Simsi Mobile

END USER LICENSE AGREEMENT

This Mobile Application End User License Agreement (“Agreement”) is a binding agreement between you (“You”) and Simsi, Inc. (“Simsi”). This Agreement governs your use of the Simsi Mobile Application (“Application”).

By downloading, installing, and using the Application, You: 1) acknowledge that You have read and understood this Agreement; 2) are of legal age to enter into this Agreement; and 3) accept the terms of this Agreement and agree to be bound by it. If any of the foregoing three conditions are not met, do not download, install, or use the Application.

1. License : Simsi grants You a revocable, non-exclusive, non-transferable, limited license (“License”) to download, install, and use the Application for your use, strictly in accordance with this Agreement and the Software-as-a-Service Agreement (“SaaS Agreement”), if any, between Simsi and Your employer, on any Apple-branded products that You own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions. You understand and agree that the Application is provided to You under license and/or sublicense, and is not sold to You. All title, ownership rights and intellectual property rights in and to the Application, and any and all copies thereof, are owned by Simsi.

2. License Restrictions and Prohibitions : You shall not: a) reverse engineer, decompile, decode, or attempt to gain access to the source code of the Application; b) sell, lease, lend, sublicense, publish, transfer, or in any way make the Application or any of its features or functions available to any third party; c) circumvent, disable, or remove any security features in or protecting the Application; d) leave your mobile device unlocked and accessible to third parties while the Application is open;; e) create works derivative of the Application; f) use the Application in furtherance of any activity which is, or may be, illegal; g) disclose, share, or provide the output of the Application to anyone other than an Authorized User, or in compliance with an order from a court of competent jurisdiction. An Authorized User is defined as an individual with his or her own login credentials provided pursuant to a SaaS Agreement with an Employer.

You shall not be prohibited from permitting a third party to use or view the Application on your device. In such case, You agree that: 1) You shall ensure the third party abides by all terms, conditions, and restrictions in this Agreement; 2) You shall supervise the third party’s use of the Application at all times and shall not permit the third party to use the Application outside of your presence and supervision; 3) You shall immediately cease the third party’s use of the Application if the third party violates the terms of this Agreement in any way.

You represent and warrant that 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. You further represent and warrant that You are not listed on any U.S. Government list of prohibited or restricted parties.

3. Disclaimer of Warranties: You understand and agree that the Application is not intended for, and You shall not use it for, real-time threat response or reactive purposes. You understand and agree that the Application is intended for proactive problem-solving and information-sharing purposes. Simsi does not guarantee or warrant any particular result or outcome relating to the Application, its use, or its outputs. Simsi does not guarantee or warrant the accuracy or reliability of its outputs, which You agree and acknowledge are subject to: 1) the quality of the data inputs; 2) the nature of the data inputs; 3) inherent uncertainty, unexpectedness, and randomness in the nature of predictive tools. By way of example, an output may classify an area as “low risk” for specified conduct. That does not mean “no risk,” and Simsi does not guarantee that the specified conduct will not occur within that area.

The Application is being provided solely “as is.” Simsi disclaims any and all warranties of any kind, express or implied, relating to the Application, its output, and use, including, without limitation, the warranty of fitness for a particular purpose. You understand and agree that the Application may not function as intended or expected at all times, and that there may be periods of interruption and downtime during which the Application is not accessible or usable, and that these shall not constitute a basis upon which to hold Simsi liable. You assume all risk and responsibility for your use of the Application and any output therefrom. You understand and agree that the Application may not work on every mobile device, and it is solely your obligation to determine whether the Application is compatible with your mobile device.

Apple, Inc. (“Apple”) is not obligated to, and does not, warrant the Application in any way whatsoever.

4. Maintenance, Support, and Updates : Simsi may, from time to time, maintain, support, and update the Application and/or Simsi’s servers/hardware, during which time the Application may not be available or accessible for use. Simsi may add or delete functionality at its discretion, and may ask for feedback. You understand and agree to these interruptions in service, and that they shall not constitute a basis upon which to hold Simsi liable for any reason at all.

Apple is not obligated to, and does not, provide any maintenance or support with respect to the Application.

5. Third Party Storage : Simsi may retain or store Application code, data, or output on servers owned and operated by Third Parties. You understand and agree that Simsi does not control, own, or operate third-party servers, and that Simsi is not responsible or liable in any way for any impairment of access to such servers, or for the loss, theft, or destruction of data from such servers.

6. Liability, Indemnification, and Defense : You agree that Simsi shall not incur any liability to You for any reason whatsoever, including, but not limited to: 1) Simsi’s provision of this License, the Application, or any output therefrom; 2) your use of the Application, or any output therefrom; 3) the quality or nature of any data inputs; 4) the reliability, accuracy, or timeliness of any output; 5) any interruptions in service, including the inability to use or access the Application or any output therefrom; 6) the loss, theft, or destruction of any data relating to the Application or any output therefrom, whether stored by Simsi or a third party; 7) unauthorized access of the Application or any output therefrom on your mobile device; 8) Simsi’s revocation of the License in accordance with Section 7.You agree to indemnify, defend, and hold Simsi harmless from any liability whatsoever in any action filed by a third party in which Simsi is named a defendant that relates in any way to your use of the Application or any output therefrom. This indemnification includes Simsi’s attorney’s fees and costs.

