Simpli.fi Terms and Conditions

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT (“PLATFORM AGREEMENT”) CAREFULLY BEFORE ACCESSING THE PLATFORM (“PLATFORM”) OF, OR USING ANY OF THE SERVICES (“SERVICES”) OFFERED BY, SIMPLIFI HOLDINGS, INC. (“WE,” “US,” “OUR,” OR “SIMPLIFI”).

IF YOU HAVE SIGNED OUR MASTER SERVICES AGREEMENT (“MSA”), THE TERMS OF THAT AGREEMENT APPLY TO YOU. BY CLICKING “I ACCEPT”, YOU AGREE THAT YOU WILL COMPLY WITH THE TERMS AND CONDITIONS OF THE MSA AND WILL NOT ACCESS OUR PLATFORM TO USE ANY OF THE SERVICES FOR WHICH YOU HAVE NOT CONTRACTED. YOU ARE NOT AGREEING TO ANY OF THE TERMS SET FORTH BELOW.

IF YOU HAVE EXECUTED AN INSERTION ORDER (“IO”) OR DATA LICENSE AGREEMENT (“DATA LICENSE”) WITH US (EACH, AN “EXECUTED AGREEMENT”), YOU ARE BEING PROVIDED ACCESS TO OUR PLATFORM ONLY FOR THE PURPOSE OF ACCESSING REPORTING APPLICABLE TO YOU. BY CLICKING “I ACCEPT”, YOU AGREE, AS PART OF YOUR EXECUTED AGREEMENT WITH US: (A) TO ONLY ACCESS OUR PLATFORM TO ACCESS REPORTING APPLICABLE TO YOU, (B) TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN SECTION 1 OF THIS PLATFORM AGREEMENT, AND (C) THAT SUCH TERMS BECOME PART OF YOUR EXECUTED AGREEMENT WITH US. IN THE EVENT OF AN EXPRESS CONFLICT BETWEEN YOUR EXECUTED AGREEMENT AND THIS PLATFORM AGREEMENT, YOUR EXECUTED AGREEMENT SHALL CONTROL.

IF YOU HAVE NOT EXECUTED AN IO, MSA OR DATA LICENSE WITH US, YOU HAVE BEEN GIVEN TEMPORARY ACCESS TO OUR PLATFORM SOLELY TO REVIEW THE FEATURES OF OUR PLATFORM, BUT YOU ARE NOT AUTHORIZED TO UTILIZE ANY SERVICES PROVIDED BY THE PLATFORM (E.G., LOADING ADS, PROVIDING DATA OR INVENTORY). BY CLICKING “I ACCEPT,” YOU AGREE (A) TO ONLY ACCESS OUR PLATFORM TO REVIEW THE FEATURES OF OUR PLATFORM, (B) NOT TO ACCESS OR USE OR ATTEMPT TO ACCESS OR USE ANY OF OUR SERVICES, AND (C) TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN SECTION 2 OF THIS PLATFORM AGREEMENT.

IF YOU REPRESENT A COMPANY AND CLICK “I ACCEPT,” YOU ARE BINDING SUCH COMPANY TO THE TERMS OF THIS PLATFORM AGREEMENT APPLICABLE TO YOU. YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH COMPANY. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS PLATFORM AGREEMENT APPLICABLE TO YOU, CLICK “CANCEL” AND DO NOT ACCESS OUR PLATFORM.

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SECTION 1.
THIS SECTION 1 APPLIES TO YOU IF YOU HAVE AN EXECUTED INSERTION ORDER OR DATA LICENSE WITH SIMPLIFI.


