of the SaaS, including without limitation any loss or damage to any of your computers, mobile devices, including without limitations tablets and/or smartphones, or data. The SaaS may contain bugs, errors, problems, or other limitations.
Importantly, you hereby acknowledge that a catastrophic disk failure or other similar event could result in the loss of all of the data related to your Account. You agree and understand that it is your responsibility to back up your data to your personal computer or external storage device and to ensure such backups are secure.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE, OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, INCLUDING OUR MESSAGING, BLOGS, COMMENTS OF OTHERS, BOOKS, EMAILS, PRODUCTS, OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS, OR SERVICES MADE AVAILABLE THROUGH THE SITE(S) OR BY US IN ANY WAY, EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. (BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THE LIABILITY OF OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.) YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. IF YOU ARE DISSATISFIED WITH THE SITE, ANY MATERIALS, PRODUCTS, OR SERVICES ON THE SITE, OR WITH ANY OF THE SITE’S TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND THE PRODUCTS, SERVICES AND/OR MATERIALS COMPANY IS NOT AN INVESTMENT ADVISORY SERVICE, IS NOT AN INVESTMENT ADVISER, AND DOES NOT PROVIDE PERSONALIZED FINANCIAL ADVICE OR ACT AS A FINANCIAL ADVISOR.
WE EXIST FOR EDUCATIONAL PURPOSES ONLY, AND THE MATERIALS AND INFORMATION CONTAINED HEREIN AND IN OUR PRODUCTS AND SERVICES ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY. NONE OF THE INFORMATION PROVIDED BY US IS INTENDED AS INVESTMENT, TAX, ACCOUNTING OR LEGAL ADVICE, AS AN OFFER OR SOLICITATION OF AN OFFER TO BUY OR SELL, OR AS AN ENDORSEMENT, RECOMMENDATION OR SPONSORSHIP OF ANY COMPANY, SECURITY, OR FUND. OUR INFORMATION SHOULD NOT BE RELIED UPON FOR PURPOSES OF TRANSACTING IN SECURITIES OR OTHER INVESTMENTS.
WE DO NOT OFFER OR PROVIDE TAX, LEGAL OR INVESTMENT ADVICE AND YOU ARE RESPONSIBLE FOR CONSULTING TAX, LEGAL, OR FINANCIAL PROFESSIONALS BEFORE ACTING ON ANY INFORMATION PROVIDED BY US. THIS SITE IS CONTINUALLY UNDER DEVELOPMENT AND COMPANY MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE.
YOU acknowledge and agree that no representation has been made by COMPANY OR ITS AFFILIATES and relied upon as to the future income, expenses, sales volume or potential profitability that may be derived from the participation in our programs and / or using our Services.
8. Disclaimers
Throughout the Site(s), we may provide links and pointers to Internet sites maintained by third parties. Our linking to such third-party sites does not imply an endorsement or sponsorship of such sites, or the information, products or services offered on or through the sites. In addition, neither we nor affiliates operate or control in any respect any information, products or services that third parties may provide on or through the Site or on websites linked to by us on the Site.
If applicable, any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, are those of the respective authors or distributors, and not Simple Is Good Inc. Neither Simple Is Good Inc nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content. Furthermore, Simple Is Good Inc neither endorses nor is responsible for the accuracy and reliability of any opinion, advice, or statement made on any of the Sites by anyone other than an authorized Simple Is Good Inc representative while acting in his/her official capacity.
THE INFORMATION, PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE SITE AND BY SIMPLE IS GOOD INC AND ANY THIRD-PARTY SITES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SITE OR ANY OF ITS FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THIS SITE, INCLUDING BULLETIN BOARDS, OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR MATERIALS ON THIS SITE OR ON THIRD-PARTY SITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.
You agree at all times to defend, indemnify and hold harmless Simple Is Good Inc its affiliates, their successors, transferees, assignees and licensees and their respective parent and subsidiary companies, agents, associates, officers, directors, shareholders and employees of each from and against any and all claims, causes of action, damages, liabilities, costs and expenses, including legal fees and expenses, arising out of or related to your breach of any obligation, warranty, representation or covenant set forth herein.
Any claim relating to Simple is Good’s website(s) shall be governed by the laws of the Province of Ontario, Canada without regard to its conflict of law provisions.
