Last Updated: September, 2023
PLEASE REVIEW THESE USER TERMS (“user terms”) THOROUGHLY. This site and its content are managed by Simplex. These user terms oversee your interaction with the site and are applicable to all online visitors who access or engage with the site in any manner, encompassing the services and resources provided through the site.
BY SELECTING THE “I AGREE” OPTION, FINALIZING YOUR REGISTRATION, NAVIGATING THE WEBSITE, AND/OR INITIATING A PURCHASE ORDER REFERRING TO THESE TERMS, YOU CONFIRM THAT (1) YOU HAVE THOROUGHLY READ, GRASPED, AND CONSENT TO ADHERE TO THESE USER TERMS, (2) YOU POSSESS THE LEGAL CAPACITY TO ESTABLISH A LEGALLY BINDING AGREEMENT WITH SIMPLEX, AND (3) YOU HOLD THE AUTHORITY TO COMMIT TO THESE USER TERMS EITHER INDIVIDUALLY OR IN REPRESENTATION OF THE DESIGNATED ENTITY AS ITS USER, AND TO OBLIGATE THAT ENTITY TO THESE USER TERMS.
Section 1: Terminology/Initial Overview
1.1 “Simplex” refers to Simplex Wireless, LLC.
1.2 “Service” denotes any and all services and/or hosted software programs made available by Simplex through the Website. This includes, but isn’t restricted to, the Simplex API, mobile connectivity facilitated by the Simplex IoT SIM card, BYOO feature and all other software solutions presented by Simplex through the Website.
1.3 “You” pertains to either you as an individual or the legal organization you specified as a user during your registration on the Website or when acquiring Products.
1.4 “Products” describes the tangible items crafted and marketed by Simplex.
1.5 “Third Party Product” designates any program, site, API, item, software, or machinery developed or offered by parties other than Simplex.
1.6 “Website” encompasses any online domain that is owned, managed, branded, or co-branded by Simplex.
1.7 “Simplex API” signifies any application programming interface (API) that is owned and facilitated by Simplex. This encompasses the REST API (used for liaising with servers, software designers, web apps, and mobile apps) and the Socket API (designed for interfacing with integrated systems like the Simplex Dashboard).
1.8 “Order” defines a mutually accepted written request for Products and/or Services by both Simplex and You, that refers to this User Terms.
Section 2: Amendments & Additional Provisions
2.1 Engaging with specific Services might be governed by extra provisions (“Additional Provisions”). These Additional Provisions might be delineated within these User Terms or presented to You during the registration for the corresponding Service. Should there be any inconsistency between the User Terms and the Additional Provisions, the latter will prevail for that specific Service. Collectively, these User Terms and any applicable Additional Provisions are referred to as the “Agreement”.
2.3 BE AWARE THAT SIMPLEX RETAINS THE RIGHT TO MODIFY THE AGREEMENT AS IT SEES FIT. When modifications occur, Simplex will provide an updated version of the User Terms on the Website.
Section 3: Account Creation & Use
3.1 Account Creation: To access services provided by Simplex, you need to have an account. This can be created using a valid email address when purchasing products. Simplex will create the account on behalf of the user.
3.1.1 Accuracy & Eligibility: When creating an account, you are confirming two primary points: a) All the information you provide is truthful and complete and b) you are 13 years old or above and are legally allowed to use these services in the USA and other nations without any restrictions.
3.1.2 One Account per Email: Every unique email address can only be used to create one account.
3.1.3 Responsibility: The confidentiality of your login credentials is your responsibility. You also have the liability for all actions associated with your account.
3.1.4 Reporting Unauthorized Activities: Should you feel or know that your account is being misused, you are obligated to inform Simplex immediately. Simplex will not be responsible if you fail to adhere to this requirement.
3.2 Connecting Products: After account creation, you can integrate certain products to your account. By doing so, you permit Simplex to access and manage these connected products to give you the services. This management can include reading data or controlling the product directly. This access remains until you decide to withdraw it by changing your settings or closing your account.
3.3 Right to Revoke Access: If Simplex has reasons to believe that you are misusing your account or engaging in illegal activities, it can restrict or suspend your access.
3.4 Binding Terms for All Users: Once an account has been established, all active users are subject to these terms. You, as the account creator, will be responsible for all the products and their access. Everyone using your account must abide by these terms.
3.5 Informing Other Users: If you let others access the connected products, it is your responsibility to make them aware of their responsibilities as outlined in this section. Furthermore, if there’s a breach of these terms due to your actions, you have to protect Simplex from any potential legal action or penalties.
