These Terms and Conditions govern your use of Simsi, Inc. applications and services (“Simsi Services”) and constitute a binding contract between you and Simsi, Inc.  By signing up for, purchasing, or otherwise using Simsi Services, you affirm that you: (1) have read these Terms and Conditions, (2) agree to be bound by these Terms and Conditions; (3) are of legal age under applicable law to form a binding contract; (4) have read, and agree to be bound by, the Simsi, Inc. Privacy Policy, located at: https://simsi.com/privacy-policy/ and (4) are not in a country under a U.S. embargo or a designated “State Sponsor of Terrorism.”  If you do not agree to be bound by these Terms and Conditions, you may not use Simsi Services. 

1. Definition.  “You,” and “your,” as used in these Terms and Conditions, mean: (a) an organization, business, entity, institution, or governmental unit that has purchased Simsi Services for use by its employees, agents, members, contractors, or students; and/or (b) an employee, agent, member, contractor, student, or any other individual who purchases and/or uses Simsi Services.

2. Software-as-a-Service and/or Provision of License. Except for those Simsi Services you may download and/or install locally, you understand and agree Simsi Services is non-licensed software-as-a-service accessible through remote third-party server(s).  You understand and agree that Simsi will not provide a digital copy of such non-licensed software-as-a-service for download on your local hardware, thus no license shall be provided.  If you purchase any licensable Simsi Services, Simsi, Inc. grants you a revocable, non-exclusive, non-transferable, limited license for your use, strictly in accordance with these Terms and Conditions.

3. User Bound. You understand and agree that you are subject to and bound by any and all terms, restrictions, and prohibitions contained in these Terms and Conditions.  You understand and agree that you shall be responsible and liable for any of your acts and/or omissions in breach of these Terms and Conditions.

4. Suspension and/or Termination of Access and Use.  Simsi, Inc. reserves the right to suspend and/or terminate your access to and use of Simsi Services, and/or revoke any license, if you breach these Terms and Conditions in any way, without the need for prior notice of default.

Simsi, Inc. shall also be permitted to suspend your access to and use of Simsi Services, inclusive of license revocation, if Simsi, Inc. reasonably concludes, in its sole discretion, that your use of Simsi Services is causing immediate and irreparable harm to Simsi, Inc. or others.  This includes, but is not limited to, injury to the reputation and goodwill associated with Simsi, Inc., or contravention of the salutary principles for which Simsi Services were developed, namely: place-based analysis for decision-making and support for academic research, crime prevention, public health, and/or public safety-related activities.  For avoidance of doubt, the following illustrative list constitutes uses and manners of use of software-as-a-service that shall be forbidden pursuant to this Section: unreasonable focus on or targeting of individual people or groups of people, as detailed in the Simsi online self-guided training and/or the remote or in-person training conducted by Simsi. In such circumstance, Simsi, Inc. shall immediately notify you of the suspension and the Parties shall diligently attempt to resolve the issue.  If the Parties are unable to resolve the issue, Simsi, Inc. retains the absolute right to permanently terminate your access to and use of Simsi Services.

You understand that Simsi, Inc. is the exclusive licensee for certain Simsi Services, and that if Simsi, Inc. loses its license, your access to and use of such Simsi Services shall terminate.  You understand and agree that such circumstance shall not give rise to a claim by you against Simsi, Inc.

5. Approvals.  You warrant that you have obtained all approval(s) necessary for the provision and use of any data you input into Simsi Services, and that the provision and use of all such data does not and shall not violate any law, regulation, privacy policy, or terms-of-use to which you are subject.  You understand and agree that you are solely responsible for the content of any data or transmissions relating to your use of Simsi  In the event of your audit by a governmental and/or regulatory authority, Simsi, Inc. shall be permitted to cooperate with and provide information to said authority.

