Terms of Service
Welcome to Simplia
Thank you for signing up with Simplia, Inc. (“Simplia,” “we,” “us,” “our”). By clicking accept to this Agreement, or using or accessing Simplia through its website located at Simplia.com (the “Site”), its mobile applications, and related services and websites (collectively, such services, including any new features and applications, and the Site, the “Simplia Platform”), you agree to all the terms and conditions of this Terms of Service (“Terms,” “Terms of Service,”) (collectively, the “Agreement”). We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. We will also notify you, either through the Simplia Platform user interface, in an email notification, or through other reasonable means, no earlier than fourteen (14) days after they are posted. Any such changes will become effective immediately and your continued use of the Simplia Platform after the date any such changes become effective constitutes your acceptance of the new Terms.
If you are entering into this Agreement as a customer utilizing the Simplia Platform to access Service Providers and their Services and any other services provided by Simplia, the term “Customer” applies to you, and if you are an entity, you represent that you have the authority to bind such entity to these Terms. If you are entering into this Agreement as a service provider utilizing the Simplia Platform to provide Services to Customers and any other services provided by Simplia, the term “Service Provider” applies to you, and you represent that you have the authority to bind such entity to these Terms (Customers and Service Providers collectively the “Users”). If you do not have authority or do not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 19, do not access or use our Service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST SIMPLIA ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
If you have questions about these Terms, the Agreement, the Simplia Platform, or our services and Services, please contact firstname.lastname@example.org.
1. Access and Use of the Simplia Platform
Simplia Platform: The Simplia Platform is designed to allows Service Providers to list, manage, quote, schedule, offer, and otherwise provide services (“Services”) sought, scheduled or received by Customers. In addition, Customers and Service Providers can access various other features and services on the Simplia Platform that may be added by Simplia from time to time.
Member Account, Password and Security: As part of the registration process, You may need to identify administrative user name(s) and password(s) for your Simplia User account(s). Users shall be responsible for all use of the Simplia Platform under User account(s). You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Simplia of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Simplia Platform. Simplia will not be liable for any loss or damage arising from your failure to comply with this Section.
Free and Paid Versions of the Simplia Platform: If you are using a version of the Simplia Platform that requires the payment of a fee to Simplia, other than pursuant to a Work Order, you are subject to and agree to pay all payment terms, fees, and pricing set forth on Pricing Page – Business and/or Pricing Page – Personal or prices presented at the point of purchase for any Services made available on the Simplia Platform (“Fees”). NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICE PROVIDED FOR FREE IS PROVIDED “AS-IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES OR INDEMNITIES.
Cancellation and Refund Policy:
1. For Products and Services purchased from Simplia
Simplia will Refund, in full, the price You paid to purchase any Product from Simplia, provided You return the Product to Simplia at “Simplia, Inc. 10801 National Blvd. Suite 500 Los Angeles, California, 90064” within seven calendar days from the date you purchased the Product from Simplia. You may Cancel any Service purchased from Simplia by viewing your online bill, selecting the Service you wish to cancel, then clicking on its Cancel option and confirming that you wish to Cancel. You will be denied use of the cancelled Service immediately thereafter, and data associated with the Service may be permanently deleted. Any Payments you have made in excess of billed amounts for the Cancelled Service will be Refunded to you within seven (7) working days of the date you Cancelled the said Service. You are responsible to pay all amounts you owe when due including amounts due on the canceled Service.
2. For Products and Services purchased from Service Providers
Service Providers are solely responsible for their own Cancellation and Refund Policy, Simplia is not. Simplia will not Refund any payments You have made to Service Providers.
Except as set forth above, no other Fees are refundable under any circumstances.
Modifications to Simplia Platform: Simplia reserves the right to modify or discontinue, temporarily or permanently, the Simplia Platform (or any part thereof) with or without notice. You agree that Simplia will not be liable to you or to any third party for any modification, suspension or discontinuance of the Simplia Platform.
