Simplata Technologies Terms of Service

Please read these terms of service (“Terms”) carefully. This constitutes the exclusive terms and conditions between you and the legal entity you represent (“Customer”) and Simplata Technologies, Inc. (“Simplata”) which controls access and use of Simplata’s sensitive data detection and protection services (“Services”). 

By installing the Services through the Simplata Score and Simplata Protect applications for Slack, you represent and warrant that you have full legal authority to enter into this agreement, under all applicable laws and on behalf of Customer.  By accessing or using the services you will create a legally enforceable contract and agree to be bound by all terms and conditions of this agreement without modification.

If you cannot or do not agree to all terms and conditions in this agreement, do not install the Company applications and you are prohibited from accessing or using the services.

TERMS AND CONDITIONS

1. Access to Company Services. 

1.1. Access Grant. Subject to Customer’s compliance with these Terms, Simplata hereby grants to Customer a limited, nonexclusive, nontransferable, nonsublicensable, revocable right to access and use the Simplata Services solely for Customer’s internal business operations. As used herein, “Results” means the aggregated and anonymized analytical results and classifications of Customer Data, alone and in combination with other data in the Simplata Services, based on Simplata’s proprietary modeling and analysis thereof, and other reports or other data analyses relating to same. The Simplata Services and the Results, together with all intellectual property rights therein, are collectively referred to as “Simplata Technology.” Simplata may change the features, functionality or other aspects of the Services at any time with or without notice to the Customer. Simplata will make reasonable efforts to inform the customer of any major changes to the Services.

1.2. Simplata will make commercially reasonable efforts to provide its Services seven (7) days a week, twenty-four (24) hours a day. Simplata reserves the right to suspend the Services at any time for maintenance or to remove access to the Services if the Customer is found to be in breach of this agreement or violation of any Services subscription agreement, including failure to pay any outstanding balances.

1.3. Simplata will provide Customer technical support through the support@simplata.com email alias. Emails will be answered during normal business hours, US Pacific Time.

2. Restrictions.

2.1. Restrictions. Customer will not use the Services in any manner except as permitted herein. Without limiting the foregoing, Customer will not, and will not permit or authorize third parties to: (a) modify, rent, lease, or otherwise permit third parties to use the Subscription Services;  (b) distribute any components of Simplata’s applications to third parties; (c) reverse engineer, decompile, disassemble or attempt to discover the source code or other trade secrets of the Services; (d) modify, alter or create any derivative works of the Services; or (e) remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the Simplata Technology.

2.2. No Competing Development. Customer will not use the Simplata Technology, Confidential Information of Simplata or any other information, know-how, trade secrets or other materials resulting from or learned through any use of the Simplata Technology, or any component thereof, to design, develop, implement or distribute any product, service, software, solution, or other technology, or permit any third parties to do so, whether acting on Customer’s behalf or at Customer’s direction, that are materially similar to or otherwise compete with the Simplata Technology.

2.3. Customer will cooperate with Simplata in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Simplata may reasonably request. Customer will ensure to establish a password and protocols to limit administrative access to the Simplata Services.

2.4. Customer will be responsible for maintaining the security of Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account with or without Customer’s knowledge or consent.

2.5. Customer further acknowledges, agrees to and is bound by the Simplata Privacy Policy (as they may be updated from time to time), except to the extent expressly and directly in conflict with the terms hereof.

2.6. Customer acknowledges and agrees that the Subscription Services operates on or with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”). Simplata is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services.  Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services except for those Third Party Services embedded in the Services or otherwise provided by Simplata. Client is solely responsible for complying with any applicable terms or conditions thereof.  Simplata does not make any representations or warranties with respect to Third Party Services or any third party providers.  Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.

2.7. Customer acknowledges that use of the Simplata Protect service is restricted to no more than 100 users per Simplata subscription. Exceeding this restriction without approval by Simplata Technologies may result in cancellation of your Simplata subscription and termination of your account per section 4.2.

3. Payment of Fees.

3.1. Customer will pay Simplata the fees associated with the particular Simplata Services. Customer is responsible for any sales, duty or other governmental taxes or fees due with respect to Customer’s payment for the Simplata Services, and Simplata will collect applicable sales tax if it determines that it has a duty to collect sales tax.  All fees paid to Simplata hereunder are non-refundable.

