SIMPLEX FINANCIALS, INC.
Lasted updated as of December 7, 2020
PLEASE READ THIS SERVICE TERMS AND CONDITIONS IN ITS ENTIRETY (THE “AGREEMENT”) BEFORE RECEIVING ANY SERVICES (AS DEFINED BELOW) FROM SIMPLEX FINANCIALS, INC. dba PATH BY SIMPLEX (“Company”,
“Simplex”, or “Path By Simplex”), and/or Path By Simplex’s PLATFORM (“Path By Simplex Platform,” “Platform,” “Services,” or “the Service”).
1. Description Services
The Path By Simplex Platform is a software as a service subscription that enables business intelligence technology platform that will help you and your team make strategic financial decisions by connecting all the details in your company's data story. It allows you and your company to integrate with third party accounting packages i.e. QuickBooks® and/or other business specific data sources. Your use of the Platform is at your own risk. The Platform is provided on an AS IS and AS AVAILABLE basis.
2. General Information
By providing confirmation of credit card and/or billing information, or by registering for, using, or receiving any of the Company’s services, you:
- Represent that you are 18 years of age or older.
- Represent that you have the legal capacity and authority to bind yourself and/or the person or entity for whom you are entering into this Agreement.
- Represent that you have read and understand this Agreement.
- Represent and warrant that the information that you have provided or will provide to Simplex Financials, Inc. is or will be correct and complete in all respects, acknowledge that the Simplex Financials, Inc. has and will rely upon the information that you provide and that any incorrect or incomplete information that you provide to Simplex Financials, Inc. may result in Simplex Financials, Inc. withholding, suspending or terminating the services and/or terminating this Agreement; and
- Agree to be bound by this Agreement, as may be updated by Simplex Financials, Inc. from time to time in its sole discretion.
4. Use of Service
You are responsible for your own communications and communications to and from your account with the Platform, and for all Content sent to and from your account, stored under your account, and activity that occurs under your account (even when Content is posted by others who have access to your account) and for any consequences thereof or arising therefrom. You agree that you will use the Platform in compliance with all applicable local, state, national, and international laws, rules, and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You shall not, shall not agree to, and shall not authorize or encourage any third party to:
- use the Platform to upload, store, transmit, or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by Simplex Financials, Inc.
- upload, store, transmit, or otherwise distribute content that infringes upon another party's intellectual property rights or other proprietary, contractual, or fiduciary rights or obligations
- prevent others from using the Platform or
You are responsible for determining whether the Platform is suitable for you to use considering any applicable regulations. If you or your use of the Platform is subject to any regulations, then we will not be liable if the Platform does not meet those requirements, except to the extent agreed otherwise or as required by applicable law. You may not use the Platform for any unlawful or discriminatory activities.
5. Content of the Service, Ownership, and Intellectual Property Rights
Simplex Financials, Inc. takes no responsibility for third-party content (including, without limitation, any viruses, or other disabling features), nor does Simplex Financials, Inc. have any obligation to monitor such third-party content. Simplex Financials, Inc. always reserves the right to remove or refuse to distribute any Content on the Service, such as content that violates these Terms of Service. Simplex Financials, Inc. also reserves the right to access, read, preserve, and disclose any information and Content as it reasonably believes is necessary to:
- Satisfy any applicable law, regulation, legal process, or governmental request.
- Enforce these Terms of Service Subscription Agreement, including investigation of potential violations hereof.
- Detect, prevent, or otherwise address fraud, security, or technical issues (including, without limitation, the filtering of spam)
• Respond to User support requests and/or,
- Protect the rights, property, or safety of Simplex Financials, Inc., its Users, and the public.
Simplex Financials, Inc. will only retain, use, or disclose the Personal Data processed on behalf of its users for the specific purpose of performing the Services or as otherwise permitted by applicable privacy laws.
Simplex Financials, Inc. will not be responsible or liable for the exercise or non-exercise of its rights under these Terms of Service.