You agree to indemnify, defend, and hold Simsi harmless from any liability whatsoever in any suit in which the actions of a third party You have permitted to use or view the Application or its outputs are alleged to have caused harm of any sort. This indemnification includes Simsi’s attorney’s fees and costs.

This Section survives revocation of the License and termination of the Agreement.

7. Revocation of License, Termination of Agreement, and Term : The term of this Agreement shall begin upon the date which You agree to this Agreement, and shall expire upon the date the License is revoked. This License shall be revoked the earlier of: 1) the expiration date of the subscription which You or your Employer purchased; 2) the date on which Simsi revokes the License. Simsi, in its sole and unreviewable discretion, shall be entitled to revoke the License prior to the expiration date of the subscription which You or your Employer purchased if You violate the terms of this Agreement in any way, or as provided by the SaaS Agreement with your Employer, if any. You agree that Simsi’s revocation of the License pursuant to this Section shall not make Simsi liable to You, and that You are not entitled to any refund.

This shall not be construed to affect any provisions of this Agreement that survive revocation of the License or termination of the Agreement.

8. Right to Injunctive Relief and Venue : If You violate the terms of this Agreement, Simsi shall have the right to petition a court of competent jurisdiction for injunctive relief. You agree that your violation of this Agreement will cause irreparable harm to Simsi, for which an injunction is the appropriate remedy. You understand and agree that Simsi’s exercise of its rights under this Section does not entitle You to file any sort of counterclaim against Simsi, as your rights to dispute resolution are confined and limited to those in Section 9 of this Agreement.

You agree that any action brought by Simsi against You pursuant to this Section shall be venued in the Superior Court of New Jersey, Atlantic County, and shall be governed by the laws of the State of New Jersey.

This Section survives revocation of the License and termination of the Agreement.

9. Waiver of Access to Courts, Dispute Resolution : You hereby unconditionally waive the right to file a lawsuit of any kind against Simsi relating in any way to this Agreement, the Application, or the License. This waiver includes any cross-claims against Simsi in an action where You and Simsi are named as co-defendants, and any third-party complaint against Simsi in which You are a defendant. You understand and agree that this Section constitutes an explicit waiver of the right to pursue any statutory or common-law claims against Simsi other through any and all courts relating in any way to the Parties’ relationship, this Agreement, the Application, or the License, including without limitation any claims arising under statutory law, whether State or Federal, or common-law.

Exclusive of those disputes under Section 8 of the Agreement, all other disputes relating to this Agreement shall be subject to binding arbitration. Simsi shall be permitted to select the arbitrator and designate the venue for arbitration, the cost of which shall be borne equally between Simsi and You. The arbitrator shall apply the law of the State of New Jersey. Enforcement of any arbitration award shall be subject to the identical venue and choice-of-law provisions as in Section 8.

This Section survives revocation of the License and termination of the Agreement.

10. Severability: If any provision of this Agreement is found to be illegal, invalid, or unenforceable, then that provision shall be deemed severable, and the legality, validity, and enforceability of the remaining provisions shall in no way be affected.

11. No Construal Against Drafter: This Agreement shall be deemed to have been drafted by Simsi and You jointly.

12. Entire Agreement: This Agreement embodies the entire integrated agreement of the Parties with respect to its subject matter, and merges with and supersedes all prior discussions, communications, commitments, or understandings of any kind relating thereto, whether oral or written, between Simsi and You. If your use of the Application is subject to an SaaS Agreement with your employer, any and all additional terms and conditions of the SaaS shall apply to your use.

13. No Oral Modification: No amendment or modification of this Agreement shall be valid or effective unless it is contained in a writing executed by both Parties.

14. No Assignment: This Agreement shall not be assigned by You.

15. Waiver: Simsi’s failure to exercise, or its delay in exercising, any right in this Agreement shall not operate as a waiver thereof.

16. EULA Inquiries: If you have any questions about the Agreement or the Application, or any problems with or complaints about the Applicationyou may contact us by e-mail at: inquiries@simsi.com, or through mail to: Simsi, Inc., 926 Haddonfield Rd., Ste. E #180, Cherry Hill, NJ 08002.

17. Changes to this EULA : Simsi reserves the right to modify this Agreement at any time and for any reasons. Your continued use of the Application after Simsi makes any such modification constitutes your consent and acceptance to its updated terms.

18. Other Apple Minimum Terms : You and Simsi acknowledge and agree that: 1) Apple is not a party to this Agreement, which is solely between You and Simsi; 2) Apple has no obligation to maintain or support any aspect of the Application; 3) Apple offers no warranty obligation whatsoever with respect to the Application; 4) Apple is not responsible for any claims relating to the use or operation of the Application; 5) the investigation and defense of any claim by a third party that the Application or your use of the Application infringes that third-party’s intellectual property rights, shall be the sole responsibility of Simsi; 6) Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement, and that upon your acceptance of the terms of this Agreement, Apple will have the right to enforce the Agreement against You as a third-party beneficiary thereof.

You agree to comply with any applicable third-party terms of agreement when using the Application.

19. Titles Descriptive Only : The titles of each section of this Agreement are descriptive only and shall not alter, limit, or supersede the terms within.