6. Restrictions.  You agree that you will not:

• reverse engineer, decompile, or otherwise attempt to discover or derive the source code for Simsi Services, nor will you permit or encourage anyone else to do so;
• create or assist in the creation of any program or work derivative of, or based on, Simsi Services;
• access Simsi Services for the purpose of building a similar product or a competitive product;
• use Simsi Services or permit Simsi Services to be used in violation of, or for the purpose of violating, any local, state, or federal laws.  This shall include, but is not limited to, the posting, distribution, reproduction, or dissemination of any information or other material protected by copyright, privacy rights, or any other intellectual property right;
• share or distribute your Simsi Services login credentials with anyone.  Simsi, Inc. shall not be responsible for any losses, damages, costs, expenses, or claims resulting from stolen or lost login credentials.
• provide any assistance or encourage to anyone that would violate the terms, restrictions, and prohibitions contained in these Terms and Conditions.
• sell, assign, or transfer any right you have to use Simsi Services to any third party.
  
  The provisions of this Section shall be perpetually enforceable.

7. Data Ownership, Confidentiality, and Intellectual Property Rights.  You understand and agree that you own the data that you upload and/or input into Simsi Services. Simsi bears no responsibility for the integrity of such data, notwithstanding that such data may be stored on servers paid for by Simsi, Inc.

You understand that you may be exposed to, and obtain, Confidential Information relating to business and/or operation of Simsi, Inc.  You shall use the same reasonable degree of care to protect confidentiality, and prevent the unauthorized dissemination, of such Confidential Information as you use to protect your own Confidential Information.  You agree to hold any and all such Confidential Information in strict confidence and shall not disclose, reproduce, distribute, or make available such Confidential Information to a third party for any purpose.  You may only permissibly disclose Confidential Information to the extent required by court order, applicable law, or governmental authority (“compelled disclosure”). 

Confidential Information is defined to include, but is not limited to, the following: 

• computer code and algorithms pertaining to Simsi Services;
• proprietary processes and/or methods pertaining to the development and/or operation of Simsi Services;
• non-public information regarding the features and functionality of Simsi Services;
• non-public information and data provided by you to Simsi, Inc. relating to your access to, and/or use and operation of, Simsi Services;
• non-public information you input into Simsi Services;
• any written information, regardless of medium, which is marked “Confidential.”

Confidential Information shall not include: 

• any information generally available to the public;
• any information for which consent to disclose has been given in writing by either Party.
• any information generated for use in the course of any court proceeding.
• any reports and/or outputs generated by Simsi Services.
  

Nothing within this Section shall be construed to forbid Simsi, Inc. from using Confidential Information obtained from you to modify, enhance, or improve the operation or functionality of Simsi Services. You understand and agree that any such modification, enhancement, or improvement confers on you no ownership or attributional right(s) in or to Simsi Services.  You understand and agree that Simsi Inc.’s access to Confidential Information shall not preclude Simsi from using such information to innovate software, and such fact will not give you any ownership rights in such innovative software.

You agree that the unauthorized disclosure of Confidential Information may cause irreparable harm to Simsi, Inc., and that injunctive relief may be an appropriate remedy for Simsi, Inc. in such circumstance.  Accordingly, in the event of any such violation or threatened violation, Simsi, Inc. shall be entitled to seek injunctive relief, which action shall be venued in a court of Simsi, Inc.’s choosing, unless the law requires otherwise.

In the event you face compelled disclosure of Simsi, Inc.’s Confidential Information, you shall give Simsi, Inc. reasonable prior notice so that it may decide whether to intervene and protect its interests.

You understand and agree that Simsi Services are the legally-protected intellectual property of Simsi, Inc.  Your access to and use of Simsi Services does not confer on you any ownership rights in or to Simsi Services.  You will not develop, or assist in the development of, software that replicates the functionality of Simsi Services.

The provisions of this Section shall be perpetually enforceable.

8. Publicity and Advertising.  Simsi, Inc. shall be permitted to identify you as a Simsi customer on any promotional or advertising materials, including on Simsi’s website, without your prior approval.  This approval includes, to the extent applicable, the use of your organization’s legal name, common name, logo, seal, or other identifying symbol.

9. Changes/Upgrades to Simsi Services and Maintenance.  Simsi, Inc. may, in its sole discretion, make any changes and/or upgrades to Simsi Services that it deems necessary or useful to maintain or enhance the quality of Simsi Services.  Simsi, Inc. may, in its sole discretion, temporarily disable Simsi Services in order to perform maintenance and/or implement changes and/or upgrades to Simsi Services.  You understand and accept that this may result in interruption of the ability to use Simsi Services, and that same will not give rise to any claim by you.

