SIMPLEX BI, INC. USERS SERVICE – Terms and Conditions (“Terms”)

Updated February 7, 2025

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING OUR WEBSITE. YOUR REMEDY FOR DISSATISFACTION WITH THIS SITE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SITE, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SITE.

Simplex BI, Inc. is a Pennsylvania corporation with its principal offices in Devon, Pennsylvania (“we” or “us”), and which provides you with the Simplexbi.com website and its corresponding services (the “Site”) under these Terms and Conditions (this “Agreement”). The Site and its services are referred to together as the “Service.” As used in these Terms and Conditions, “you” or “users” refers to individuals using the Service. By using the Service and/or by clicking the “I Agree” button, you unconditionally agree to follow and be bound by this Agreement and our Privacy Policy. If you do not agree to be bound by and comply with all of the terms of this Agreement, you may not use our Service.
Intended Users

The Service is available only to users who are at least 18 years old. Under no circumstances should the Service be used by children under 18 years of age, and we will not knowingly collect personal information from any person we know to be in this age group. If you are using the Service for the benefit of a child, please do not provide information relating to such child unless you have obtained the child’s parents’ or guardians’ consent, including their consent to our Privacy Policy. If you discover that your child has been using the Service without your consent, or that someone has been using the Service for or on behalf of your child without your consent, please contact us using the information below under “Contact Information,” and we will take reasonable steps to delete the child’s information from our active databases. You may not provide access to or use the Service or Content (as defined below) thereof for the benefit of third parties or make commercial use of the Service or related Content, but you may use the Service for your internal use subject to this Agreement. Use of and access to the Service is void where prohibited. By accessing and using the Service, you shall ensure that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) your use of the Service will comply with and does not violate any applicable law, regulation, order or guideline and (d) you consent to receiving messages and promotional material offering in-Service purchases.
Modification of this Agreement

We reserve the right to update or modify this Agreement at any time. By continuing to use the Service after any such changes, you agree to follow and be bound by this Agreement as changed. For these reasons, we encourage you to periodically review this Agreement.
Disclaimers

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SITE AND THE SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, EXCEPT IN CASES OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, WE MAKE NO WARRANTY THAT (a) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (b) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (d) THE QUALITY OF THE SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
Payment of Fees

Use of the Services constitutes a subscription service, which is defined as an agreement where users gain access to the Services in exchange for a recurring fee (“Subscription”). By subscribing, you agree to pay all fees associated with your Subscription. We will bill your credit card for all Subscription fees. Recurring charges are billed in advance of service. You agree to provide us with accurate and complete billing information, including valid credit card information, your name, address and telephone number, and to provide us with any changes in such information within three (3) days of the change.

Subscription fees are collected on an annual or monthly basis, based upon your election. Your Subscription auto renews annually or monthly depending on the subscription plan you have selected. You may cancel at any time via your account login. Subscriptions will remain active until the end of the subscription period, if cancelled prior to the renewal date.
All fees are exclusive of taxes, levies, duties, governmental charges, and expenses which amounts will be billed to, and paid by you.

You shall have no right of offset or withholding under this Agreement. Any amounts not successfully charged when due will incur interest charges from the date due until paid, at the rate of one and one-half percent (1.5%) per month, or the highest interest rate allowable by law (whichever is less), payable monthly

If, for any reason, your credit card company refuses to pay the amount billed for you Subscription, you agree that we may, at our option, suspend or terminate your subscription to the service and require you to pay the overdue amount by other means acceptable to us. We may charge a fee for reinstatement of suspended or terminated accounts.

You agree that until your subscription to the service is terminated, you will continue to accrue charges for which you remain responsible, even if you do not use the service.

In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.