The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, services, and all other elements of the Path By Simplex Platform provided and owned by Simplex Financials, Inc. are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, all other relevant intellectual property and proprietary rights, and applicable laws, and are the property of Simplex Financials, Inc. or its subsidiaries or affiliated companies and/or third-party licensors.
Except as may otherwise be noted, all trademarks, service marks, and trade names are proprietary to Simplex Financials, Inc. or its affiliates and/or third-party licensors.
Simplex Financials, Inc. does not claim any ownership in any of the Content, including any text, data, information, images, photographs, music, sound, video, or other material, that you upload, integrate, transmit, or store in your Path By Simplex account.
6. User Presentations and Warranties
You are solely responsible for your Content and the consequences of uploading, storing, transmitting, or otherwise distributing Content to and/or from your account. Except as set forth in these Terms of Service Subscription Agreement and the Simplex Financials, Inc. DPA, Simplex Financials, Inc. will not use any of Content and Personal Data for any purpose except to provide you with the Services.
By uploading, storing, transmitting, or otherwise distributing Content, you affirm, represent, and warrant that:
- the Content and any use of it does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, (ii) violate any securities law or regulation in any jurisdiction, or (iii) slander, defame, or libel any other person; and
- the Content does not contain any viruses, adware, spyware, worms, or other malicious code.
Violators of any third-party rights may be subject to criminal and civil liability Simplex Financials; Inc. reserves all rights and remedies against any Users who violate these Terms of Service Subscription Agreement.
7. Statement of Policies
Simplex Financials, Inc. disclaims all liability in connection with, or arising from, Content uploaded, stored, transmitted, or otherwise distributed by User. In the event Simplex Financials, Inc. receives any information or notice or otherwise has reason to suspect that any Content uploaded, stored, transmitted, or otherwise distributed by User violates these Terms of Service Subscription Agreement or is harmful, offensive or inappropriate, or violates applicable laws, or infringes any copyright, trademark, or patent, or is alleged to infringe any copyright, trademark, or patent (“Prohibited Content”).
Simplex Financials, Inc. reserves the right to immediately remove the Prohibited Content without notice to the User and without any obligation to investigate an allegation of infringement.
Simplex Financials, Inc. further reserves the right, in its sole and unfettered discretion, to remove for any reason whatsoever, and at any time, any Prohibited Content uploaded, stored, transmitted, or otherwise distributed by a User, without prior notice to User, in order to protect or preserve the rights of Simplex Financials, Inc. and other Users. Simplex Financials, Inc. further reserves the right to terminate User access to the Path By Simplex website in the event User violates these Terms of Service Subscription Agreement. Simplex Financials, Inc. will not be liable to any User or to any third party for any fees, losses, damage, costs, or expenses arising as a result of the exercise of any rights referred to in this Terms and Service Subscription Agreement.
8. Content Disclaimer & Intellectual Property Rights
Unless otherwise indicated, the Technology, Platform, Software and Website is our proprietary property all source code, databases, functionality software, website designs, audio, text, photographs and graphics is (collectively, the “Content” and the trademarks, service marks, patents and logos contained therein (the “Marks”) are owner and/or controlled by Simplex Financials, Inc. and are protected by the copyright, trademark, and patent laws and various other intellectual property rights and unfairly competition laws of the United States, foreign jurisdictions, and international conventions.
9. Services Guarantee
Simplex Financials, Inc. agrees to make commercially reasonable efforts to correct any deficiency in services. With respect to any claim that any of the Platform were deficient, you must notify Simplex Financials, Inc. within 7 days of the Platform performance of such. If you fail to give Simplex Financials, Inc. written or electronic notice of such deficiency within such 7-day period, Simplex Financials, Inc. will not be required to remedy such deficiency. You agree to give Simplex Financials, Inc. reasonable access to your computer systems, networks and any peripherals to enable Simplex Financials, Inc. to remedy any breaches of this Agreement. If Simplex Financials, Inc. is unable to remedy any deficiency in services provided, following a commercially reasonable effort, Simplex Financials, Inc. is not responsible to issue any refunds.