A. License.
We hereby grant you a limited, non-exclusive, non-assignable, non-transferable and revocable right to access and use Our Platform SOLELY for accessing reporting applicable to you. If We provide you with an application programming interface (“API”) to access Our Platform, We hereby grant you a limited, non-exclusive, non-assignable, non-transferable and revocable license to use the API for the sole purpose of accessing or using Our Platform to access reporting applicable to you. You shall not: (i) upload, send or store ANY material through Our Platform, (ii) interfere with or disrupt the integrity or performance of Our Services, API, Platform and/or any technology or software used by Us to provide Our Platform, Services, API, and/or the data contained therein, including without limitation, underlying technology, trade secrets, content or information (collectively, “Our Technology”); (iii) access Our Platform or APIs by any means other than through the interface that is provided by Us for use in accessing Our Platform or APIs, or (iv) publicly disseminate information or analysis regarding the performance of Our Technology (or any portion thereof).

B. Restrictions.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party Our Technology (or any portion thereof) in any way; (ii) modify, reproduce, adapt, translate Our Technology (or any portion thereof) or make derivative works based upon Our Technology (or any portion thereof), (iii) reverse engineer, disassemble, decompile or otherwise attempt to derive source code from Our Technology (or any portion thereof), (iv) violate any applicable local, state, national and foreign laws, treaties and regulations in connection with your access and use of Our Technology (or any portion thereof) nor use Our Technology for any purpose or in any manner that is unlawful or prohibited by this Platform Agreement, or (v) permit or authorize any party to do any of the foregoing.

C. Account.
You have been provided with a password protected account to access reporting applicable to you on the Platform. You are responsible for all activity occurring under your account. You shall: (i) notify Us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; and (ii) report to Us immediately and use reasonable efforts to stop immediately any copying or distribution of Our Technology (or any portion thereof) or of any data or content contained in Our Platform through your account that is known or suspected by you.

D. Ownership.
You acknowledge that you are obtaining only a limited right to access and use Our Technology as set forth in Paragraph A of this Section 1 and that We or Our suppliers or licensors retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to Our Technology, including the right to continually evolve Our Technology (or any portion thereof). We may freely use any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to Our Technology (or any portion thereof). Our name, Our logo, and the product names associated with Our Technology (or any portion thereof) are trademarks of Ours or third parties, and no right or license is granted to use them.

E. WARRANTY DISCLAIMER.
OUR PLATFORM AND OUR TECHNOLOGY IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. WE HEREBY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, NON-INFRINGEMENT, OR ACHIEVEMENT OF ANY RESULTS.

F. INDEMNIFICATION.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD US HARMLESS UNDER THE TERMS OF THE INDEMIFICATION PROVISIONS IN YOUR EXECUTED AGREEMENT FOR ANY CLAIMS OR DAMAGES ARISING OUT OF YOUR BREACH OF THIS PLATFORM AGREEMENT.

G. Rejection; Termination.
We reserve the right for any reason to (a) reject your Ads, and/or (b) terminate or suspend your access (or the access of specific personnel) to Our Platform.

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SECTION 2.
SECTION 2 APPLIES TO YOU IF YOU DO NOT HAVE AN EXECUTED AGREEMENT WITH SIMPLIFI.


A. License.
We hereby grant you a limited, non-exclusive, non-assignable, non-transferable and revocable right to access and use Our Platform SOLELY for the purpose of reviewing the features of our Platform. If We provide you with an application programming interface (“API”) to access Our Platform, We hereby grant you a limited, non-exclusive, non-assignable, non-transferable and revocable license to use the API for the sole purpose of accessing or using Our Platform to review the features of Our Platform. You shall not: (i) upload, send or store ANY material through Our Platform, (ii) interfere with or disrupt the integrity or performance of Our Services, API, Platform and/or any technology or software used by Us to provide Our Platform, Services, API, and/or the data contained therein, including without limitation, underlying technology, trade secrets, content or information (collectively, “Our Technology”); (iii) access Our Platform or APIs by any means other than through the interface that is provided by Us for use in accessing Our Platform or APIs, or (iv) publicly disseminate information or analysis regarding the performance of Our Technology (or any portion thereof).