General Practices Regarding Use and Storage: You acknowledge that Simplia may establish general practices and limits concerning use of the Simplia Platform, including without limitation the maximum period of time that data or other content will be retained by the Simplia Platform and the maximum storage space that will be allotted on Simplia’ servers on your behalf. You agree that Simplia has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Simplia Platform. You acknowledge that Simplia reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Simplia reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Mobile Services: The Simplia Platform includes certain services that are available via a mobile device, including (i) the ability to upload content to the Simplia Platform via a mobile device, (ii) the ability to browse the Simplia Platform from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Simplia Platform through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Simplia and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Simplia account information to ensure that your messages are not sent to the person that acquires your old number.
Communications: Simplia may track the occurrence of communications between Customers and Service Providers that occur off of the Platform via email, phone call, SMS text message, third-party websites, or any other means, whether initiated by a Customer or Service Provider. In order to track the occurrence of such communications, Simplia may obscure Service Provider contact information in a Service Provider profile, replace Service Provider contact information in a Service Provider profile with a different piece of contact information that will forward to the Service Provider, or take any other step reasonably calculated to track the occurrence of such communications. Except as explicitly stated herein, we will not record or review the content of any communications that do not come into contact with the Simplia Platform unless we first obtain your permission.
If you send text messages with a Customer or Service Provider using the telephone number for that User available on the Simplia Platform, we may use a third-party service provider to track these text messages. We track these text messages for fraud prevention, to ensure appropriate charging of Fees, to enforce these Terms, and for quality and training purposes. As part of this process, Simplia and its service provider will receive in real time and store data about your text message, including the date and time of the text message, your phone number, and the content of the text message.
Relationship with Simplia: If you are a Customer or a Service Provider, your relationship with Simplia is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Simplia for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Simplia. Simplia does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with Purchase Orders. You acknowledge and agree that you have complete discretion whether to list goods or services or otherwise engage in other business activities.
All Service Providers and Customers represent and warrant that:
- you will fulfill the commitments you make to other Users, communicate clearly and promptly through the chat thread, be present and/or available at the time you agree upon with your Service Provider or Customer as the case may be, and only utilize the third party payment service provider specified or approved by Simplia to make or receive payment for services provided through the Simplia Platform;
- you will not attempt to circumvent the communications and payments system on the Simplia Platform, including any service charge or platform fee in any way including, but not limited to, making or processing payments outside of the Simply Platform, providing inaccurate information on invoices, or otherwise invoicing in a fraudulent manner.
- you are at least of the legally required age in the jurisdiction in which you reside (18 years of age or older for U.S. based Users), and are otherwise capable of entering into binding contracts;
- you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide;
- you will respect the privacy (including without limitation private, family and home life), property, and data protection rights of other Users and will not record (whether video or audio or otherwise) any Service or any interaction by or with any User or Simplia in connection with the Simplia Platform without the prior written consent of Simplia or the relevant User, as applicable;
- you will act professionally and responsibly in your interactions with other Users;
- you will use your real name or business name and an up-to-date photo on your profile.
2. Service Provider Specific Terms
(a) Service Provider Responsibilities
You are responsible for creating a Service Provider listing through the Simplia Platform that includes, but is not limited to, a sufficient description, pricing structure, location, and calendar availability) and any other pertinent information requested by Simplia (“Listing”). You must provide complete and accurate information about your Listing and are responsible for keeping your Listing information up-to-date at all times. Your Listing, and any terms and conditions included in your Listing, must not conflict with these Terms or any other relevant agreement to which you are a party.
Once you have created a Listing, you may communicate with, market to, sell to, and receive orders from Customers on the Simplia Platform for your Services (“Purchase Orders”). You are responsible for performing or arranging the performance of all Services ordered on the Simplia Platform on the dates and in the quantities requested by a Customer in its Purchase Orders or otherwise in writing. If performance date(s) specified by Customers cannot be met by Service Provider, Service Provider shall immediately inform Customer in writing of the delay and of the earliest possible delivery date(s) for such order. Simplia makes no warranties and bears no liability for Services, or for any delays in receiving or failure to receive Services.