Authorization. You hereby authorize Simplex BI Inc. to charge the payment method that you have on file with us for the charges that you incur in accordance with the Services and these terms and conditions. You authorize Simplex BI Inc. to charge such payment method on a recurring basis, either monthly or annually at your election. This authorization will remain in effect until you cancel it in writing, and you agree to notify Simplex BI Inc. in writing of any changes in your account information or termination of this authorization at least two (2) days prior to the scheduled completion of the Services. Cancellation of the Service through your online account shall constitute sufficient written notice for the purposes of this provision. In the case of a payment being rejected, you agree that Simplex BI Inc. may at its discretion attempt to process the payment again, and you agree to pay any costs incurred by Simplex BI Inc. for chargebacks or payment rejections. You certify that you are an authorized user of the payment method and will not dispute these transactions with your bank or credit card company; so long as the transactions correspond to the terms indicated in these terms and conditions and the associated Services.
Right to Monitor

We reserve the right, but are not obligated, to monitor materials posted in any public area and shall have the right to remove any information deemed offensive by our staff. Notwithstanding the foregoing, you remain solely responsible for your use of any information contained on the site. You understand and agree that if your use of the Services is determined by us, in our sole and reasonable discretion, to be offensive, obscene, or otherwise improper, we can terminate your use of the website immediately without prior notice and without any right of refund, set-off or a hearing. You are responsible for any activities that take place under your username and password. If you become aware of any unauthorized use of your password or account, or any other breach of security, please contact us immediately. It is up to you to maintain the confidentiality of your password and account. We are not responsible or liable for any loss or damage arising from your failure to comply with the provisions of this Agreement.
Security and Password

You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account, including any mail sent and any charges incurred. Therefore, you must take steps to ensure that others do not gain access to your password and account. Our personnel will never ask you for your password. You may not transfer or share your account with anyone outside of your business organization, and we reserve the right to immediately terminate your account in the event of any unauthorized transfer or sharing thereof.
Use of Data

The collection, use, and management of data obtained from users through the Service shall be subject to and governed by the terms of our Privacy Policy, which is incorporated herein by reference. Our Privacy Policy provides detailed information on how we collect, use, and protect your data, as well as your rights regarding such data. You can access our Privacy Policy at the following link: https://simplexbi.com/privacy-policy/. By agreeing to these Terms and Conditions and using the Service, you expressly consent to the data practices described in our Privacy Policy.
Technology; Support

We do not warrant or guarantee that the Service will function with your mobile or computing device or be compatible with the hardware or software on any particular devices. Information will be transmitted over a medium that will be beyond our control and jurisdiction; multiple factors, including network availability, may affect alert or notification delivery or otherwise interfere with the operation of the Service.

Without limiting the foregoing, we, our licensors, and our suppliers make no representations or warranties about (1) the availability, accuracy, reliability, completeness, quality, performance, suitability or timeliness of the Service, Content, including software, text, graphics, links, or communications provided on or through the use of the Service; or (2) the satisfaction of any government regulations requiring disclosure of information on prescription drug products or the approval or compliance of any software tools with regard to the Service.

We have no obligation to provide technical support or maintenance for the Service. Although we take reasonable measures to keep the Service free of viruses, worms, Trojan horses or other code that contain destructive properties, we do not warrant or guarantee that files available for downloading through the Service will be free of such contaminations.

The Services may be updated from time to time at our discretion. These updates are designed to improve, enhance, and further develop the Software and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates (and permit the Company to deliver these to you) as part of your use of the Services.
User’s Responsibilities

If you submit any information to us through or related to the Service or send us any business information, feedback, ideas, concept or invention to us by e-mail (“Content”), you shall ensure that such information is not confidential and that you have all necessary permission to submit or otherwise make available such information. If you submit any Content to us through or related to the Service that is confidential in nature, you hereby warrant and represent that such submission is in full compliance with any and all confidentiality obligations to which you are subject related to said Content. Additionally, you agree to hold harmless and indemnify Simplex BI Inc. against any third-party claims, liabilities, losses, damages, judgments, awards, costs, expenses, and attorney’s fees arising out of or related to your submission of such confidential information to the Site. This indemnification obligation will survive the termination or expiration of this Agreement.

Your use of the Services is subject to all applicable laws and regulations, and you are solely responsible for your Content and your communications through the site. By posting information in or otherwise using any communications service, chat room, message board, newsgroup, software library, or other interactive service that may be available to you on or through the Site, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content — including text, communications, software, images, sounds, data, or other information — that:

Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
Impersonates any person or entity, including any of our employees or representatives.

You further agree not to interfere or attempt to interfere with the proper working of the Service or to disrupt the operations or violate the security of the Service. Violations of system or network operation or security may result in civil or criminal liability. We will investigate possible occurrences of such violations, and we may involve and cooperate with law enforcement authorities in prosecuting anyone involved with such violations.