3.6 Responsibility for Connected Products: You are solely accountable for your connected products. You need to ensure all your connected products have the necessary certifications from local device testing authorities before using Simplex’s services. If your products aren’t certified, Simplex has the right to restrict or deny services for those products.
Section 4: Use of Simplex Products & Services
4.1 You commit to complying with all relevant and applicable laws, whether local, state, national, or international, when accessing and using the Products and Services.
4.2 Additionally, you pledge not to: (a) Disrupt or interfere with the services, servers, or any connected networks, or neglect any rules, standards, or guidelines associated with these networks in relation to our Products or Services; (b) Participate in, aid, or encourage illicit or deceptive activities, nor allow others to do so; (c) Try to gain unauthorized access to accounts, materials, data, computer systems, networks, or any apparatus belonging to or set up by Simplex, be it through attempting to decipher passwords or other methods; (d) Breach, interfere with, or bypass the security features or protective measures implemented for the Services; (e) Seek out personal details from anyone below the age of 18; (f) Use the Service for vital medical monitoring or in settings like health care or assisted living, where lives could be at risk; (g) Use the Service to transmit or promote any content that’s illegal or offensive; (h) Survey or track third parties without obtaining their explicit consent.
4.3 You warrant proper functionality of Your device in the mobile networks while roaming in accordance with the GSMA IoT Device Connection Efficiency Guidelines. In the case You do not fulfill its obligations, Simplex reserve the right to block access to the network from Devices not working properly.
4.4 You recognize and consent that you bear the sole responsibility for adhering to all relevant legal, regulatory, and safety standards concerning your products and projects, as well as the usage of the Products or Services. By leveraging Simplex Products and Services for your initiatives, you assert and confirm that you possess the required expertise to: (1) devise and employ safety measures to predict and counteract potential adverse outcomes of malfunctions; (2) oversee such malfunctions and their implications; (3) minimize the potential of harmful malfunctions; and (4) undertake necessary corrective steps. Unless explicitly mentioned in a Master Service Agreement or any other documented accord with Simplex, the Products and Services are NOT TO BE USED FOR military, aviation, space, emergency rescue, or life-preserving purposes. Regardless of the above, you are obligated to use the Products and Services in accordance with applicable regulations. You commit to safeguarding and exempting the Simplex Parties from any damages that arise from your utilization of any Products or Services in contexts like military or life-saving applications.
4.5 Simplex’s Services offer you access to its APIs. This enables you to manage and access your Account and linked Products. You should only use the Simplex APIs to access and utilize the Services for your internal business needs. Should you misuse or make overly frequent requests to any Simplex API, we might suspend your API and Services access either temporarily or permanently. It is at Simplex’s discretion to decide what constitutes misuse or overuse. We also reserve the right to alter or terminate your API access at any point, with or without prior notification.
4.6 You must not: (a) alter or reverse-engineer any component of the Website, Products, Simplex APIs, or Services; (b) use the Website or Services to create something similar or rival in nature; (c) overload or cause disruption to the infrastructure supporting the Services; (d) instigate or partake in any malicious attacks against the Website or Services; (e) unlawfully access or try to access parts of the Website, Services, or related systems; (f) seek vulnerabilities in our security systems; or (g) bypass any of Simplex’s protective measures.
4.7 You acknowledge that you will: (a) strictly adhere to all relevant laws when using the Website, Products, APIs, and Services; (b) understand that your access might be restricted to comply with these laws; (c) ensure your use of the Products or Services doesn’t involve any illegal or harmful communications; and (d) avoid infringing on copyrights or promoting illicit content.
4.8 All rights to the Website, Products, APIs, and Services belong exclusively to Simplex and its affiliates, and no rights are conferred upon you, other than those explicitly mentioned.
4.9 You provide Simplex with a non-exclusive, transferable, multi-tiered sub-licensable, permanent, royalty-free license to handle any data or content you share via the Services. This is to aid in delivering the Services. While you grant Simplex access to your data, the ownership remains solely yours. You also confirm that all necessary permissions have been secured for sharing this data with Simplex.
4.10 You shall not export or re-export any Export Components to Cuba, the Crimea region of Ukraine, Iran, North Korea, Syria or any embargoed or comprehensive-sanctioned country as may be designated by the US Government or any other government.