(b) Service Provider Representation and Warranties
You represent and warrant that (i) you have read the terms of any agreements you have entered with any third parties in relation to your Listing, such as any supplier, Service Provider, manufacturer, landlords, or other relevant third parties; (ii) any List you post and a Customer’s purchase of or use or participation in the Service offered in such Listing will not breach any such agreements; (iii) you will use the Simplia Platform in compliance with all applicable laws and regulations; (iv) you are operating as a sole proprietor, partnership, limited liability company, limited liability partnership, corporation or other business entity; (v) you have the unrestricted right to work in the jurisdiction in which you will be performing Services; (vi) if the Service is performed in a jurisdiction that requires you to have a business license or business tax registration, you have the required business license or business tax registration; (vii) you are responsible for identifying and obtaining any required licenses, permits, or registrations before offering services and undertaking Sasks (including but not limited to a state contractor’s license pursuant to California Business and Professions Code section 7000 et seq., if such license is applicable to the Service you are performing); (viii) you have any and all insurance required to operate your business and provide your services; (ix) ou will honor your commitments to other Customers on the Simplia Platform, including by responding to invitations promptly; performing the Service(s) as agreed upon with your Customer; and providing timely, high-quality services to your Customers; (x) you will only offer and provide services for which you have the necessary skills and expertise, and provide those services safely and in accordance with all applicable laws.
As a Service Provider, you are responsible for your own acts and omissions and those of any individuals who reside at or otherwise engage with your Services. Furthermore, you represent and warrant that you have all rights necessary to upload, provide, and display the User Content (as defined below) in connection with your Listing, including all images, written descriptions and other content, and that neither the User Content nor your uploading, posting, publishing, or submission of the User Content, nor Simplia’s use of the User Content will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy.
3. Customer Specific Terms
(a) Customer Responsibilities
You are responsible for ensuring (i) that you have listed the appropriate and secure service address on your Purchase Order for each ordered Service; (ii) you have provided clear instructions to ensure that you or your agent can physically receive the Services at all required times.
(b) Customer Warranties
You represent and warrant that you will use the Simplia Platform in compliance with all applicable laws and regulations. As a Customer, you are responsible for your own acts and omissions and those of any individuals who reside at your locations or otherwise engage with Services.
4. Service Provider and Customer Relationship
You acknowledge and agree that a legally binding contract with another User (the “Service Agreement”) is formed when you and that User agree on the terms of a Service. The terms of the Service Agreement include the terms set forth in this Section 4, the engagement terms proposed and accepted on the Simplia Platform, and any other contractual terms accepted by both the Service Provider and their Customer to the extent such terms do not conflict with the terms in this Agreement, including this Section 4, and do not expand Simplia’s obligations or restrict Simplia’s rights under this Agreement. Simplia is not a party to any Service Agreement and the formation of a Service Agreement will not, under any circumstances, create an employment or other service relationship between Simplia and the Service Provider, nor will it create an employment relationship between the Customer and the Service Provider. Users do not have authority to enter into written or oral—whether implied or express—contracts on behalf of Simplia. Simplia’s role, beyond enabling connections between Customers and Service Providers via it’s web-based communications platform, is to act as a limited payment collection agent for the Service Provider to facilitate payment for Services on behalf of the Service Provider through the Simplia Platform. In acting as the limited payment collection agent for Services on the Simplia Platform, Simplia disclaims any other agency or authority to act on behalf of the Service Provider, and assumes no liability or responsibility for any acts or omissions of the Service Provider, either within or outside of the Simplia Platform.
While using the Simplia Platform, Customers, in their sole discretion, determine whether they will be present or not when a Service is performed. Customers who elect not to be present when a Service is performed agree that if someone other than them books the Service on their behalf or is present when the Service is performed, they are appointing that person as their agent (“Customer’s Agent”) and the Service Provider may take and follow direction from the Customer’s Agent as if such direction was given from the Customer him or herself. If you are a Customer’s Agent and accessing and using the Simplia Platform on behalf of a Customer, you represent that you have the authority to act as their agent and to bind that person as the principal to all provisions of the Terms of Service. Customer assumes full and sole responsibility for the acts and omissions of Customer’s Agents. Customer’s Agents are deemed third parties for the purposes of the Happiness Pledge and are thereby excluded from it.