You agree to comply with all user responsibilities and obligations as stated in this Agreement. Non-enforcement or our failure to act with respect to a breach by you or others of this Agreement does not constitute consent or waiver, and we reserve the right to enforce such term at our sole discretion. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Nothing contained in this Agreement shall be construed to limit the actions or remedies available to us with respect to any prohibited activity or conduct.
Third Party Sites and Information

The Site may link you to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by us, or any warranty of any kind, either express or implied.
End User License

Subject to the terms of this Agreement, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Services on devices that you own or control, solely for your internal use and non-commercial purposes. This license does not allow you to use the Service on any device that you do not own or control, and you may not distribute or make the Service available over a network where it could be used by multiple devices at the same time.

Subject to the terms of this Agreement, we hereby grant you a non-exclusive, non-transferable, non-sublicensable perpetual license to utilize the reports generated by the Service and subsequently downloaded by you. Should you terminate your Subscription within the initial ninety (90) day period following the commencement of your Subscription, this perpetual license shall be revoked and all files you have downloaded from the Service must be permanently deleted from your system. You are permitted to modify the downloaded reports in accordance with your organizational needs, subject to compliance with the terms outlined herein.

You agree not to, and you will not permit others to: (a) license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose, or otherwise commercially exploit the Service or make the Service available to any third party; (b) modify, make derivative works of, disassemble, decrypt, reverse compile, or reverse engineer any part of the Service, or attempt to do any of the foregoing; (c) remove, alter, or obscure any proprietary notice (including any notice of copyright) of us or our affiliates on the Service.

You further agree not to (a) remove any copyright or other proprietary notices from the Service, (b) transfer the Content or materials from the Services to anyone else or “mirror” the same on any server (c) circumvent, disable, or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content (d) use any robot, spider, site search or retrieval Service, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Service (e) harvest, collect or mine information about other users of the Service (f) post or transmit any virus, worm Trojan horse or other harmful or disruptive element; or (g) violate any applicable law, rule or regulation.

If you violate any of these restrictions, this license will automatically terminate, and you may be subject to prosecution and damages.
Ownership

Simplex BI Inc. and its licensors own the Site and the Services, including any material or Content made available through the Service, including any proprietary algorithm, and all worldwide intellectual property rights in the foregoing. Except as expressly permitted herein, you may not copy, further develop, reproduce, re-publish, modify, alter download, post, broadcast, transmit or otherwise use any material made available in the Service. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Service. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in this Agreement grants you any right to use any trademark, service mark, logo, or trade name of ours or any third party. We reserve the right to modify or withdraw products from the Service at our sole discretion.
Infringement

We respect the intellectual property rights of others, and we ask our users to do the same. In appropriate circumstances and in our discretion, we may terminate the rights of any user to use of the Services (or any part thereof) who infringes the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or if you are aware of someone so infringing on your rights, please provide the following information to the “Copyright Agent” specified below:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
A description of the copyrighted work that you claim has been infringed upon.
A description of where the material that you claim is infringing is located on the Website.
Your address, telephone number, and e-mail address.
A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, and or the law; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

You may send any notices, including notices of copyright infringement under the Digital Millennium Copyright Act, to our designated agent for notice of claims of copyright infringement on the Website at the following addresses:

SIMPLEX BI INC.
Attn: Customer Service, Simplex BI
303 W. Lancaster Ave., Suite 270
Wayne, PA 19087
Email: [email protected]
Phone: 610-255-7245

THIS POLICY IS INTENDED TO COMPLY FULLY WITH THE REQUIREMENTS OF THE ONLINE COPYRIGHT INFRINGEMENT LIABILITY LIMITATION ACT
Export Controls

Except as authorized by United States law and the laws of the jurisdiction in which the Service was obtained or is used, you may not use, export or re-export the Service. Specifically, and without limiting the foregoing, the Service may not be exported or re-exported into any United States embargoed countries or to anyone on the United States Department of Commerce Denied Person’s List or Entity List or the United States Treasury Department’s list of Specially Designated Nationals. You represent and warrant that you are not on any such list or located in any such country and that you will not use the Service for any purposes prohibited by United States or other applicable law.
International Use

Although this site may be accessible worldwide, we make no representation that materials on this site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with this site is void where prohibited.
Termination