10. Account, Billing, Refund, Upgrade and Downgrade Platform
When you use Path By Simplex, you will be required to establish an account and establish passwords. You are solely responsible for maintaining the confidentiality of your account and passwords and for restricting access to your computer and/or account, and you agree to accept responsibility for all activities that occur under your account or passwords.
You agree that the information you provide to Simplex Financials, Inc. upon registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that your billing information is kept accurate and up to date at all times. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft, or unauthorized disclosure or use of your account ID, password, or any credit, debit or charge card number, if applicable), then you agree to immediately notify Simplex Financials, Inc. You may be liable for the collection fees incurred by Simplex Financials, Inc., or others due to any unauthorized use of your Path By Simplex account.
A valid credit card is required for all accounts.
If you initially sign up for a premium (non-free) account that includes a free trial, and you don't cancel that account within the specified free trial period, you will be billed monthly at the date and time that your free trial period ends. Note that the “days” of the free trial correspond to 24-hour periods beginning at the date and time that you sign up. If you cancel prior to the processing of your first invoice, during your free trial period, you will not be charged.
An upgrade from the free plan to any paying plan will end your free trial. You will be billed for your first month immediately upon upgrading.
The Subscription for use of the Platform is billed in advance on a monthly or annual basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. To treat everyone equally, no exceptions will be made.
a. all fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
b.for any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged the new rate on your next billing cycle; and
c. downgrading of the Service may cause the loss of Content, features, or capacity of your Account. Simplex Financials, Inc. does not accept any liability for such loss.
The foregoing Additional terms do not apply to (a) Guest Users, (b) Contributor Users, and (c) Users who are billed by third parties (a “Guest User” and “Contributor User” are defined as users who are invited by an account owner to view or contribute to the owner's account). Except for the exclusion set forth in the foregoing sentence, these Terms of Service Subscription Agreement shall apply fully to Guest Users, Contributor Users, and Users who are billed by third parties.
11. Enforcement of Policies – Prohibited Activities
By agreeing to these Terms of Service you agree not to:
- Except as expressly permitted herein, use the Service for any purposes other than to access and use the Path By Simplex Platform as such services are offered by Simplex Financials, Inc.
- Share a single login with multiple people (your login may be used by only one person, but you may create separate logins for as many others as you desire).
- Block ads if you are a free account User.
- Impersonate any person or entity, falsely claim an affiliation with any person or entity, or access Path By Simplex accounts of others without permission, forge another person's digital signature or identity, misrepresent the source, identity, or content of information transmitted via Path By Simplex, or perform any other similar fraudulent activity.
- Use the Path By Simplex Platform for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing data protection, data privacy, or intellectual property and other proprietary rights.
- Defame, harass, abuse, threaten, or defraud Users of the Path By Simplex Platform, or collect, or attempt to collect, personal data about Users or third parties without their consent.
- Access the Path By Simplex Platform if you are not legally competent to do so.
- Remove, circumvent, disable, damage, or otherwise interfere with security-related features of the Path By Simplex Platform or User Content, features that prevent or restrict use or copying of any content accessible through the Path By Simplex Platform, or features that enforce limitations on the use of the Path By Simplex Platform or User Content.
- Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Path By Simplex Platform or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
- Modify, adapt, translate, or create derivative works based upon the Path By Simplex Platform or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
- Intentionally interfere with or damage operation of the Path By Simplex Platform or any User's enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
- Use any robot, spider, scraper, or other automated means to access the Path By Simplex Platform for any purpose or to bypass any measures Simplex Financials, Inc. may use to prevent or restrict access to the Path By Simplex Platform.
- Interfere with or disrupt the Path By Simplex Platform or servers or networks connected to the Path By Simplex Platform, or disobey any requirements, procedures, policies, or regulations of networks connected to the Path By Simplex Platform and/or,
- Simplex Financials, Inc. reserves the right to scan all Content to ensure compliance with these Terms of Service. In the event Simplex Financials, Inc. determines, in its sole discretion, that your use of the Path By Simplex Platform is in violation of these Terms of Service, Simplex Financials, Inc. shall have the right, without recourse by the User, to immediately terminate your account.