Section 5: Buying & Payment Protocols
5.1 Purchases from the Simplex online marketplace (“Marketplace”) are designated for personal or internal business use and not for business reselling. For resale inquiries email firstname.lastname@example.org
5.2 You commit to settling any charges on your account based on the prevailing rates and billing conditions or as mentioned in any relevant Order. A valid credit card or purchase order is required for service registration. Your cardholder agreement governs your card usage. By furnishing credit card details, you authorize instant billing for all applicable fees without additional notice. Update Simplex immediately with any billing or card changes. Simplex might revise its pricing or billing techniques; any change will be communicated. Overdue accounts might attract a 1.5% monthly interest. Unsettled balances can lead to service termination.
5.3 Service fees will be due when you set up your account or choose a subscription package. Unless stated otherwise, service fees are non-refundable. A contract between you and Simplex materializes once your order is confirmed through email, text, or another method.
5.4 Subscriptions persist until terminated per the Terms or any related Order. Post your initial term, subscriptions auto-renew for similar periods at the prevailing rates. Simplex can adjust fees with prior notification. For discontinuation, reach out to Simplex at email@example.com at least 30 days before the renewal date. Cancelled subscriptions remain active until term-end but aren’t refundable on a prorated basis. Failure to process renewal payment means you owe the due amount and Simplex may halt your subscription till payment completion.
5.5 You might be charged additional fees per your Order’s stipulations. Recognize that these overage fees might not be billed instantly. Any billing delays by Simplex won’t be grounds for you to contest such charges.
5.6 Simplex has the liberty to alter network providers or plans. Should any provider raise their rates, Simplex can adjust its fees after notifying you.
5.7 Sales taxes might be applicable on your Simplex acquisitions, varying across jurisdictions. Depending on local laws, Simplex might need to collect and pay such taxes based on your billing address. Report any address changes to firstname.lastname@example.org. Tax-exempt organizations must submit relevant proof to the same email address.
5.8 If you are not satisfied with any Product you have purchased from us and the Product is unused, you may return the Product to us and obtain a refund of the price of the returned Product if you contact us within fourteen (14) calendar days of delivery of the Product. You will be responsible for the costs of returning the Products to us unless we delivered the Product to you in error, or if the Product is damaged or defective. You may cancel your order for a Product at no cost any time before we send the Confirmation E-mail relating to that Product order. Simplex reserves the right to cancel your order at any time before the shipment of the Products you have ordered. In this case, your order will be re-credited if charged or refunded if invoiced.
Section 6: Guarantee and Limitations of Warranty
6.1 Except where mentioned in Section 6.4, Simplex does NOT guarantee that (i) the Services and Products will fit Your specific needs, (ii) the delivery of Services and Products will be consistent, on time, safeguarded, or free from errors, (iii) the outcomes from using the Services and Products will be dependable or precise, (iv) the quality of Services, Products, or any related information will match Your anticipations, and (v) any discrepancies in the Services or Products will be rectified.
6.2 The Services might experience occasional disruptions due to various factors outside of Simplex’s jurisdiction, such as issues with cellular connectivity, service providers’ reliability, notifications on mobile devices, and mobile network carriers. You recognize these potential obstacles and concur that Simplex isn’t liable for damages claimed to arise from the Services’ delays or failures.
6.3 You understand that Simplex collaborates with third-party service providers for certain functionalities of the Services and Products. This can include services like data storage, synchronization, and communication via external servers, or mobile alerts via mobile OS manufacturers and network carriers. Simplex doesn’t oversee and isn’t accountable for any actions or neglect by these third-party service providers.
6.4 Should Simplex halt its operations or face unresolved bankruptcy or insolvency proceedings after sixty (60) days, Simplex that the cellular connection via the Simplex IoT SIM card will remain operational. Simplex will strive to transition the ownership of their licenses and agreements to You, especially concerning the cellular connection offered by the Simplex IoT SIM card.
Section 7: Liability Restrictions
7.1 It’s clearly understood and agreed that neither Simplex nor its providers will be held responsible for any indirect, incidental, special, consequential, or exemplary damages. This includes, but isn’t limited to, damages related to lost profits, goodwill, usage, data, or other intangible losses. Such damages may arise from various situations like the cost of obtaining alternative products/services; disruption in service or loss/corruption of data; any third-party actions linked to the Services or Products; interruption or inability to access Services; both authorized and unauthorized access to your data or devices (whether they’re Simplex Products or not) that use the Services; and your usage of the Services (including APIs or Third-Party Products accessing data through the APIs) or Products. Simplex’s total liability to you won’t surpass the amount you paid in the six (6) months prior to the event causing the liability.