3.2. In return for the reduced cost and early access to the Simplata Services, Customer grants to Simplata the right and license to use Customer’s name and logo in marketing, sales, investment and other materials, including, without limitation, on the www.simplata.com website and in such case studies as Simplata decides are necessary.

4. Term;Termination;Extension.

4.1. Term. These Terms commence on the install date of the Simplata Services within the Customer Slack environment and continue unless terminated pursuant to Section 4.2.

4.2. Termination. Customer may terminate these Terms at any time by uninstalling and ending their utilization of the Simplata Services. In the event Customer is in breach of any terms or its obligations pursuant to these Terms, Simplata may terminate access to the Simplata Services at any time. Simplata may terminate this agreement at any time and for any reason. The provisions of Sections 2, 3, 4.2, and 5 through 10 will survive the expiration or termination of these Terms. Upon termination of these Terms, Customer will immediately cease using all Simplata Services, and will return and permanently destroy all copies of Simplata Confidential Information in its possession or control. In the event of termination, Simplata will provide Customer with access to the Customer Data for a period of 30 days following the termination.

5. Ownership.

5.1. Simplata Services. Simplata reserves all right, title, and interest in and to the Simplata Services, and all other technology and intellectual property owned or developed by Simplata (and all tangible embodiments thereof), including the software, algorithms and other materials, technology or information created or developed by Simplata prior to or in the course of providing the Simplata Services. There are no express or implied licenses under any intellectual property or other proprietary rights granted by Simplata to Customer (by implication, estoppel or otherwise). 

5.2. Customer Data.

5.2.1. As used herein, “Customer Data” means any data, content or information provided or made available by Customer or any of its authorized users to Simplata that is collected through or processed by the Simplata Services on behalf of Customer. Customer Data also includes analytical results and classifications of Customer Data, that are identified or identifiable as being Customer Data, based on Simplata’s proprietary modeling and analysis thereof.  As between Simplata and Customer, Customer retains the sole right, title and interest in and to any Customer Data.  For clarity, Customer Data does not include Feedback or Results.  

5.2.2. Customer hereby instructs and authorizes Simplata to provide the Simplata Services to and communicate with authorized users or individuals designated by Customer about its Customer Data, accounts and other Simplata products and services (the “Purpose”). Simplata may collect usage, log, or other technical or analytical data related to Customer’s or its authorized users’ use of the Simplata Services (such as, but not limited to, number of users, uptime, functional data, time spent using the Simplata Services, among others) (collectively “Usage Data”). Such Usage Data will be the sole property of Simplata and not considered Customer Data.

5.2.3. Simplata reserves the right to: (i) share Customer Data with its employees and third parties that are necessary in connection with providing the Simplata Services (such as cloud hosting providers) who are subject to written non-disclosure obligations, and where required by applicable law or court order; (ii) process Customer Data in order to provide the Simplata Services and create the Results; (iii) copy, use, modify, distribute, display, disclose, and otherwise process Results in connection with its business services and offerings, including for internal operations and functions, such as operational analytics, machine learning, improvement of the Simplata Services (including training the machine learning algorithm to better provide the Simplata Services), reporting, and archival purposes; and (iv) store Customer Data in the United States and other countries. Customer consents to the foregoing uses and processing of Customer Data.

5.2.3.1. By using the Simplata Services, Customer consents, on behalf of Customer and its authorized users (as applicable), to allow Customer Data (including personally identifiable information and personal information, as defined in accordance with applicable law, hereinafter, “Personal Information”) to be transferred to and processed in the United States or any other country in which Simplata operates, where individuals to whom Customer Data pertains may have fewer rights than under local law.  

5.2.3.2. Customer will provide all legally required notices and obtain all legally required consents, as required under applicable law, (including laws governing privacy, data protection, and information security) to ensure that Customer and Simplata may collect, use, disclose, and otherwise process Customer Data, and any other Personal Information required for performance of the Simplata Services, in accordance with these Terms without violating any applicable laws, including by providing notice of a privacy policy that accurately describes how Customer and Simplata collect, use, disclose, and process Personal Information from the sources of Customer Data, as applicable. Without limiting the generality of the foregoing, Customer will ensure that Customer’s privacy policy discloses that information from such sources may be shared with Simplata, including as described in this Section 5.2. Customer’s privacy policy will apply to all of Customer’s interactions with the sources of Customer Data.