12. Indemnification and Hold Harmless
Simplex Financials, Inc. will have no obligation or liability for any Claim under this Agreement arising from: (i) the combination, operation or use of the Path By Simplex Platform with any product, device, software or service not supplied by Simplex Financials, Inc. to the extent the combination creates the infringement; (ii) the unauthorized alteration or modification by Customer of the Path By Simplex Platform, or (iii) Simplex Financials, Inc. compliance with User designs, specifications, requests, or instructions in providing Professional Services to the extent the Claim is based on such compliance.
User will defend Simplex Financials, Inc., its Affiliates, officers, directors, and employees from and against any claims asserted by a third party based on a breach by User (Customer Responsibilities) of this Term of Use Subscription Agreement. Customer will also indemnify Simplex Financials, Inc. and its Affiliates, officers, directors and employees by paying all damages, costs and expenses (including reasonable legal fees and costs) awarded by a court of competent jurisdiction in a final, non-appealable judgment, or agreed in a written settlement agreement agreed by Customer in writing, arising out of the third party claims described in this section.
13. Warranties Disclaimers
The Customer represents and warrants to Simplex Financials, Inc. that it has the legal power and authority to enter into this Term of User Subscription Agreement, and that this Term of Use Subscription Agreement has been duly authorized, executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms.
The Platform will use reasonable technical means to screen for and detect disabling devices, viruses, trojan horses, trap doors, back doors, Easter eggs, time bombs, cancelbots and other computer programming routines designed to damage, detrimentally interfere with, surreptitiously intercept or expropriate any other software or data.
Simplex Financials, Inc. will make reasonable efforts to notify the User, at least thirty (30) days in advance via Path By Simplex Normal Communication Channels, of any scheduled changes Path By Simplex believes are likely to have a material, adverse impact on User’s use of the Path By Simplex Platform (“Material Changes”). (As a multi-Tenant SaaS vendor, Simplex Financials, Inc. reserves the right to make enhancements and other changes to the Platform, including occasional deprecation and removal of certain features and functionality, subject to the warranty.
If Simplex Financials, Inc. breaches any warranties, User’s exclusive remedy and Simplex Financials, Inc. sole obligation will be for Simplex Financials, Inc. to make reasonable efforts to correct the non-conformity or, if Simplex Financials, Inc. is unable to correct the non-conformity within sixty (60) days after receipt of User’s written notice, for User to terminate the applicable Order and receive a refund, on only a pro rata basis, of any annual fees prepaid under such Orders that are unused as of the termination effective date.
THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET OR ELECTRONIC COMMUNICATIONS. SIMPLEX FINANCIALS, INC. IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE, LOSS OR LIABILITY RESULTING FROM SUCH PROBLEMS NOT CAUSED BY SIMPLEX FINANCIALS, INC.
THE USER AGREES THAT ITS SUBSCRIPTION TO THE SERVICE AND FEES DUE OR PAID UNDER THIS AGREEMENT ARE NEITHER CONTINGENT ON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES, NOR BASED ON ANY ORAL OR WRITTEN COMMENTS REGARDING ANY FUTURE FUNCTIONALITY OR FEATURES. MORE GENERALLY, IN ENTERING INTO THIS AGREEMENT, NEITHER PARTY IS RELYING ON ANY OTHER COMMITMENTS, STATEMENTS OR OTHER MATTERS NOT EXPRESSLY ADDRESSED IN THIS AGREEMENT, AN ORDER FORM AND ACCEPTABLE THE TERMS OF THE PLATFORM.
14. Limitations of Liability
With the sole exception of the express terms of any service-level guarantee then in effect, the Simplex Financials, Inc. application, and all of its related material (“Platform”), is made available “as is”, “with all faults” and “as available.” Simplex Financials, Inc. makes no warranties or representations of any kind with respect to the Service, express or implied, including, but not limited to, any warranties of merchantability, fitness for a particular purpose, or non-infringement, each of which is hereby expressly disclaimed.