7.2 Force Majeure: Simplex isn’t responsible for delays or failures in its service caused by uncontrollable events such as fires, telecom breakdowns, power outages, labor disputes, riots, wars, terrorist attacks, non-delivery by suppliers, acts of God, or other events beyond Simplex’s control.
7.3 You acknowledge and agree that you have no direct contractual relationship with any third-party wireless service provider or any of their affiliates or contractors (referred to as “providers”). Furthermore, you are not entitled to benefits from any contract with these underlying providers. To the maximum extent allowed by law, you give up any related claims or demands. You also expressly exempt each provider from any liability concerning Simplex’s services/products. You agree not to take legal action against any provider for issues related to Simplex’s services/products. If you breach this agreement, you’ll compensate Simplex for all resulting damages (including amounts Simplex may owe a provider), irrespective of any liability limitations mentioned here.
Section 8: Indemnification
You commit to indemnify, defend, and protect Simplex Wireless and its associates from any losses, damages, or liabilities resulting from:
1. Any breach of these Terms on your part.
2. Your violation of any applicable laws, rules, or regulations.
3. Disputes involving you and any of your suppliers, vendors, distributors, OEMs, resellers, or customers.
4. Your utilization of Simplex Wireless’s Products or Services. This includes situations where you incorporate these products or services into a project, product, device, or other items that you then sell, distribute, or transfer to another party.
Section 9: End of Service
9.1 Should Simplex identify potential breaches by You of the Terms, it has the authority to investigate. If these investigations suggest illegal activities, Simplex can report to and collaborate with the necessary legal entities. Unless restricted by law, Simplex can release any information or material related to your use of the Website or Services, including Your Data, for reasons such as adhering to the law, upholding the Terms, addressing rights violation claims, customer service requests, or ensuring public safety.
9.2 If Simplex concludes that you’ve violated any part of these Terms or engaged in unsuitable behavior for the Website or Services, it has the right to:
9.2.1 Send you a warning email about the breach;
9.2.2 Erase Your Data;
9.2.3 End your Service subscription;
9.2.4 Notify legal authorities and share Your Data with them for further proceedings;
9.2.5 Take any other appropriate measures.
9.3 These Terms become active from the moment of your acceptance and will continue as long as you use the Website or Services, unless ended earlier based on the Terms.
9.4 If there’s a payment issue with your Payment Provider, if you’ve significantly breached the Terms, or if the law mandates, Simplex can suspend or terminate any provided Services immediately without prior notification. You acknowledge that Simplex decides termination reasons and isn’t liable for any repercussions of Account termination.
9.5 To discontinue Simplex’s Services, you can (a) inform Simplex anytime and (b) shut down your Account for all Services you’ve been using. Send your written notice to email@example.com and it will be processed. If you close your Account as per this Section 9.5, you can use the Services till the end of the current subscription period and won’t be eligible for a refund.
9.6 Ending a Service entails blocking access and preventing further use. Terminating all Services means deleting your password, relevant data, and all associated information in your Account. After any Service is terminated, your rights to use it cease instantly. You acknowledge that Service termination might result in the removal of Your Data from Simplex’s records. Simplex won’t be liable for any suspensions, terminations, or data deletions. Any Terms provisions that logically should persist post-termination will do so, including ownership clauses, warranty waivers, and liability limits.
Section 10: Additional Provisions
10.1 At Simplex’s reasonable request, you commit to participating in marketing activities related to the Service. This may include providing references for potential Simplex clients. Additionally, you permit Simplex to use your name, trade name, and logos for promotional purposes and to disclose your status as a Simplex customer.
10.2 The governing laws for these Terms will be those of the State of Delaware, USA, excluding its conflict of law principles.
10.3 Any disputes or claims stemming from these Terms will be settled through binding arbitration in Delaware or another mutually agreed-upon location.
10.4 Choosing not to enforce any section of the Terms at a certain time doesn’t imply the waiver of any other sections or the same section in the future.
10.5 You can’t transfer, delegate, assign, or subcontract your rights or obligations under these Terms without prior written consent from Simplex. Any attempt to do so without this consent will be considered null and void.
10.6 If any part of these Terms is found invalid or unenforceable, that section will be interpreted to best reflect the original intent, while the rest of the Terms remain effective.
10.7 You must give Simplex a current email address.
10.8 These Terms represent the full, exclusive agreement between the parties about this subject and replace all prior agreements and discussions on this matter.