logo

Terms of Use

Latest update: Dec 15, 2023

These terms and conditions (the “Terms”) govern your access to and use of: (a) our website located at www.simplai.ai (the “SimplAI Website”); (b) SimplAI’s platform offering, and any related documentation (the “SimplAI Platform”); (c) any text, pictures, media, data, information, and other materials or content (collectively, the “Content”) contained on or provided through the SimplAI Website or the SimplAI Platform; and (d) all other Content, products, or services provided by us to you, as more particularly described on the SimplAI Website. The SimplAI Website, SimplAI Platform, and Content are collectively referred to as the “SimplAI Solution”.

1. Agreement

  1. These Terms form an agreement between Datafuse Technology LLC, a Delaware corporation (“SimplAI”, “us”, “we”, “our”), with its principal place of business located at 8 THE GREEN, STE B, Dover, DE 19901, and you or the company you represent (the “Customer”, “you”, “User”).
  2. IF YOU ARE USING THE SIMPLAI SOLUTION ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS.
  3. SIMPLAI’S DIRECT COMPETITORS ARE PROHIBITED FROM ACCESSING THE SIMPLAI SOLUTION, EXCEPT WITH SIMPLAI’S PRIOR WRITTEN CONSENT.
  4. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with us in respect of any Services, products, applications, or otherwise, including any Subscription Agreement you enter with us.
  5. We may update these Terms at any time by notifying you. Your continued use of the SimplAI Solution represents your agreement to be bound by the updated Terms.

2. The Solution

  1. The Solution includes the Software, the Hosted Services, the Support Services, and any agreed Additional Services, as described in your Subscription Tier.
  2. Your Subscription includes the benefits and limitations of your Subscription Tier as outlined on our Website and in your Order (as may be amended from time to time by notice to you).
  3. Your Subscription will commence on the date we make the Solution available to you (subject to you paying our Fees) and will continue for the Subscription Period, unless terminated earlier in accordance with these Terms.
  4. During the Subscription Period, we grant you a non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Software and Documentation for the Number of Solution Uses.
  5. If your Subscription Tier on the Website does not specify a Number of Solution Uses, your license to use the Solution will be limited to one (1) use.
  6. We may release enhancements to the Software from time to time, where “Enhancements” means any upgraded, improved, modified, or new versions of the Software. Any Enhancements to the Software will not limit or otherwise affect these Terms.
  7. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.
  8. We will provide the Software in accordance with all applicable Laws and industry standards.

3. Subscription Orders

  1. These Terms govern any order you place for a subscription to SimplAI Services (each, a “Subscription Order”).
  2. By submitting an order on our Website or responding to a quote from us, you represent and warrant that:
    1. You have the legal capacity and are of sufficient age to enter into a binding contract with us; and
    2. You are authorized to use the debit or credit card provided with your Order.
  3. Submitting a Subscription Order constitutes your offer to purchase the Services. We may accept it by providing a subscription agreement (the “Subscription Agreement”) for your acceptance and processing your payment.
  4. An electronic or other form of order confirmation does not signify our acceptance. We may decline your Subscription Order or any part of it for any reason. A Subscription Order is not considered accepted until we accept the applicable Subscription Agreement and process your payment.
  5. If we decline your Subscription Order, or if it is unavailable or cannot be fulfilled, we will notify you at the email address provided. We may require additional verification or information before processing any Subscription Order.

4. User Account

To submit an Order or to use the Solution, you may be required to sign-up, register, and receive an account through the Website (an Account). As part of the Account registration process and as part of your continued use of the Website, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, photos and video, audio files, profile information, payment details, ratings and reviews, verified identifications, verified certifications, and authentication, and other information as determined by us from time to time. You warrant that any information you give to us in the course of completing the Account registration process will always be accurate, honest, correct, and up-to-date. Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account. We may, in our absolute discretion, suspend or cancel your Account for any reason, including for any failure by you to comply with these Terms.

5. Downgrades and Upgrades

You may notify us that you would like to upgrade or downgrade your Subscription Tier at any time. If you notify us of an upgrade, we will promptly provide you with access to the new Subscription Tier and apply the relevant Subscription Fees for that tier starting from the date of the upgrade. For downgrades, please contact [email protected]. The new Subscription Fees will take effect at the start of the next billing cycle, unless we notify you otherwise. We generally do not pro-rate downgrades in between billing cycles; however, we reserve the right to do so from time to time. By choosing to downgrade your Subscription, you acknowledge and agree that we are not liable, and you release us from all claims related to any loss of content, features, or capacity, including any Customer Data.