The Customer shall pay their Service Provider(s) in full for all Service services as indicated on the Simplia Platform, at the rates agreed to by the parties in the Service Agreement. Each User agrees to comply with the Service Agreement and this Agreement during the engagement, performance and completion of a Service.
You agree that you are solely responsible for your interactions with any other User in connection with the Simplia Platform and Simplia will have no liability or responsibility with respect thereto. Simplia has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Service or Service listing, (ii) the truth or accuracy of any Service listing descriptions or other User Content, or (iii) the performance or conduct of any User, Service Provider, or third party. Simplia does not endorse any User, Service, Service Provider, or Customer. Simplia reserves the right, but has no obligation, to become involved in any way with disputes between you and any other User of the Simplia Platform.
5. Intellectual Property Rights
(a) License Grant; Usage Restrictions
Subject to the terms of this Agreement, Simplia will provide you a limited, non-exclusive, non-transferable, non-sublicensable access to the Simplia Platform its internal business purposes only. The technology and software underlying the Simplia Platform or distributed in connection therewith are the property of Simplia, our affiliates and our partners. You will not, directly or indirectly: sell, assign, sublicense, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Simplia Platform or any software, documentation or data related to the Simplia Platform (“Software”); modify, translate, or create derivative works based on the Simplia Platform or any Software (except to the extent expressly permitted by Simplia or authorized within the Simplia Platform); use the Simplia Platform or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; otherwise transfer any right in the Software or remove any proprietary notices or labels; or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Simplia.
(b) Service Content and Trademarks:
You acknowledge and agree that the Simplia Platform may contain content or features (“Platform Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Simplia, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Simplia Platform or the Platform Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Simplia Platform. In connection with your use of the Simplia Platform you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Simplia from accessing the Simplia Platform (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Simplia Platform or the Platform Content other than as specifically authorized herein is strictly prohibited.
The Simplia name and logos are trademarks and service marks of Simplia (collectively the “Simplia Trademarks”). You may not use any metatags or other “hidden text” utilizing “Simplia” or any other name, trademark, or product and service name of Simplia without our prior written permission. In addition, the look and feel of our Service, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Simplia and may not be copies, imitated or used, in whole or in part, without our prior written permission. Other Service Provider, Customer, company, product, and service names and logos used and displayed via the Simplia Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Simplia. Nothing in this Terms or the Simplia Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Simplia Trademarks displayed on the Simplia Platform, without our prior written permission in each instance. All goodwill generated from the use of Simplia Trademarks will inure to our exclusive benefit. Reference to any Services, services, processes or other information, by trademark, manufacturer, supplier, third-party Service Provider or otherwise does not constitute or imply our endorsement, sponsorship or recommendation.
(c) Third Party Material:
Under no circumstances will Simplia be liable in any way for any content or materials of any third parties (including Users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Simplia does not pre-screen content, but that Simplia and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Simplia Platform. Without limiting the foregoing, Simplia and its designees will have the right to remove any content that violates these Terms or is deemed by Simplia, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
(d) User Content Transmitted Through The Simplia Platform:
With respect to the content or other materials you upload through the Simplia Platform or share with other Users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any User Content you hereby grant and will grant Simplia and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Simplia Platform or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Simplia Platform (“Submissions”), provided by you to Simplia are non-confidential and Simplia will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that Simplia may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Simplia, its Users and the public. You understand that the technical processing and transmission of the Simplia Platform, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
(e) Service Provider Listing Design
You may establish, or Simplia may help design, the appearance of your Listing (a “Listing Design”). If you download a Listing Design or otherwise work with Simplia to design a Listing Design, you are licensed to use it for a single Listing only. You are free to transfer a Listing Design to a second one of your own Listing if you close your first Listing. You are not permitted to transfer or sell a Listing Design to any other person’s Listing either on Simplia or elsewhere.
The intellectual property rights of the Listing Design is Simplia Content and remains the property of Simplia. For clarity, the Listing Design does not include your User Content. If you exceed the rights granted by your purchase of a Listing Design, Shopify may take administrative action such as modifying your Listing or closing your Listing, or terminating this Agreement.