This Agreement is effective until terminated by either you or us. You may terminate this Agreement at any time, provided that you discontinue any further use of the Service. Should you terminate your Subscription within the initial ninety (90) day period following the commencement of your Subscription, you are hereby obligated to permanently delete all files downloaded from the Service during your Subscription tenure from your system immediately upon the termination of your Subscription. If you violate this Agreement, our permission to you to use the Service automatically terminates. We may, in our sole discretion, terminate this Agreement and your access to any or all of the Service, at any time and for any reason, after notifying you, without penalty or liability to you or any third party. In the event of your breach of this Agreement, these actions are in addition to and not in lieu or limitation of any other right or remedy that may be available to us. Upon any termination of the Agreement by either you or us, you must promptly stop using the Services on all of your devices and destroy all materials downloaded or otherwise obtained from the Service. The following provisions survive the expiration or termination of this Agreement for any reason whatsoever: Disclaimers, Ownership, Limitations on Liability, Choice of Law and Forum, Entire Agreement and Severability.
Choice of Law and Forum

This Agreement shall be governed in all respects under the laws of the State of Pennsylvania, exclusive of its choice of law or conflict of law provisions. In any claim or action by you directly or indirectly arising under this Agreement or related to the Service, you irrevocably agree to submit to the exclusive jurisdiction of the courts located in Chester County, Pennsylvania.
Entire Agreement

This Agreement and our Privacy Policy constitutes the entire agreement between you pertaining to the subject matter hereof. Anything contained in or delivered through the Service that is inconsistent with or conflicts with the terms of this Agreement is superseded by the terms of this Agreement. This Agreement may not be modified, in whole or in part, except as described elsewhere in this Agreement. This Agreement may not be amended or modified except by an instrument in writing signed by both parties.
Severability

If any of the provisions of this Agreement are held to be not enforceable by a court or other tribunal of competent jurisdiction, then such provisions shall be amended, limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
Assignability

You agree that this Agreement and all incorporated agreements between you and us may be assigned by us, in our sole discretion to any third party. You may not assign this Agreement.
Enforcement

In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys’ fees. Any cause of action brought by you against us or our Affiliates must be instituted with one year after the cause of action arises or be deemed forever waived and barred.
Contact Information

All notices to you relating to this Agreement shall be posted on the Service or sent to you at the e-mail or physical address, if any, that you provided to us. All notices to us relating to this Agreement may be made either by e-mail to [email protected] or in writing and sent to the following:

SIMPLEX BI INC.
Attn: Customer Service, Simplex BI
303 W. Lancaster Ave., Suite 270
Wayne, PA 19087
Email: [email protected]
Phone: 610-255-7245

Notice shall be deemed given (a) when delivered personally, (b) three (3) business days after being mailed by certified or registered mail, return receipt requested, (c) one (1) business day after being sent by overnight courier service, or (d) when sent by email with confirmation of transmission. Notices posted on the Service shall be deemed given when such notice is prominently posted on the Service in a manner accessible to all users.

LIMITATIONS OF LIABILITY. YOU AGREE THAT SIMPLEX BI INC., ITS SUBSIDIARIES, AFFILIATES, LICENSORS, LICENSEES, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF SIMPLEX BI INC. AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EXCEED THE FEES PAID BY YOU TO US FOR THE APPLICABLE SERVICE OUT OF WHICH SUCH LIABILITY AROSE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND, AS SUCH, SOME PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF SIMPLEX BI INC., ITS SUBSIDIARIES, AFFILIATES, LICENSORS, LICENSEES, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Indemnification

You agree to indemnify, defend, and hold harmless Simplex BI Inc. its subsidiaries, affiliates, licensors, service providers, employees, agents, officers, directors, and contractors (collectively, the “Indemnified Parties”) from and against any third-party claims, liabilities, losses, damages, judgments, awards, costs, expenses, and attorneys’ fees arising out of or related to any breach of this agreement by you or any misuse of the Site or Services. This indemnification obligation includes any claims brought by third parties relating to your use of the Site and any information accessed from the Site. The Indemnified Parties shall have no liability for any such breach or unauthorized use. Simplex BI Inc. reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will be responsible for reimbursing Simplex BI Inc.’s reasonable attorneys’ fees and costs, and you agree to fully cooperate with Simplex BI Inc.in asserting any available defenses.