6. Payment

  1. To pay for a Subscription Order, you must provide SimplAI or, if applicable, a third-party payment processor (the “Payment Processor”) with the necessary payment information, including billing information.
  2. Payments are subject to the terms, conditions, and privacy policies of the Payment Processor, if any, in addition to these Terms of Use. SimplAI is not responsible for any errors or other acts or omissions of any Payment Processor.
  3. You may pay via credit card or any other available method. By submitting payment information, you authorize SimplAI or the Payment Processor to charge the applicable payment method. You represent and warrant that you have the necessary authorization to use any credit card or other form of payment.
  4. Only persons age 18 or over are authorized to place Subscription Orders and provide payment information. SimplAI and/or the Payment Processor are not liable for unauthorized use of your payment method by others; however, you may report unauthorized use, and we will use reasonable measures to prevent future unauthorized use.
  5. SimplAI reserves the right to charge credit card surcharges in the event payments are made using a credit, debit, or charge card (including Visa, MasterCard, or American Express).
  6. Your payment terms will be based on your chosen payment provider and agreements between you and the financial institution, credit card issuer, or other provider. If we or the Payment Processor do not receive payment from you, you agree to pay all amounts due upon demand.
  7. You must provide current, complete, and accurate billing information and promptly update any changes (e.g., billing address, credit card number, expiration date). Notify us if your payment method is canceled (e.g., loss or theft) or if you become aware of a potential security breach. Changes can be made in your account settings. If you fail to provide the necessary information, we may continue charging you for paid services unless you terminate them in accordance with the applicable Subscription Agreement.
  8. If the amount charged to your billing account varies from the preauthorized amount (other than due to changes in applicable sales taxes), we will provide notice of the new amount and the date of the charge. Any agreement with your payment provider will govern your use of the payment method. We may accumulate charges and submit them as one or more aggregate charges during or at the end of each billing cycle.

7. Pricing and Services

Subscription and Services options displayed on the SimplAI platform may be discontinued or become unavailable for any reason, and prices are subject to change. Except where otherwise indicated, all prices exclude applicable sales taxes, which will be added to your total purchase price. You are responsible for any sales or use taxes that may apply to your Subscription Order. We will provide at least seven (7) days' notice before implementing a price change.

8. Promotional Offers

We may run promotional offers from time to time on the SimplAI platform. The terms of any such promotion will be posted on the SimplAI platform. Unless otherwise indicated, we may establish and modify, at our sole discretion, the terms of such offers and end such offers at any point. Promotional offers may not be available in your jurisdiction.

9. Electronic Communications

When you use or access the SimplAI platform or send electronic messages to us, you consent to receive communications from us electronically. We may communicate with you via email, text messages, or by posting notices on the SimplAI platform. You agree that all agreements, notices, disclosures, and other communications provided to you electronically satisfy any legal requirement that such communications be in writing.

  1. By creating an account on SimplAI, you acknowledge that SimplAI will send you service-related emails related to your account, including updates. Your consent to receive communications electronically applies to all interactions and transactions with us.
  2. You may withdraw your consent to receive electronic communications (excluding marketing communications) by contacting us as described below. If you withdraw your consent, you must stop using the SimplAI platform. The withdrawal of your consent does not affect the validity or enforceability of any obligations or communications exchanged before the withdrawal.
  3. Please keep us informed of any changes to your contact information to ensure uninterrupted communication.

10. Customer Data and Privacy

You grant SimplAI a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable, fully paid-up right to access, collect, use, process, store, disclose, and transmit any data, information, content, records, or files (collectively "Customer Data") that you upload, submit, transmit to, or enter into the SimplAI platform. This is done to:

  1. Provide the SimplAI platform,
  2. Exercise rights and fulfil obligations under these Terms of Use,
  3. Improve and enhance the SimplAI platform and other offerings.
  4. "SimplAI" does not endorse third-party services and is not responsible for any API data shared with third parties. Your submission of API data to SimplAI is at your own risk.
  5. Third-party terms and conditions may differ from ours, and any data shared with third parties will be subject to their terms.
  6. Please review our Privacy Policy at www.simplai.com/privacy for important information on how we collect, store, use, and disclose Personal Information, which forms part of these Terms of Use.

11. Ownership of the SimplAI Solution

All rights, title, and interest, including intellectual property rights, in the SimplAI platform, the source code in the software we use to provide the SimplAI platform (the “Software”), and all other materials provided by us, including any updates, adaptations, translations, customizations, or derivative works thereof, will remain the sole property of SimplAI (or our third-party suppliers, if applicable).

  1. The SimplAI platform and all materials provided by us are licensed, not sold, to you.
  2. The Software and all other materials provided by us, including content available through or in the SimplAI platform, are protected by copyright. You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring, or selling any of the SimplAI platform, the Software, or other materials provided by us, or sharing or granting access to any third party for any purpose.
  3. Any use of third-party software provided in connection with the SimplAI platform will be governed by such third parties’ licenses and not by these Terms of Use.
  4. "SimplAI" is the trade name and mark of SimplAI. Any trademarks, graphics, or logos appearing in or on the SimplAI platform are the exclusive property of SimplAI (or its third-party suppliers) and may not be used in any manner without our express written consent.
  5. All rights not expressly granted to you in these Terms of Use are reserved by SimplAI.