B. Restrictions.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party Our Technology (or any portion thereof) in any way; (ii) modify, reproduce, adapt, translate Our Technology (or any portion thereof) or make derivative works based upon Our Technology (or any portion thereof), (iii) reverse engineer, disassemble, decompile or otherwise attempt to derive source code from Our Technology (or any portion thereof), (iv) violate any applicable local, state, national and foreign laws, treaties and regulations in connection with your access and use of Our Technology (or any portion thereof) nor use Our Technology for any purpose or in any manner that is unlawful or prohibited by this Platform Agreement, or (v) permit or authorize any party to do any of the foregoing.

C. Account.
You have been provided with a password protected account to access the Platform to review its features. You are responsible for all activity occurring under your account. You shall: (i) notify Us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; and (ii) report to Us immediately and use reasonable efforts to stop immediately any copying or distribution of Our Technology (or any portion thereof) or of any data or content contained in Our Platform through your account that is known or suspected by you.

D. Ownership.
You acknowledge that you are obtaining only a limited right to access and use Our Technology as set forth in Paragraph A of this Section 2 and that We or Our suppliers or licensors retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to Our Technology, including the right to continually evolve Our Technology (or any portion thereof). We may freely use any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to Our Technology (or any portion thereof). Our name, Our logo, and the product names associated with Our Technology (or any portion thereof) are trademarks of Ours or third parties, and no right or license is granted to use them.

E. Confidentiality.

Definition. “Confidential Information means: (i) Our Technology; and (ii) any of Our business or technical information, including but not limited to any information relating to Our product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how.

Exclusions. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by you; (ii) is known to you at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by you without use of Our Confidential Information; (iv) you rightfully obtain from a third party without restriction on use or disclosure; or (v) is disclosed with Our prior written approval.

Use and Discl osure Restrictions. You will not use Our Confidential Information except as permitted herein and will not disclose Our Confidential Information to any third party.

F. WARRANTY DISCLAIMER.
THE PLATFORM AND OUR TECHNOLOGY IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. WE HEREBY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, NON-INFRINGEMENT, OR ACHIEVEMENT OF ANY RESULTS.

G. LIMITATION OF LIABILITY.
IN NO EVENT SHALL SIMPLIFI BE LIABLE HEREUNDER FOR ANY reason whatsoever.

H. INDEMNIFICATION.
You shall indemnify and hold Simplifi, its licensors and Simplifi’s subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from your breach of this Platform Agreement.

J. Termination.
WE RESERVE THE RIGHT TO TERMINATE THIS PLATFORM AGREEMENT OR YOUR ACCESS (OR THE ACCESS OF SPECIFIC PERSONNEL) TO THE PLATFORM FOR ANY REASON.

K.General.
This is the entire agreement between you and Us on the subject matter herein. We may modify this Platform Agreement at any time and your continued access of the Platform using your account will signify your acceptance of such modifications. This Platform Agreement will be governed and interpreted in accordance with the laws of the State of Texas without reference to conflicts of laws principles. You agree that any dispute under this Agreement shall be brought in the federal or state courts located in Tarrant County, Texas and you agree to submit to the exclusive jurisdiction of the federal and state courts located in Tarrant County, Texas. No failure of Simplifi to enforce any of its rights under this Platform Agreement will act as a waiver of such rights. Provisions of this Agreement held unenforceable under applicable law shall be excluded to the minimum extent required to conform to such law and the remainder of the Agreement will remain enforceable. We may assign this Agreement without your consent and use subcontractors in any manner. You may not assign this Agreement without Our written consent. You and We are independent contractors, and nothing in this Agreement shall be deemed to create a joint venture or partnership. You agree that during the term of this Agreement and for twelve months thereafter, you will not encourage or solicit any employee or consultant to leave the employ of Simplifi; provided that, you shall not be prohibited from employing any such person who contacts you in response to a published general solicitation not specifically targeted at such person.

January 2015