User Content Defined. “User Content” is any content, material, or information, not including personally identifiable information (e.g., first and last name, address, phone number, email address, etc.), that you submit, upload, and/or post to, or transmit, display, perform, or distribute by means of the SaaS, whether in connection with your use of the SaaS or otherwise. This includes, without limitation, personal photos and videos.
9. You Own Your User Content
Simple Is Good does not claim ownership of any User Content. You retain all right, title, and interest, including without limitation all worldwide intellectual property rights, in and to your User Content.
10. License of User Content
By submitting, uploading, or posting User Content in any form with, through, or to the SaaS, you thereby grant the Company Parties a royalty-free, perpetual, non-exclusive, unrestricted, fully paid-up, worldwide, sublicensable, assignable license to copy or otherwise reproduce, modify, adapt, translate, distribute, enhance, transmit, publicly display or perform, reformat, and/or otherwise use User Content in connection with the operation of the SaaS, or any other similar or related business, in any medium now existing or later devised, including without limitation in advertising and publicity. You further agree that the Company Parties may publish or otherwise disclose your personal information in connection with their exercise of the license granted under this section. You agree to waive, and hereby waive, any claims arising from or relating to the exercise by the Company Parties of the rights granted under this section, including without limitation any claims relating to your rights of personal privacy and publicity. You will not be compensated for any exercise of the license granted under this section.
11. Your Representations About User Content
You represent and warrant that you: (a) own all rights, title, and interest in and to all User Content you submit, or are otherwise authorized to grant the rights provided the Company Parties under this section; or (b) have written consent, release, and/or permission of every identifiable individual person in any User Content you submit to use the name and likeness of every identifiable person in the User Content. You agree that you will not submit any User Content that does not fully comply with Simple Is Good’s prohibitions against Objectionable Content, as detailed in Section 7 (Objectionable Content).
12. Company’s Right to Reject User Content
Simple Is Good reserves the right, in its sole discretion, to reject any User Content for any reason. The categories specified in Section 7 (Objectionable Content) and Section 8 (Prohibited Uses) are not exhaustive lists of content that Simple Is Good reserves the right to remove or deny.
13. Your Responsibility for Defamatory Comments
You agree and understand that you may be held legally responsible for damages suffered by other users or third parties as the result of your remarks, information, feedback, or other content posted or made available through the SaaS that is deemed defamatory or otherwise legally actionable. Simple Is Good is not legally responsible, nor can it be held liable for damages of any kind, arising out of or in connection to any defamatory or otherwise legally actionable remarks, information, feedback, or other content posted or made available through the SaaS.
If you raise or file any claim against Simple Is Good for conduct that a Court of Competent Jurisdiction later finds to constitute an “exercise of a publisher’s traditional editorial functions,” or the legal equivalent thereof, you agree to fully and immediately compensate Simple Is Good for all losses, liability, damages, costs, and expenses, including without limitation all attorneys’ fees and expenses in defending the action and resolving the matter. If you fail to compensate Simple Is Good for any such claim, you hereby agree and authorize Simple Is Good to report your Personal Information, including without limitation your unpaid claim, to consumer credit reporting services, collection agencies, and others.
14. Objectionable Content
You agree that you shall not use the SaaS to upload, post, transmit, display, perform, or distribute any content, information, or materials that: (a) are libelous, defamatory, abusive, threatening, excessively violent, harassing, obscene, lewd, lascivious, filthy, or pornographic; (b) constitute child pornography; (c) solicit personal information from or exploit in a sexual or violent manner anyone under the age of 18; (d) incite, encourage, or threaten physical harm against another; (e) promote or glorify racial intolerance, use hateful and/or racist terms, or signify hate toward any person or group of people; (f) glamorize the use of illegal substances and/or drugs; (g) advertise or otherwise solicit funds or constitute a solicitation for goods or services; (h) violate any provision of this Agreement or any other Simple Is Good agreement or policy, including without limitation Simple Is Good’s Privacy Policy; (i) disclose another’s personal, confidential, or proprietary information; (j) are false or fraudulent; (k) contains images or videos of individuals captured or posted without their consent; (l) promote self-destructive behavior (including without limitation eating disorders or suicide); or (m) are generally offensive, rude, mean-spirited, or in bad taste, as determined by Simple Is Good in its sole discretion (collectively, “Objectionable Content”). Simple Is Good disclaims any perceived, implied, or actual duty to monitor content made available through the SaaS, and specifically disclaims any responsibility or liability for information provided on the SaaS. Without limiting any of its other remedies, Simple Is Good reserves the right to terminate your use of the SaaS or your uploading, posting, transmission, display, performance, or distribution of Objectionable Content. Simple Is Good, in its sole discretion, may delete any Objectionable Content from its servers. Simple Is Good intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.