12. Your Responsibilities

You agree to:

  1. Use reasonable efforts to prevent unauthorized access to or use of the SimplAI platform;
  2. Keep your User IDs and all other login information confidential;
  3. Not register for more than one account, register for an account on behalf of another individual without authorization, or register for an account on behalf of any group or entity;
  4. Monitor and control all activity conducted through your account in connection with the SimplAI platform;
  5. Upload and disseminate only data to which you own all required rights under law and do so only consistent with applicable law;
  6. Promptly notify us if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your account, including any loss, theft, or unauthorized disclosure or use of a User ID or account;
  7. Not use anyone else’s User ID at any time without the permission of the User ID holder;
  8. Not attempt to obtain the password, account, or other security information from any other user;
  9. Comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data, and privacy laws. Except as authorized by applicable law, you agree not to export, re-export, or transfer the SimplAI platform or any part thereof to any country, person, entity, or end user subject to applicable export controls or sanctions. For greater certainty, you are responsible for complying with all applicable trade restrictions, regulations, and laws both foreign and domestic.

13. No Unlawful or Prohibited Use

You agree not to use the SimplAI platform in violation of these Terms of Use, any applicable Subscription Agreement, Responsible Use Guidelines, or other guidelines provided by SimplAI, or in contravention of any applicable law or third-party license agreement for materials, websites, or content accessed through SimplAI. Without our prior written consent, you shall not:

  1. Disable, overload, impair, or otherwise interfere with servers or networks connected to SimplAI (e.g., through denial of service attacks).
  2. Attempt unauthorized access to SimplAI or bypass any security measures, attempt to circumvent features, functionality, or limitations, or use SimplAI for timesharing, service bureau use, or commercial exploitation.
  3. Transmit, store, or use on SimplAI any material that contains viruses, malicious code, or infringes upon the rights of others, including intellectual property rights.
  4. Use SimplAI for personal, family, or household purposes; it is intended solely for business use.
  5. Engage in activities that could harm SimplAI's reputation or goodwill, or that of its licensors or customers.
  6. Violate any laws or encourage conduct that would result in civil or criminal liability.

You also agree:

  1. Not to store or transmit material that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, libelous, obscene, or objectionable.
  2. Not to use SimplAI for activities likely to result in death, injury, or severe property damage.
  3. Not to use SimplAI for political propaganda, to mine data, or reverse engineer the platform.
  4. Not to remove or obscure proprietary notices on SimplAI or use it to build competitive products or services.
  5. Not to perform vulnerability or penetration testing without our permission.
  6. Not to use SimplAI for unauthorized advertising or spamming activities.
  7. Not to share or transfer your account credentials or any portion of SimplAI's content.
  8. Not to stalk, harass, or harm individuals using SimplAI.
  9. Not to frame or otherwise affect the display of SimplAI's pages without permission.

14. Communications Not Confidential

We do not guarantee the confidentiality of communications made through SimplAI or the security of data transmitted over the Internet. Any suggestions or ideas you provide to SimplAI ("Feedback") will not be treated as confidential.

15. Third-Party Content, Websites, or Services

SimplAI may provide links or access to third-party content, websites, or services. SimplAI does not endorse or guarantee the quality, accuracy, or reliability of such third-party offerings, and your use of them is at your own risk.

16. Malicious Code and Security

You are responsible for the security of your computer system or mobile device when accessing SimplAI. We do not guarantee that SimplAI is free from viruses or other harmful components.

17. Disclaimer

Except where prohibited by law, SimplAI provides its platform "as is" and disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. SimplAI does not warrant that the platform will be error-free or uninterrupted.

18. Limitation of Liability

To the fullest extent permitted by applicable law, we and our affiliates will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or lost profits, even if we have been advised of the possibility of such damages. Our total aggregate liability in connection with your use of the SimplAI Solution will not exceed $100 USD.

Under no circumstances will we be liable for any delay or failure in performance resulting from causes beyond our reasonable control, including but not limited to natural disasters, war, governmental actions, or non-performance of third parties.

19. Indemnification

You agree to defend, indemnify, and hold harmless SimplAI and its affiliates from any claims, actions, damages, losses, liabilities, costs, or expenses (including reasonable legal and accounting fees) arising from:

  1. Your use (or any third party using your credentials) of the SimplAI Platform or Services;
  2. Your breach of these Terms or any referenced documents;
  3. Your violation of any law or third-party rights, including intellectual property rights;
  4. Your Customer Data;
  5. Any malicious code introduced by you into the SimplAI Platform.