(f) Copyright Complaints
Simplia respects the intellectual property of others, and we ask our Users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Simplia of your infringement claim in accordance with the procedure set forth below.
Simplia will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Simplia’ Copyright Agent at email@example.com (Subject line: “DMCA Takedown Request”). You may also contact us by mail or facsimile at:
10801 National Blvd. Suite 500
Los Angeles, California, 90064
To be effective, the notification must be in writing and contain the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the Simplia Platform, with enough detail that we may find it on the Simplia Platform;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:
- your physical or electronic signature;
- identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
- your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Los Angeles County and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Simplia will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or User, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Simplia has adopted a policy of terminating, in appropriate circumstances and at Simplia’ sole discretion, Users who are deemed to be repeat infringers. Simplia may also at its sole discretion limit access to the Simplia Platform and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
6. Simplia Platform Payments
In order to participate on the Simplia Platform, you will be required to provide Simplia a valid payment method and you authorize Simplia to automatically charge such payment method for all amounts due under these Terms, including any applicable fees, purchases, and late fees. Any other non-electronic payment method not on our Service must be pre-approved via application and written communication with us at time of account creation. If the payment method we have on file for your at any time expires or otherwise becomes invalid, you agree to promptly provide to us with a substitute payment method. You represent and warrant to Simplia that such information is true and that you are authorized to use the payment instrument.
7. Simplia Wallet
The Simplia Platform may include virtual coins, points or other virtual currencies (“Simplia Wallet”). By purchasing or otherwise acquiring Simplia Wallet, you obtain a limited license (which is revocable by Simplia at any time unless otherwise required by applicable laws) to access and select from other Service Providers. Simplia Wallet has no monetary value and does not constitute currency or property of any type. Simplia Wallet may be redeemed for Services from Service Providers only, if at all. Subject to applicable local law, Simplia Wallet is non-refundable. You are not entitled to a refund or any other compensation for any unused Simplia Wallet and unused Simplia Wallet is non-exchangeable. Service Providers may revise the pricing for the Services and Simplia Wallet offered through the Program at any time. Simplia may limit the total amount of Services or Simplia Wallet that may be purchased at any one time, and/or limit the total amount of Service Provided Content or Simplia Wallet that may be held in your account in the aggregate. You are only allowed to purchase Services or Simplia Wallet from Service Providers, Simplia or our authorized partners through the Simplia Platform, and not in any other way. Simplia and Service Providers reserve the right to refuse your request(s) to acquire Services and/or Simplia Wallet. You agree that you will be solely responsible for paying any applicable taxes related to the acquisition of, use of or access to Services and/or Simplia Wallet.
Any sale of Services , including, but not limited to, Simplia Wallet for “real” money or exchange of those items or Simplia Wallet for value outside of the Simplia Platform is prohibited. Services may be altered, removed, deleted, or discontinued by Simplia or Service Providers (e.g., upon termination of this Agreement) even if you have not “used” or “consumed” the Services prior to alteration, removal, deletion, or discontinuation.
8. Conditions of Use
(a) User Conduct
You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Simplia Platform, and represent that you have all necessary rights to such content. The following are examples of the kind of content and/or use that is illegal or prohibited by Simplia. Simplia reserves the right to investigate and take appropriate legal action against anyone who, in Simplia’ sole discretion, violates this provision, including without limitation, removing the offending content from the Simplia Platform, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Simplia Platform to:
- email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Simplia, is objectionable or which restricts or inhibits any other person from using or enjoying the Simplia Platform, or which may expose Simplia or its Users to any harm or liability of any type;
- interfere with or disrupt the Simplia Platform or servers or networks connected to the Simplia Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Simplia Platform;
- violate any applicable local, state, national or international law, or any regulations having the force of law;
- impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- solicit personal information from anyone under the age of 18;
- harvest or collect email addresses or other contact information of other users from the Simplia Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
- advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
- further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
- obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Simplia Platform.
(b) Special Notice for International Use; Export Controls
Software (defined below) available in connection with the Simplia Platform and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Simplia Platform or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Simplia Platform, including as it concerns online conduct and acceptable content.