5.2.3.3. To the extent Simplata collects, processes, or stores Customer Data which is Personal Information for or on behalf of Customer involving individuals who are residents of the State of California, Simplata will not collect, retain, use, or disclose the Personal Information of such individuals for any purpose other than as necessary for the specific purpose of performing the Simplata Services, including collecting, retaining, using, or disclosing the Personal Information for a commercial purpose other than providing the Simplata Services. Without limiting the foregoing, Simplata will not sell the Personal Information.

6. Confidentiality;Data Security.

6.1. Confidential Information. During the course of Simplata performing the Simplata Services for Customer, each party may be given access to the other party's Confidential Information. “Confidential Information” means any information that is proprietary or confidential or that the disclosing party is obligated to keep confidential (e.g., pursuant to a contractual or other obligation owing to a third party), in each case that is disclosed by one party (“Discloser”) to the other (“Recipient”). Confidential Information may be of a technical, business or other nature (including, but not limited to, information which relates to the Discloser’s technology, research, development, products, services, pricing of products and services, employees, contractors, marketing plans, finances, contracts, legal affairs, business affairs, or intellectual property rights. Recipient will: (a) protect Discloser's Confidential Information in a reasonable and appropriate manner to the same extent it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event less than a reasonable degree of care; and (b) use and reproduce Discloser's Confidential Information only to perform its obligations and exercise its rights pursuant to these Terms. Recipient may share Discloser's Confidential Information with its employees and third parties that assist Recipient in its performance of its obligations and the exercise of its rights hereunder and who are subject to written non-disclosure obligations no less restrictive than those set forth herein. The obligations set forth in this Section 6.1 will not apply to Confidential Information that is: (w) publicly known through no fault of Recipient; (x) already known to Recipient at the time of disclosure without breach of any duty of confidentiality; (y) disclosed to Recipient by a third party who is not under a confidentiality restriction with respect to such Confidential Information; or (z) independently developed by the Recipient, as established by documentary evidence, without use of the Discloser’s Confidential Information. Disclosure of Confidential Information pursuant to applicable law, a subpoena or other validly issued administrative or judicial process will not be a breach of Recipient's obligations, if, to the extent permitted by law, Recipient provides prior notice to Discloser of such disclosure and allows Discloser the opportunity to seek protective treatment for such Confidential Information.

6.2. Data Security. Simplata will maintain reasonable information security practices regarding the protection of Customer Data, including administrative, technical, and physical security processes. Notwithstanding the foregoing, Customer is responsible for maintaining appropriate security, protection and backup of all information, content or data of Customer, including all Customer Data. If, at any time, Simplata fails to comply with the warranty in this Section, Customer may promptly notify Simplata in writing of any such noncompliance.  Simplata will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting them is not established during such period, Customer may terminate this Agreement as its sole and exclusive remedy for such noncompliance.

7. Feedback. Customer may voluntarily provide Simplata with materials, information and feedback regarding the performance, features and functionality of the Simplata Services, including tests or evaluations thereof (collectively, “Feedback”). Customer will not provide any such Feedback to any third party without Simplata’s prior written consent. Without limiting the foregoing, to the extent that any Results include any predictions or predictive analytics Customer will report to Simplata the accuracy of such predictions or predictive analytics and the individual ground truth records for Simplata and Customer to perform a cross referenced validation of the accuracy of the Simplata Services and any such predictions or predictive analytics. Such reports, ground truth records and accuracy metrics will be considered Feedback. Feedback is the Confidential Information and sole property of Simplata, and Simplata is free to retain, use and incorporate such Feedback in Simplata’s and/or its affiliates’ products and/or services, without payment of royalties or other consideration or any other obligations to Customer.