20. Term and Termination; Survival

These Terms commence upon your first use of the SimplAI Platform and continue until terminated. SimplAI may suspend or terminate your access or these Terms at any time for any reason, including if SimplAI believes you have violated these Terms or engaged in fraudulent activity. You may terminate these Terms at any time by requesting your account deletion via email and ceasing use of the Platform. Termination of these Terms does not automatically terminate any active Subscription Agreement.

Upon termination, you are no longer authorized to access the Platform. The following sections will survive termination: Customer Data and Privacy, Ownership of the Platform, Communications Not Confidential, Third Party Content, Malicious Code and Security, Disclaimer, Limitation of Liability, Indemnification, Survival, and General Provisions.

21. General Provisions

  1. Choice of Law: These Terms are governed by and construed in accordance with the laws of the State of Delaware and the federal laws of the United States applicable therein, without regard to conflicts of law principles. The Parties agree to submit any lawsuits in connection with these Terms to the exclusive jurisdiction of the courts sitting in Wilmington, Delaware, and irrevocably attorn to the personal jurisdiction and venue of those courts. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms. This choice of jurisdiction does not prevent SimplAI from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate

  2. Publicity: SimplAI may refer to Customer as a customer in announcements, marketing materials, and other public statements, including on its website, without prior written consent. SimplAI may use Customer’s name, logo, and trademarks in such Publicity and disclose this Agreement and services provided. Customer grants SimplAI a limited, perpetual, fully paid-up, irrevocable, non-exclusive, non-transferable, and non-sublicensable license to use its logo and trademarks for Publicity.

  3. Entire Agreement: These Terms, along with any applicable Subscription Agreement and NDA, constitute the entire agreement between you and SimplAI regarding the Platform and Services, superseding all prior agreements.

  4. Waiver: Failure to enforce any provision of these Terms will not constitute a waiver. A waiver must be in writing and will not preclude enforcement on other occasions.

  5. Severability: If any provision is found to be unenforceable, the remaining provisions will remain in full force and effect.

  6. Assignment: You may not assign these Terms without prior written consent from SimplAI. SimplAI may assign these Terms without your consent. These Terms will bind and benefit the parties, their successors, and permitted assigns.

  7. Dispute Resolution: If you believe SimplAI has not adhered to these Terms, please contact us at [email protected]. We will address your concerns to the best of our ability.

  8. English Language: These Terms and all related documents are in English.

  9. Contact: Failure to enforce any provision of these Terms will not constitute a waiver. A waiver must be in writing and will not preclude enforcement on other occasions.

22. Definitions

Unless the context requires otherwise, capitalised terms used in this Agreement have the meaning ascribed to them in this Section 22.

  1. Account: Refers to the registered account provided to the User upon completing the registration process on the SimplAI Website, enabling access to the SimplAI Solution.

  2. Customer: The entity entering into this Agreement with SimplAI, as set out on the first page of this Agreement.

  3. Customer Data: Includes any data, information, content, records, or files uploaded, submitted, transmitted to, or entered into the SimplAI platform by the Customer.

  4. Enhancements: Refers to any upgraded, improved, modified, or new versions of the Software provided by SimplAI from time to time.

  5. Feedback: Any suggestions or ideas provided by the User to SimplAI, which will not be treated as confidential.

  6. Number of Solution Uses: The specified limit on the usage of the Solution as outlined in the Subscription Tier on the SimplAI Website.

  7. SimplAI Platform: The AI-powered platform provided by SimplAI, which provides access to third party foundational models and other technologies to deliver various AI and machine learning services. The SimplAI Platform includes the SimplAI Platform, any related software, hardware, and network resources, and any updates or modifications thereto, all designed to facilitate Customer’s access to and use of the SimplAI Platform.

  8. Software: The source code used by SimplAI to provide the SimplAI platform, including any updates, adaptations, translations, customizations, or derivative works thereof.

  9. Subscription Agreement: The agreement provided by SimplAI for acceptance by the User upon submission of a Subscription Order, outlining the terms of the subscription.

  10. Subscription Fee: The fee payable by the User for accessing and using the SimplAI Solution as specified in the Subscription Order.

  11. Subscription Order: The order placed by the User for subscribing to SimplAI Services, which includes details such as the Subscription Tier, Subscription Fee, and other terms.

  12. Subscription Tier: The level of subscription chosen by the User on the SimplAI Website, determining the scope of services and features available.

simplAI

SimplAI is the simplest and fastest way to build Agentic AI applications that are secure, scalable and reliable

badgebadge

Platform

Industries

Resources

Copyright © 2024 SimplAI
Privacy policy  | Refund policy  |  Terms of service