There is no guarantee that access to the Service will be uninterrupted or error-free or that any defects will be corrected. Simplex Financials, Inc. is not liable for damages arising out of, or in connection with, the use of (or the inability to use) the Service. Simplex Financials, Inc. is not liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages arising from or relating to the Service. The exclusive remedy with respect to the Service is to discontinue use and/or terminate service in accordance with the current applicable account termination procedures.
This limitation of liability shall apply even if Simplex Financials, Inc. had been advised of the possibility of such damages, regardless of how such damages may have arisen, and regardless of the legal or equitable theory upon which a claim is based. The Service is not fault-tolerant and is not designed, or intended for use as, or in connection with, online control equipment in hazardous environments requiring fail-safe performance, in which the failure of the service in any manner could lead, directly or indirectly, to death, personal injury, or severe physical or environmental damage (“high risk activities”).
In addition to the other disclaimers and limitations contained within this agreement, Simplex Financials, Inc. specifically disclaims any express or implied warranty of fitness for high risk activities. The warranty limitations, disclaimers, and other legal protections applicable to Simplex Financials, Inc. herein may be asserted in full by its parent, employees, officers, directors, and affiliated companies, and each are intended third-party beneficiaries of such protections.
15. Termination of Service
The User is responsible for properly canceling your account. An email or phone voice mail or any other “one-way” communication to cancel your account is not considered cancellation.
To terminate your account, you MUST follow the instructions and account termination procedures provided at the Account Settings in the Administrator Account page in the Platform.
16. Security Breaches & Password
In the event of a security breach that may affect you or any of the Users on your account, we will notify you of the breach and provide a description of what happened. If we determine, and notify you, that you need to forward all or part of that information to any of the Company Users on your account, you agree to promptly do so.
You are responsible to keep your password(s) secure. You are solely responsible for any activity that occurs under your usernames and accounts, including any sub-accounts. Simplex Financials, Inc. may request temporary use of your password(s) to facilitate routine support and maintenance services. If you lose your password(s) or the encryption keys for any of the Simplex Financials, Inc. products or services, Simplex Financials, Inc may not be able to assist you in recovering any associated data or information. You must notify the Simplex Financials, Inc. immediately of any suspected unauthorized use of your accounts or any other security breach related to the Platform.
If Simplex Financials, Inc. determines that a security breach or suspected fraudulent activity has occurred or is likely to occur on the account, Simplex Financials, Inc. may suspend the account until the appropriate activity has been verified information on the account.
17. System Requirements
The Path By Simplex Platform works on the most recent version of the following internet browsers:
The Path By Simplex Platform works on the most recent version of the following mobile devices:
- iPhone OS
- iPad OS
- Android OS
18. Third Party Integrations
As part of the functionality of this Platform, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Platform; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account.
You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account.
By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Financial Content”) so that it is available on and through the Platform via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account.
Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Platform.
Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Financial Content may no longer be available on and through the Platform. You will have the ability to disable the connection between your account on the Platform and your Third-Party Accounts at any time.
PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.
You can deactivate the connection between the Platform and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.
19. User and Customer Data
Simplex Financials, Inc. will maintain certain data that you transmit to the Platform for the purpose of managing the Platform, as well as data relating to your use of the Platform. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Platform.
You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
20. California Personal Information Processing
21. Governing Laws
If a court with authority over this Agreement finds any part or provision of this Agreement unlawful, void, or unenforceable, that provision or part of a provision is deemed severable from this Agreement and does not alter the validity and enforceability of any remaining provisions.
You may not assign or transfer this Agreement (or your subscription or use of Services) to anyone without our consent. However, you agree that Simplex Financials, Inc. may assign this Agreement to its affiliates or a party that buys it without your consent.
24. No Waiver
If Simplex Financials, Inc. does not enforce a breach of this Agreement, that does not mean it has waived its right to enforce this Agreement.
25. Entire Agreement
26. Contact Us