8. Disclaimers. THE SIMPLATA SERVICES AND RESULTS ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITH ALL FAULTS, DEFECTS AND ERRORS, AND WITHOUT WARRANTY OF ANY KIND. SIMPLATA DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES (EXPRESS, IMPLIED, ARISING BY LAW OR OTHERWISE) REGARDING THE SIMPLATA SERVICES AND RESULTS AND THEIR PERFORMANCE OR SUITABILITY FOR CUSTOMER’S INTENDED USE, INCLUDING ANY REPRESENTATIONS OR WARRANTIES REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. FOR THE AVOIDANCE OF DOUBT, SIMPLATA MAKES NO WARRANTY, GUARANTY, COMMITMENT OR OTHER OBLIGATION RELATED TO THE ACCURACY OR COMPLETENESS OF ANY RESULTS (INCLUDING, WITHOUT LIMITATION, ANY PREDICTIONS OR PREDICTIVE ANALYTICS INCLUDED IN SUCH RESULTS) AND CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE AND RELIANCE ON ANY SUCH RESULTS.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTOMER ACKNOWLEDGES THAT RESULTS MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING BUT NOT LIMITED TO, HARDWARE OR SIMPLATA SERVICES FAILURES, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE SIMPLATA’S CONTROL.

9. Limitation of Liability. IN NO EVENT WILL SIMPLATA OR CUSTOMER, THEIR RESPECTIVE BOARDS OF DIRECTORS, OFFICERS, AGENTS, OR EMPLOYEES BE LIABLE TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES RELATING TO OR ARISING OUT OF THESE TERMS, INCLUDING DAMAGES BASED ON CONTRACT, NEGLIGENCE, WARRANTY, LOSS OF DATA, OR OTHERWISE, EVEN IF ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES.  IN NO EVENT WILL SIMPLATA’S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE AMOUNTS PAID BY CUSTOMER.

10.General.

10.1. The parties are independent contractors and not partners, agents or joint venturers with each other. Neither party will make any commitment, by contract or otherwise, binding upon the other or represent that it has any authority to do so. This is not an exclusive agreement. These Terms do not create an obligation of either party to enter into a contract, subcontract or other business relationship.

10.2. Neither party may assign these Terms without the prior written consent of the other party and any attempt to do so will render these Terms null and void; however, either party may assign these Terms without consent to any entity in connection with a merger, acquisition, or other transaction involving all or substantially all of the voting securities or assets of the party, upon written notice to the other party. Subject to the foregoing restriction, these Terms will be fully binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.

10.3. These Terms will be governed and construed under the laws of the State of Washington without regard to conflicts of law provisions.  Each party hereby consents to the exclusive jurisdiction and venue of the state and federal courts located in Washington with respect to any claim arising under or by reason of these Terms.

10.4. In the event of Customer’s breach of these Terms, Simplata may suffer irreparable harm and have no adequate remedy at law. In such event or the threat of any such event, Simplata will be entitled (in addition to all other remedies) to seek injunctive relief, specific performance and other equitable remedies without proof of monetary damages or the inadequacy of other remedies, and without necessity of posting a bond or other security. 

10.5. These Terms, including the schedules attached hereto, is the entire agreement of the parties with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements between the parties relating to its subject matter. For clarity, these Terms supplement and do not terminate or replace any confidentiality agreement that may exist between the parties; provided that in the event of a conflict between these Terms and such a confidentiality agreement, these Terms will prevail. These Terms may only be modified or amended in writing signed by the parties.

10.6. No provision of these Terms will be waived by any act, omission or knowledge of a party or its agents or employees except specifically in a writing signed by the waiving party. If any provision is deemed by a court unenforceable or invalid, that provision will be stricken or modified and the remainder of these Terms will be in full force and effect.

10.7. These Terms may be executed in counterparts including facsimile, PDF and other electronic copies, each of which will be deemed an original and together will constitute the same instrument.

11. US Government Matters. Notwithstanding anything else, Customer may not provide to any person or export or re-export or allow the export or re-export of the Services or any software or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing Customer acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”).  The lists of Embargoed Countries and Designated Nationals are subject to change without notice.  Use of the Service is representation and warranty that the user is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National.  The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations.  As defined in FAR section 2.101, any software and documentation provided by SP are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Service Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

12. Modification Of This Agreement. Simplata is constantly working to improve its Services and the terms under which they are offered, so these terms of this Agreement may need to change from time to time.  Accordingly, Simplata reserves the right to unilaterally change this Agreement at any time, in which case Simplata will provide notice by posting on the Simplata website, in an email, and/or by some other means. If Customer does not agree with the revised terms, it is free to reject them, in which case Customer will no longer have any right to use the Services beyond the time period it has paid for prior to that notice.  If Customer uses any Services in any way after a revision is effective, that use will constitute acceptance of that revision.