(c) Commercial Use
Unless otherwise expressly authorized herein or in the Simplia Platform, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Simplia Platform, use of the Simplia Platform, or access to the Simplia Platform
9. Third Party Distribution Channels
Simplia offers Software applications that may be made available through the Apple App Store, Android Marketplace or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third party services in connection with your use of the Simplia Platform, you agree to comply with all applicable terms of any agreement for such third party services.
With respect to Software that is made available for your use in connection with an Apple-branded product (such Software, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms, the following terms and conditions apply:
- Simplia and you acknowledge that these Terms are concluded between Simplia and you only, and not with Apple Inc. (“Apple”), and that as between Simplia and Apple, Simplia, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
- You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App Store Terms of Service.
- Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS Product that you own or control, as permitted by the Usage Rules set forth in the App Store Terms of Service.
- Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
- Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Simplia’ sole responsibility, to the extent it cannot be disclaimed under applicable law.
- Simplia and you acknowledge that Simplia, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- In the event of any third party claim that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Simplia and Apple, Simplia, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
- 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.
- If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to Simplia as follows:
10801 National Blvd. Suite 500
Los Angeles, California, 90064
Simplia and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you with respect to the Apple-Enabled Software as a third party beneficiary thereof.
10. Non-Disclosure and Confidentiality
(a) The Parties acknowledge and agree that, as a result of their dealings with each other, each Party will have access to and will be making use of each other’s Confidential Information, and that this Confidential Information is of special, proprietary and unique economic value to each Party. For purposes of this Agreement, the term “Confidential Information” shall include, without limitation, any and all data, documents and information that reveals or pertains to a Party’s services, processes, technology, concepts, techniques, designs, computer programs, software, scientific or technical know-how, trade secrets, inventions, copyrights, methods, and any business plans, customer lists, financial, marketing, sales, cost, statistical and other business data or information pertaining to a Party’s businesses and operations by which a Party’s existing and/or future services, applications and methods of operation are developed, manufactured, conducted and operated, as well as the means and methods of marketing such services, services, applications and methods of operations, and financial data and information relating to such services, applications and methods of operation (collectively and as to individual components thereof, the “Confidential Information”).
(b) Both Parties agree to take reasonable precaution to protect each other’s Confidential Information, keep it confidential, and not disclose or use the other Party’s Confidential Information or to disclose it to third parties except in accordance with the terms and conditions set forth in this Agreement. Each Party agrees that during the Term of this Agreement and for a period of five (5) calendar years after the expiration or termination of this Agreement, each Party will not, without the written consent of the other Party, or its successors, shareholders or permitted assigns, disclose any such Confidential Information to any person, firm, third party, corporation, or other entity for any purpose whatsoever, or use such Confidential Information for any purpose not required or permitted by this Agreement.
(c) The term “Confidential Information” does not include information which (i) is already or becomes generally available to the general public other than as a result of a breach or impermissible disclosure by the receiving Party or its representatives; (ii) was available to the receiving Party on a non-confidential basis prior to its disclosure by the disclosing Party or its representatives; (iii) becomes available to the receiving Party on a non-confidential basis from a source other than the disclosing Party or its representatives, provided that such disclosing source is not bound by any confidentiality covenants, restrictions or related agreements with the disclosing Party or its representatives or otherwise prohibited from transmitting the information to the receiving Party by a contractual, legal or fiduciary obligation; or (iv) the receiving Party is required to disclose pursuant to a valid order or subpoena issued by a governmental body of competent jurisdiction; provided, however, if the receiving Party is called upon at any time to disclose any Confidential Information (“Process”), the receiving Party shall provide the other Party prompt written notice of such Process so that the other Party may seek an appropriate protective order or take whatever steps it deems necessary.
11. Third Party Websites
The Simplia Platform may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Simplia has no control over such sites and resources and Simplia is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Simplia will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Simplia Platform are between you and the third party, and you agree that Simplia is not liable for any loss or claim that you may have against any such third party.