10. Warranties and Disclaimer of Warranties.  Simsi, Inc. does not warrant or guarantee that Simsi Services will perform error-free or uninterrupted, or that Simsi, Inc. will correct any or all such errors.  You understand and acknowledge that Simsi, Inc. does not control the transfer of data over the internet, and that access to and use of Simsi Services may be subject to limitations, delays, interruptions, and other problems inherent with internet communications.  Simsi, Inc. makes no representations or warranties as to the results obtained from your use of Simsi Services.  Simsi, Inc. does not warrant the security of your data, but does agree to treat your data using the same confidentiality standards applicable in Section 7.  Simsi, Inc. does not guarantee or warrant the security or stability of its cloud hosting service.  Simsi Services are provided “as is,” and Simsi, Inc. disclaims all warranties, express and implied, including but not limited to, fitness for a particular purpose and merchantability.  You understand and agree that Simsi, Inc. provides no warranty of any sort relating to the device you use to access Simsi Services.

11. Changes to Terms.  Simsi, Inc. may change these Terms and Conditions for any reason, including, but not limited to: changes in applicable law, updates or enhancements to services, new regulatory requirements, security concerns, or prevention of abuse or harm.  You shall be notified of any such changes and be given the chance to accept them.

12. Limitation on Liability and Indemnification.  In no event will Simsi, Inc. be liable to you or any third party for any direct, indirect, special, consequential, or punitive damages arising out of or relating to your access to and/or use of, or your inability to access and/or use, Simsi Services, including but not limited to: loss of revenue, lost profits, damages resulting from mistakes, omissions, interruptions, deletion of files or e-mails, errors, defects, viruses, delays in operation, failure of performance, theft, loss of data, corruption, unauthorized intrusion by third parties, or any like causes.  You agree to defend, indemnify, and hold Simsi harmless from any claim, suit, demand, or action made or brought against Simsi by any third party relating to your use of Simsi Services, including any claims based on the negligence of Simsi.  This defense and indemnification shall include reasonable attorney’s fees and costs.  Upon notice of the claim, suit, demand, or action, Simsi shall promptly notify you, give you sole control of the defense and/or settlement, and provide assistance, information, and authority reasonably requested by you in defense and/or settlement of the claim, suit, demand, or action.

13. Binding Arbitration as Sole Remedy, Waiver of Access to Courts, Governing Law. Unless provided otherwise by law, You waive and give up the right to have any and all disputes relating to your access to and/or use of Simsi Services heard before a court and tried before a jury.  This waiver applies to any and all claims that could be brought, whether statutory or common-law, whether originating under State or federal law.  Any and all disputes, exclusive of Simsi, Inc.’s right to injunctive relief under Section 7 of these Terms and Conditions, shall be resolved through binding arbitration, which is your sole remedy.  Binding arbitration shall be conducted in the State of New Jersey, County of Atlantic, before an arbitrator of Simsi’s choosing.  The cost of the arbitrator shall be borne equally by the Parties.  These Terms and Conditions shall be interpreted in accordance with the laws of the State of New Jersey. 

14. Severability.  If any portion of these Terms and Conditions is found unenforceable, it shall not affect the validity or enforceability of the remainder.

15. Contact Details.  If you have any questions or concerns, or notice is required by these Terms and Conditions, please send to :  hello@simsi.com.

16. Pricing, Subscriptions, Payments and Refunds.  Please consult your contract or your reseller’s website for details on pricing for Simsi Services, subscription term lengths, and payment options.  If you terminate your subscription to Simsi Services prior to its expiration, you will not receive a pro-rata refund unless: (a) Simsi, Inc. has materially breached these Terms and Conditions and failed to cure such breach within 30 days after you notified Simsi, Inc. in writing; (b) a refund is required by law; or (c) Simsi, Inc., in its sole discretion, determines that a refund is appropriate.

17. Place Feature Data Restrictions: Place feature data and related digital files provided by Simsi are to be used exclusively within the Simsi Suite and accessible only to Authorized Users .