15. Prohibited Uses
Simple Is Good imposes certain restrictions on your use of the SaaS. Any violation of this section may subject you to civil and/or criminal liability. The following are expressly prohibited:
· harassing or stalking any person, or contacting any person who has requested not to be contacted;
· providing false, misleading, or inaccurate information to Simple Is Good or any other person in connection with the SaaS;
· impersonating, or otherwise misrepresenting affiliation, connection, or association with, any person or entity;
· modifying or changing the placement and location of any advertisement posted through the SaaS;
· without express written permission from Simple Is Good, using or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the SaaS for any use, including without limitation use on Third Party Websites;
· accessing content or data not intended for you, or logging into a server or account that you are not authorized to access;
· attempting to probe, scan, or test the vulnerability of the SaaS, or any associated system or network, or breaching security or authentication measures without proper authorization;
· interfering or attempt to interfere with the use of the SaaS by any other user, host, or network, including (without limitation) by means of submitting a malware or exploiting software vulnerabilities;
· forging, modifying, or falsifying any network packet or protocol header or metadata in any connection with, or transmission to, the SaaS (for example, SMTP email headers, HTTP headers, or Internet Protocol packet headers);
· attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the Company Parties in providing the SaaS, including without limitation any fraudulent effort to modify software or any other technological mechanism for measuring the number of impressions generated by individual content and/or the overall service to determine and/or audit advertising revenues and payments, if applicable
· creating additional accounts to promote your (or another’s) business, or causing others to do so; and paying anyone for interactions on the SaaS.
16. Compliance with Law
16a. Anti-spam Laws
You are responsible for compliance with all applicable anti-spam legislations, best-practices and policies. Simple Is Good Inc will not tolerate spamming of any kind - engaging in activities commonly understood as spamming will immediately terminate your account without a refund. Further, additional fees may be imposed if Simple Is Good Inc's reputation as an above-board sender is damaged by blacklisting or banning.
16b. Intellectual Property
You represent and warrant that, when using the SaaS, you will obey all applicable laws and respect the intellectual property rights of others. Your use of the SaaS is at all times governed by and subject to copyright and other intellectual property laws. You agree not to upload, post, transmit, display, perform, or distribute any content, information, or other materials in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights.
You hereby represent and warrant that you are the sole and exclusive owner of any User Content that you submit through the SaaS. You shall be solely responsible for any violations of any laws and for any infringements of third-party rights caused by your use of the SaaS. Simple Is Good users bear the sole burden of proving that content, information, or other materials do not violate any laws or third-party rights.
17. Fees, Payment and Terms of Contracts
You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We bill you through an online billing account for purchases made. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time.
You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.
We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed.
18. Payment and Term Billing
This agreement is billed monthly for a 12-month term, starting on the day of a signed signature.
19. Renewals and Term
This contract will renew automatically. In order to discontinue the contract, you must provide written notice to your Customer Success Manager 60 days prior to your annual renewal date.
If notice is not given 60 days prior, your contract will renew for another 12 months.
20. Late Payments
A Customer has 5 days from their monthly payment date to resolve a failed payment. After 5 days, past due invoices may be assessed a 3% late fee, per month. Simple Is Good Inc reserves the right, in its discretion, to (i) suspend or terminate the Services or any portion thereof for non-payment of undisputed Fees, and (ii) impose a charge to restore archived data from delinquent accounts. Customer agrees to reimburse Company for all reasonable costs and expenses incurred in collecting delinquent amounts.
21. Delinquent Accounts
If a Customer has unresolved payments, services may be interrupted or suspended. Customer will be responsible for settling the balance before services are re-enabled. In this occurrence, Customer may be required to pay the yearly contract fee in full.
22. Refunds
See our Refunds Policy.
23. Mobile Licence
If you access the Site via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Use. You shall not: (1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the application; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application; (5) use the application for any revenue generating endeavour, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (8) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.
Apple and Android Devices The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Site: (1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof.
24. Miscellaneous
These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.
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