Social Networking Services
In addition, Simplia is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Simplia is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Simplia enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
Users shall indemnify and shall hold harmless Simplia (including any parent, affiliate, and subsidiary companies), upon its first demand, from and against any and all claims, demands, actions, suits, causes of action, damages, and expenses (including, but not limited to, expenses of investigation, settlement, litigation, and attorneys’ fees incurred in connection therewith) (“Losses”) that any third party (including any customer) makes, sustains, or brings against Simplia (including any parent, affiliate, and subsidiary companies) or any of its customers to the extent resulting from or in connection with (1) User’s breach of this Agreement, (2) your conduct in using the Simplia Platform, including User’s interaction with others regardless of whether such interaction is related to use of the Simplia Platform , (3) act or omission by User or anyone on its behalf in connection with this Agreement or the Services; and/or (4) any claim for infringement, misappropriation or misuse of any intellectual property rights and/or industrial rights of any person with respect to the Services.
Simplia shall indemnify and hold harmless Users (including any parent, affiliate, and subsidiary companies) from and against any and all Losses that any third party makes, sustains, or brings against Supplier (including any parent, affiliate, and subsidiary companies) to the extent resulting from or in connection a claim for infringement of intellectual property rights of any person with respect to the Simplia Platform or Software.
13. Disclaimer of Warranties
YOUR USE OF THE SIMPLIA PLATFORM IS AT YOUR SOLE RISK. THE SIMPLIA PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SIMPLIA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
SIMPLIA MAKES NO WARRANTY THAT (I) THE SIMPLIA PLATFORM OR SERVICES OFFERED BY SERIVCE PROVIDER WILL MEET YOUR REQUIREMENTS, (II) THE SIMPLIA PLATFORM OR SERVICES OFFERED BY SERIVCE PROVIDER WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SIMPLIA PLATFORM OR SERVICES OFFERED BY SERIVCE PROVIDER WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SIMPLIA PLATFORM WILL MEET YOUR EXPECTATIONS.
14. Limitation of Liability
EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, OR A BREACH OF CONFIDENTIALITY OR THE LICENSE RESTRICTIONS, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL ANY PARTY BE LIABLE TO THE OTHER FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) EXCLUDING CUSTOMER PAYMENT OBLIGATIONS, ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY SERVICE PROVIDER OR CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM.
15. Dispute Resolution By Binding Arbitration:
(a) Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Simplia, whether arising out of or relating to this Terms of Service (including any alleged breach thereof), the Simplia Platform, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Terms of Service, you and Simplia are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
(b) Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND SIMPLIA AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND SIMPLIA AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
(c) Pre-Arbitration Dispute Resolution
Simplia is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at contact@Simplia.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Simplia should be sent to 1572 Ensley Avenue Los Angeles, CA 90024 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Simplia and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Simplia may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Simplia or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Simplia is entitled.
(d) Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Simplia and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Simplia agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
(e) Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Simplia will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Simplia will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Simplia will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.
(h) Future Changes to Arbitration Agreement
Notwithstanding any provision in this Terms of Service to the contrary, Simplia agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Simplia Platform, you may reject any such change by sending Simplia written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
You agree that Simplia, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Simplia Platform and remove and discard any content within the Simplia Platform, for any reason, including, without limitation, for lack of use or if Simplia believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Simplia Platform, may be referred to appropriate law enforcement authorities. Simplia may also in its sole discretion and at any time discontinue providing the Simplia Platform, or any part thereof, with or without notice. You agree that any termination of your access to the Simplia Platform under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that Simplia may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Simplia Platform. Further, you agree that Simplia will not be liable to you or any third party for any termination of your access to the Simplia Platform.
In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
These Terms of Service constitute the entire agreement between you and Simplia and govern your use of the Simplia Platform, superseding any prior agreements between you and Simplia with respect to the Simplia Platform. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Simplia agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Los Angeles County. The failure of Simplia to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Simplia Platform or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms of Service without the prior written consent of Simplia, but Simplia may assign or transfer this Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Simplia Platform may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Simplia Platform.
18. Your Privacy
Notice for California Users
Under California Civil Code Section 1789.3, users of the Simplia Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Simplia, Inc.,
10801 National Blvd. Suite 500
Los Angeles, California, 90064